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Item 1. Financial Statements

2026-08-03 compared with 2026-05-15 · 235 added, 425 removed, 142 unchanged (82% of the section changed)

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BALANCE SHEETS

Three Months Ended

March 31, 2026

December 31, 2025

Current assets:

Prepaid expenses, other

Prepaid expenses and other current assets

Total current assets

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Machinery and equipment

Less accumulated depreciation

accumulated depreciation

Net property and equipment

Other assets:

Patents, net of amortization of $ 31,735 and $ 30,224 , respectively

Total other assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES, MEZZANINE AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable and other payable

Accounts payable and accrued liabilities

Total current liabilities

COMMITMENTS AND CONTINGENCIES (See Note 9)

Series C Convertible Preferred Stock, 34,853 and 34,853 shares outstanding, respectively, redeemable value of $ 3,485,313 and $ 3,485,313 , respectively

SHAREHOLDERS’ EQUITY (DEFICIT)

Series C Convertible Preferred Stock, 34,461 and 34,853 shares outstanding, respectively

Commitments and contingencies

Stockholders’ equity (deficit):

Preferred stock, $ 0.0001 par value;

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( 180,789,490 )

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

Total stockholders’ deficit

( 2,643,279 )

( 2,036,029 )

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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

Total liabilities, mezzanine and stockholders’ equity

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

STATEMENTS OF OPERATIONS

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

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Total operating expenses

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)

OTHER INCOME/(EXPENSES)

Loss from operations before other income (expense)

( 1,740,592 )

( 1,100,103 )

Other income (expense):

Interest income

Other expenses

TOTAL OTHER INCOME (EXPENSES)

Total other income (expense)

Net income (loss)

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$ ( 623,704 )

$ ( 1,740,818 )

$ ( 1,099,798 )

Basic and diluted earnings (loss) per share

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

BASIC AND DILUTED

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

Statement of Shareholders’ Deficit

MONTHS ENDED MARCH 31, 2026

at December 31, 2025

Weighted average number of common shares outstanding, basic and diluted

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

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Preferred Stock

Balance, December 31, 2025

$ 178,676,658

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Stock compensation cost

Balance at March 31, 2026

Balance, March 31, 2026

( 181,612,486 )

( 2,718,350 )

THREE MONTHS ENDED MARCH 31, 2025

Preferred Stock

Balance at December 31, 2024

Issuance of common shares for equity financing at cost

Stock compensation cost

Adjustment to mezzanine

Balance, June 30, 2026

$ 179,805,585

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$ ( 2,643,279 )

Stock and warrant compensation cost

Balance at March 31, 2025

Balance, December 31, 2024

$ 176,508,484

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$ ( 1,363,603 )

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

Stock compensation cost

Balance, March 31, 2025

( 178,418,641 )

( 1,784,321 )

Issuance of common shares for equity financing at cost

Stock compensation cost

Balance, June 30, 2025

$ 176,654,931

$ ( 179,042,345 )

$ ( 2,316,874 )

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

STATEMENTS OF CASH FLOWS

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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$ ( 1,099,798 )

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

Depreciation and amortization expense

Change in mezzanine

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

Depreciation and amortization

Non-cash stock compensation expense

(Increase) Decrease in Changes in Assets

Prepaid expenses

Increase (Decrease) in Changes in Liabilities

Accounts payable

NET CASH USED IN OPERATING ACTIVITIES

NET CASH FLOWS FROM INVESTING ACTIVITIES

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

Net cash provided by (used in) operating activities

( 1,460,435 )

( 1,003,615 )

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

Common shares issued through an equity financing agreement

Net cash provided by financing activities

NET DECREASE IN CASH

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

Net increase (decrease) in cash

( 1,003,615 )

Cash, cash equivalents, and restricted cash - beginning of period

Cash, cash equivalents, and restricted cash - end of period

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid

DISCLOSURERS OF NON-CASH FLOW INFORMATION

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

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Basis of Presentation

BASIS OF PRESENTATION

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete

financial statements.

In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have

been included.

Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be

expected for the year ending December 31, 2026.

For further information refer to the financial statements and footnotes thereto included

in the Company’s Form 10-K for December 31, 2025.

Cash paid during the period for:

Non-cash investing and financing activities:

Adjustment to mezzanine

Equity financing cost

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

NOTES TO FINANCIAL STATEMENTS

OF JUNE 30, 2026

ORGANIZATION AND NATURE OF BUSINESS

(the “Company”) was incorporated in the state of Nevada on April 24, 2006.

The Company, based in Santa Clarita,

California, began operations on April 25, 2006 to develop and market Photovoltaic solar technology products.

are a developer of clean energy technologies.

Our current focus is on developing a green hydrogen production technology that uses water

and heat rather than electricity to produce the world’s cheapest green hydrogen.

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying

financial statements, the Company has an accumulated deficit and had a working capital deficit as of March 31, 2026.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

As of June 30, 2026 the Company

has an accumulated deficit of $ 182,530,308 .

During the six months ended June 30, 2026 the company had a net loss of $ 1,740,818 and used

$ 1,460,435 of cash from operating activities.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern within one year after the date these financial statements are issued.

In order to continue as a going concern, the

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of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

of the three months ended March 31, 2026, the Company had a loss of $ 822,996 , which consisted of a non-cash amount of $ 140,675 for a net

cash loss of $ 682,321 .

As of March 31, 2026, its accumulated deficit was $ 181,612,486 .

The Company has working capital to cover its’

operating expenses for the next three months.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.

The condensed unaudited financial statements and notes are representations of the Company’s management, which is responsible for

their integrity and objectivity.

These accounting policies conform to accounting principles generally accepted in the United States of

America and have been consistently applied in the preparation of the financial statements.

of Accounting

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete

financial statements.

In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have

been included.

Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that

may be expected for the year ending December 31, 2026.

For further information refer to the financial statements and footnotes thereto

included in the Company’s Form 10-K for December 31, 2025.

Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement

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is foreseen, the Company will recognize the loss as it is determined.

To date, the Company has not had significant revenues and is in

the development stage.

To date, the Company has not had significant revenues.

and Cash Equivalent

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throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits.

As of March 31, 2026,

the cash balance in excess of the FDIC limits was $ 464,341 .

The Company has not experienced any losses in such accounts and believes

it is not exposed to any significant credit risk in these accounts.

As of June 30, 2026, the

cash balance in excess of the FDIC limits was $ 489,528 .

The Company has not experienced any losses in such accounts and believes it is

not exposed to any significant credit risk in these accounts.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

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Significant estimates made in preparing these

financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative

liabilities and the fair value of stock options.

financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance and the fair

value of stock options.

Actual results could differ from those estimates.

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Machinery and equipment

expense for the three months ended March 31, 2026 and 2025 were $ 65 and $ 65 , respectively.

expense for the six months ended June 30, 2026 and 2025 was $ 131 and $ 130 , respectively.

Depreciation expense for the three months ended

June 30, 2026 and 2025 was $ 66 and $ 65 , respectively.

Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering

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SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

March 31, 2026

June 30, 2026

December 31, 2025

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Remainder of 2026

expense for the three months ended March 31, 2026 and 2025, was $ 756 and $ 756 , respectively.

expense for the six months ended June 30, 2026 and 2025 was $ 1,511 and $ 1,511 , respectively.

Amortization expense for the three months

ended June 30, 2026 and 2025 was $ 755 and $ 755 , respectively.

Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award.

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which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period).

expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration

received or the fair value of the equity instruments issued, whichever is more reliably measured.

Compensation expense for awards granted

is re-measured each period.

March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price

The initial exercise date of the warrant is March 1, 2024, at an exercise price of $ 0.0255 per share, with a termination date

of March 1, 2029.

As of March 31, 2026, the 5,000,000 purchase warrants were outstanding.

March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services.

The options vest at a rate of 138,889

options per month for a thirty-six ( 36 ) month period during the term of the optionee’s consultancy with the Company and expire

on March 15, 2032 .

The 5,000,000 stock options fully vested on March 15, 2025 and as of March 31, 2026 were outstanding.

April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of

The options expire, and all rights to purchase the shares of common stock shall terminate seven ( 7 ) years from the date of grant

or termination of employment.

The 400,000,000 options are exercisable in the amount of 316,666,662 are exercisable upon grant, and the

remaining 83,333,338 shares are exercisable in equal amounts over a ten ( 10 ) month period during the term of the optionee’s employment

until the Option is 100 % vested.

The 50,000,000 options are exercisable in the amount of 19,444,446 are exercisable upon grant and the

remaining 30,555,554 shares are exercisable in equal amounts over a twenty-two ( 22 ) month period during the term of the optionee’s

employment until the Options is 100 % vested.

On March 11, 2023, one of the employees separated from the Company and 50,000,000 options

were cancelled as of June 11, 2023.

As of March 31, 2026, the remaining 400,000,000 stock options remain outstanding.

March 20, 2023, the Company granted 50,000,000 stock options, to purchase shares of the Company’s common stock at an exercise price

of $ 0.0137 per share.

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan.

The options have

a six-month cliff, whereby 8,333,333 shall become vested and exercisable on September 19, 2023, and the remaining 41,666,667 shall become

exercisable in equal amounts over a thirty ( 30 ) month period during the term of the participant’s employment until fully vested.

The unvested portion of the option will not be exercisable on or after the termination of continuous service.

As of March 31, 2026, there

were 36,057,287 options vested, with a remaining 13,942,713 options to vest.

The options expire on March 19, 2030, and remain outstanding.

May 9, 2023, the Company granted 5,000,000 stock options to a consultant, with an exercise price of $ 0.0126 , and an expiration date of

May 31, 2033.

The options vest over a thirty-six ( 36 ) month period from June 1, 2023, with 833,360 options vesting on November 30, 2023,

and 138,888 options vested at the end of each month from the end of the seventh month through May 31, 2026.

As of March 31, 2026, there

were 3,892,323 options vested, with a remaining 1,107,677 options to vest.

The options expire on May 31, 2033 .

As of March 31, 2026,

5,000,000 shares remain outstanding.

June 15, 2023, the Company granted 100,000,000 shares of stock options to two employees of the Company, with an exercise price of $ 0.0121 ,

and an expiration date of June 15, 2030.

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive

The grant of the options was made in consideration of services rendered and to be rendered by the employees to the Company.

100,000,000 stock options vest and are exercisable in four (4) separate tranches based on performance as follows:

(a) Tranche I -12,500,000

shares shall become vested and exercisable if the Company files an S-3 registration statement with the Securities and Exchange Commission

(SEC) and it is declared effective by the SEC;

(b) Tranche II – 12,500,000 shares shall become vested and exercisable if the Company’s

shares are traded on a national securities exchange;

the average daily market value of the Company’s shares exceeds $100,000 per day over any 20 consecutive trade days;

and (d) Tranche

IV – 12,500,000 shares shall become vested and exercisable if the average daily market value of the Company’s shares exceed

$200,000 per day over any 20 consecutive trade days.

Prior to December 31, 2025, Tranche III of the performance milestones were met and

the 25,000,000 options were vested.

On February 20, 2026, the Company amended the above employee performance stock option.

The amendment

replaces performance vesting conditions of the unvested portion of the stock options to be vested over a fifteen (15) month period until

remaining options are fully vested.

During the period ended March 31, 2026, 5,000,000 options vested, leaving 55.000,000 options not

yet vested as of March 31, 2026.

The options expire on June 15, 2030 .

December 9, 2024, the Company entered into an agreement with a consultant to provide advisory services in developing technology and products

to produce green hydrogen.

The Company granted 2,500,000 stock options, which vest starting January 1, 2025.

The options vest at a rate

of 69,444 options per month for thirty-five ( 35 ) months of consecutive service to the Company.

The remaining 69,460 options will be vested

at the end of the thirty-sixth (36th) month.

The agreement will continue on a month-to-month basis until terminated at the earlier of:

(i) 36 months from the date of the agreement, or (ii) any time by either party with a 5-day written notice from one party to the other.

As of March 31, 2026, there were 624,998 options vested, and 1,875,002 options not yet vested.

The options expire on December 1, 2027 .

May 1, 2025, the Company entered into an agreement with a consultant to provide technology services to the Company in developing technology

and products to produce green hydrogen.

The Company granted 2,500,000 common stock options, which vest starting May 1, 2025.

vest at a rate of 69,444 options per month for thirty-five ( 35 ) months of consecutive service to the Company.

The remaining 69,460 options

will be vested at the end of the thirty-sixth (36th) month.

The agreement will continue on a month-to-month basis until terminated at

the earlier of:

(i) 36 months from the date of the agreement, or (ii) any time by either party with a 5-day written notice from one party

to the other.

As of March 31, 2026, there were 349,315 options vested, and 2,150,685 options not yet vested.

The options expire on May

the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life

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risk-free rate, dividend rate, and estimated life.

The stock options terminate seven

( 7 ) years from the date of grant or upon termination of employment.

As of March 31, 2026, the aggregate total of 565,000,000 stock options

were outstanding.

Stock compensation expense recognized for the period was $ 63,592 .

and Development

and development costs are expensed as incurred.

Total research and development costs were $ 331,513 and $ 101,518 for the three months

ended March 31, 2026 and 2025, respectively.

Total research and development costs were $ 674,387 and $ 249,385 for the six months ended

June 30, 2026 and 2025, respectively and $ 342,874 and $ 147,867 for the three months ended June 30, 2026 and 2025, respectively.

and Marketing

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The advertising and marketing costs were $ 203,447 and

$ 106,479 for the three months ended March 31, 2026 and 2025, respectively.

$ 200,571 for the six months ended June 30, 2026 and 2025, respectively and $ 109,878 and $ 94,092 for the three months ended June 30, 2026

and 2025, respectively.

operates as a single operating segment, focusing on developing clean energy technology.

accounting policies of the operating segment are the same as those described in the summary of significant accounting policies.

The Company’s

chief operating decision maker (“CODM”) is the Chief Executive Officer and Acting Chief Financial Officer.

The CODM assesses

performance for the segment and decides how to allocate resources based on net income (loss) that is reported on the income statement.

The measure of segment assets is reported on the balance sheet as total assets.

the Company did not generate revenues in the current period, the CODM assessed Company performance through the achievement of target

identification goals.

In addition to the Company’s Statement of Operations, the CODM regularly works to develop budgeted and forecasted

expense information which is used to determine the Company’s liquidity needs and cash allocation.

Earnings (Loss) per Share Calculations

earnings (loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share.

Basic earnings

(loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year.

Diluted net earnings

(loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect

of stock options and stock-based awards (Note 5).

the three months ended March 31, 2026 and 2025, the Company has not included shares issuable from 565,000,000 stock options and 228,958,334

warrants, because their impact on the income per share is antidilutive.

follow ASC Subtopic 260-10, Earnings per Share, which specifies the computation, presentation, and disclosure requirements of earnings

per share information.

Basic loss per share has been calculated based upon the weighted average number of common shares outstanding.

Diluted income (loss) per share reflects the potential dilution that could occur if stock options or other contracts to issue common

stock were exercised or converted during the period.

Dilutive securities having an anti-dilutive effect on diluted earnings per share

are excluded from the calculation.

to the net loss for the three and six months ended June 30, 2026 and 2025, basic and diluted income per share were the same, as all securities

had an anti-dilutive effect.

The following table presents potentially dilutive securities that were not included in the computation of

diluted net income per share for the three months ended June 30, 2026 and 2025, as their inclusion would be anti-dilutive.

SCHEDULE OF NET EARNINGS PER SHARE

For the Three Months Ended

Income (Loss) to common shareholders (Numerator)

$ ( 822,996 )

$ ( 476,094 )

Basic weighted average number of common shares outstanding (Denominator)

Diluted weight average number of common shares outstanding (Denominator)

June 30, 2026

June 30, 2025

Weighted average options to purchase common stock

Weighted average warrants to purchase common stock

following table presents potentially dilutive securities that were not included in the computation of diluted net income per share for

the six months ended June 30, 2026 and 2025, as their inclusion would be anti-dilutive.

June 30, 2026

June 30, 2025

Weighted average options to purchase common stock

Weighted average warrants to purchase common stock

Value of Financial Instruments

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practicable to estimate that value.

As of March 31, 2026, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

and accrued expenses, approximate the fair value because of their short maturities.

As of June 30, 2026, the amounts reported for cash, prepaid expenses, accounts payable, and accrued

expenses, approximate the fair value because of their short maturities.

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

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measure certain financial instruments at fair value on a recurring basis.

As of March 31, 2026, there were no financial instruments to

in Stockholder’s Equity

change in mezzanine was reclassified and accounted for in the shareholders’ deficit statement in the current period.

As of June 30, 2026, there were no financial instruments to

Issued Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect

on the accompanying condensed financial statements.

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including

but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses.

The amendments are

effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15,

Early adoption is permitted and the amendments may be applied either prospectively or retrospectively.

The Company is currently

evaluating this ASU to determine its impact on the Company’s disclosures.

The amendments only impact disclosures and are not expected

to have an impact on the Company’s financial condition and results of operations.

Company considers all new pronouncements and management has determined that there have been no recently adopted or issued accounting

standards that had or will have a material impact on its financial statements.

PREFERRED STOCK

Stock March 31, 2026 and 2025

of March 31, 2026, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $ 3,485,313 ,

and a stated face value of one hundred dollars ($ 100 ) per share which are convertible into shares of fully paid and non-assessable shares

of common stock of the Company.

The holder of the Series C preferred stocks is entitled to receive dividends pari passu with the holders

of common stock, except upon liquidation, dissolution and winding up of the Corporation.

The holder has the right, at any time, at its

election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $ 0.0014 and has no voting rights.

preferred shares have been classified under mezzanine financing, a hybrid of debt and equity financing that gives a lender the right

to convert debt to an equity interest in a company in case of default, generally, after venture capital companies and other senior lenders

Stock March 31, 2026

of March 31, 2026, the Company did not issue any common stocks during the period.

of June 30, 2026, the Company had 34,461 shares of Series C Preferred Stock outstanding with a fair value of $ 3,446,113 , and a stated

face value of one hundred dollars ($ 100 ) per share which are convertible into shares of fully paid and non-assessable shares of common

stock of the Company.

The holder of the Series C preferred stocks is entitled to receive dividends pari passu with the holders of common

Upon any liquidation, dissolution or winding up of the Company, the holder of each outstanding share of Series C Preferred Stock

is entitled to receive, before any payment is made to holders of common stock, an amount equal to one hundred dollars ($ 100 ) per share,

plus all declared and unpaid dividends thereon, with any remaining assets distributed to holders of common stock.

A sale of all or substantially

all of the Company’s assets, a merger or consolidation resulting in a change of control of more than fifty percent (50%) of the

Company’s voting power, or a similar reorganization is deemed a liquidation, dissolutions or winding up for this purpose.

has the right, at any time, at its election, to convert shares of Series C Preferred Stock into common stock at a conversion price of

$ 0.0014 and has no voting rights.

the six months ended June 30, 2026, 392 shares of Series C Preferred Stock with a stated value of $ 39,200 were cancelled.

Series S Preferred Stock has been classified under mezzanine financing, a hybrid of debt and equity financing that gives a lender the

right to convert debt to an equity interest in a company in case of default, generally, after venture capital companies and other senior

lenders are paid.

May 2, 2025, the Company entered into a purchase agreement with an investor for the sale of up to $ 3,000,000 worth of common stock (the

“Purchase Agreement”).

During the six months ended June 30, 2026, the Company issued 46,410,339 shares of common stock for

$ 769,610 under the Purchase Agreement at prices ranging from $ 0.0155 to $ 0.0194 , pursuant to purchase notices received from the investor.

The finance cost of $ 6,575 was deducted from the gross proceeds, leaving net proceeds of $ 763,035 .

During the six months ended June 30,

2025, the Company issued 803,536 shares of common stock for $ 30,000 of commitment fees paid under the Purchase Agreement.

STOCK OPTIONS AND WARRANTS

the three months ended March 31,2026 no stock options were granted by the Company.

Also, during the three

months ended March 31, 2026, no stock options expired.

2022 Incentive Plan authorizes a variety of incentive equity awards consisting of incentive stock options, non-qualified stock options,

restricted stock, restricted stock units, and reserves for issuance up to 500,000,000 shares of the Company’s common stock.

involving our options are summarized as follows:

SCHEDULE OF STOCK OPTIONS

Number of Options

Weighted average

Exercise Price

Number of Options

Weighted average

exercise price

Outstanding as of the beginning of the periods

Expired/Cancelled

Outstanding as of the end of the periods

Exercisable as of the end of the periods

weighted average remaining contractual life of options outstanding as of March 31, 2026 and 2025 were as follows:

Options outstanding at December 31, 2025

Canceled/Expired

Options outstanding at June 30, 2026

of our options outstanding as of June 30, 2026, are as follows:

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

Exercisable Price

Stock Options Outstanding

Stock Options Exercisable

Weighted Average Remaining Contractual Life (years)

Exercisable Price

Stock Options Outstanding

Stock Options Exercisable

Weighted Average Remaining Contractual Life (years)

Company adopted ASC 718 to account for stock-based awards measured at fair value, using the Black Scholes Model.

The fair value compensation

expense is based on the grant date of the stock options and warrants which is the date the Company and employee reach a mutual agreement

on the terms of the award.

The cost is then recognized as an expense over the requisite service period and the recipient performs the

required services.

reliability of the grant-date fair value relies heavily on the quality and reasonableness of certain input assumptions.

A significant

input is the expected volatility of the Company’s stock over the option’s expected term.

The expected term represents the

period the Company anticipates the employee will hold the option before exercising it.

The Black Scholes model requires the use of these

assumptions to determine the fair value of the stock-based awards.

The Company uses management’s best estimates, which include

the awards expected term, the fair value of the common stock, the expected volatility of the price of the common stock, the risk-free

interest rate, and the expected dividend yield of the common stock.

The expected term represents the period that the Company’s

stock-based awards are expected to be outstanding.

Options Exercisable

Weighted Average Exercise Price of

Options Exercisable

Weighted Average Contractual Life

Exercisable (Years)

Weighted Average Contractual Life

Outstanding (Years)

April 1, 2026, the Company granted 2,500,000 non-qualified stock options to a consultant.

The options have an exercise price of $ 0.018 ,

expire on the tenth anniversary of the grant date, and vest 69,444 options per month over a 35-month period from the grant date and the

remaining 69,460 options vest at the end of the 36-month.

stock compensation expense related to the options for the six months ended June 30, 2026, and 2025, was $ 331,333 and $ 116,527 , respectively.

As of June 30, 2026, there was $ 713,294 of unrecognized compensation cost related to the Options, which is expected to be recognized

over a remaining weighted-average vesting period of approximately 0.53 years.

Company uses the Black Scholes model to value option grants.

The Black Scholes model requires the use of these assumptions to determine

the fair value of the stock-based awards.

The Company uses management’s best estimates, which include the awards expected term,

the fair value of the common stock, the expected volatility of the price of the common stock, the risk-free interest rate, and the expected

dividend yield of the common stock.

The expected term represents the period that the Company’s stock-based awards are expected

to be outstanding.

The Company has based its expected term on the simplified method available under U.S.

stock options terminate between seven ( 7 ) and ( 10 ) years from the date of grant or upon termination of employment.

As of March 31, 2026,

the aggregate total of 565,000,000 stock options were outstanding.

stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2026 and 2025, were

$ 140,675 and $ 55,376 , respectively.

of March 31, 2026, there was no intrinsic value with regards to the outstanding options.

the three months ended March 31, 2026, the Company issued no common stock purchase warrants.

of March 31, 2026 and 2025, the outstanding common stock purchase warrants were as follows:

involving our warrants are summarized as follows:

SCHEDULE OF WARRANTS ACTIVITY

Number of Options

Weighted average

Exercise Price

Number of Options

Weighted average

exercise price

Outstanding as of the beginning of the periods

Outstanding as of the end of the periods

Exercisable as of the end of the periods

weighted average remaining contractual life of the warrants outstanding as of March 31, 2026 was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercisable Price

Common Stock Purchase Warrants Outstanding

Common Stock Purchase Warrants Exercisable

Weighted Average Remaining

Contractual Life (years)

was no warrant compensation recognized as of March 31, 2026.

EQUITY FINANCING AGREEMENT

May 2, 2025, the Company entered into an equity financing agreement with GHS pursuant to which GHS has agreed to provide up to three

million dollars ($ 3,000,000 ) upon effectiveness of a registration statement on Form S-1.

Following effectiveness of the registration

statement, the Company shall have the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based

on the investment amount specified in each put notice.

The maximum amount that the Company shall be entitled to put to GHS in each put

notice will not exceed two hundred percent (200%) of the average of the daily trading dollar volume of the Company’s common stock

during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company.

Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of

the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s

outstanding common stock.

The price of each put share shall be equal to ninety-two- and one-half percent (92.5%) of the lowest traded

price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is

delivered to GHS and one hundred twelve and one-half percent (112.5%) of the put amount shall be delivered in shares in each particular

No put will be made in an amount greater than $ 500,000 .

Puts may be delivered by the Company to GHS until the earlier of twenty-four

(24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of

$ 3,000,000 worth of put shares.

The Company filed the registration statement with the SEC on May 19, 2025, which was declared effective

on May 30, 2025.

of March 31, 2026, the Company had 63,431,529 shares of common stock outstanding, with purchase prices between $ 0.0195689 – 0.031080

for a fair value of $ 1,355,807 , less the $ 30,000 commitment fee.

Agreement is accounted for under ASC 815-40 standard for equity instruments, including common shares issued through an equity finance

This standard provides guidance on the recognition and measurement of equity instruments, including the accounting for equity

finance cost.

May 2, 2025, the Company issued 803,536 shares of common stock to GHS in connection with its equity financing at a price of $ 0.037335

per share for a total of $ 30,000 in consideration.

The equity financing cost is accounted for as a deduction from equity to the extent

it is incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

This accounting treatment

recognizes that these costs provide future economic benefits to the Company.

July 17, 2025, the Company issued 11,616,962 shares of common stock through its equity financing agreement and received $ 298,770 less

legal and clearing fees of $ 15,482 for a total of $ 314,252 .

August 6, 2025, the Company issued 4,770,259 shares of common stock through its equity financing agreement and received $ 145,604 less

clearing fees of $ 2,656 for a total of $ 148,260 .

September 3, 2025, the Company issued 5,499,766 shares of common stock through its equity financing agreement and received $ 108,546 less

clearing fees of $ 2,244 for a total of $ 110,709 .

September 18, 2025, the Company issued 3,358,693 shares of common stock through its equity financing agreement and received $ 62,861 less

clearing fees of $ 2,865 for a total of $ 65,726 .

October 8, 2025, the Company issued 6,034,628 shares of common stock through its equity financing agreement and received $ 96,226 less

clearing fees of $ 3,010 for a total of $ 99,236 .

October 29, 2025, the Company issued 22,535,036 shares of common stock through its equity financing agreement and received $ 434,402 less

clearing fees of $ 1,025 for a total of $ 435,427 .

November 14, 2025, the Company issued 8,812,649 shares of common stock through its equity financing agreement and received $ 179,399 less

clearing fees of $ 1,025 for a total of $ 180,424 .

SEGMENT INFORMATION

Company operates as a 1 single reporting segment engaged in developing a technology that uses water and heat rather than electricity to

produce the lowest cost green hydrogen.

accounting policies of the operating segment are the same as those described in the summary of significant accounting policies.

Operating Decision Makers are the Company’s Chief Executive officer and its President, who together (the “CODM”), evaluate

company performance based on Net income (loss), determined in accordance with U.S.

GAAP, and Adjusted EBDITA, a non-GAAP measure.

Company defines Adjusted EBITDA as income from operations, determined in accordance with GAAP, excluding the following:

and amortization of property and equipment;

of acquired intangible assets;

SEGMENT INFORMATION (Continue)

CODM uses these measures to assess profitability and guide resource allocations, and believes that Adjusted EBITA, when reviewed in conjunction

with Net income (loss), is a useful measure to assess the Company’s performance and liquidity, as it provides meaningful operating

results by excluding the effects of expenses that are not reflective of the Company’s operating business performance.

the CODM uses Adjusted EBITA to understand and compare operating results across accounting periods, and for financial and operational

decision-making and resource allocation.

The presentation of Adjusted EBITA is not intended to be considered in isolation or as a substitute

for the financial information prepared in accordance with GAAP.

CODM conducts quarterly financial reviews, focusing on research expenditures, operational efficiency, investment decisions, including

capital expenditures for new research activities, are made based on expected return on investment and regulatory environment in which

the Company operates.

table below provides the Company’s Net loss, Operating Expenses, Other Income, and a reconciliation of Income/Loss to Adjusted

EBITDA for the three months ended March 31, 2026 and 2025:

SCHEDULE OF NET LOSS, OPERATING EXPENSES, OTHER INCOME, AND RECONCILIATION OF INCOME/LOSS TO ADJUSTED EBITDA

SEGMENT INFORMATION

March 31, 2026

March 31, 2025

Three Months Ended

SEGMENT INFORMATION

March 31, 2026

March 31, 2025

LESS OPERATING EXPENSES

Selling and marketing expenses

General and administrative expenses

Research and development

Depreciation and amortization

SEGMENT NET LOSS

$ ( 822,701 )

$ ( 476,271 )

Reconciliation of profit or loss

Adjustment and reconciling items

Consolidated Net Income

$ ( 822,996 )

Warrants outstanding at December 31, 2025

Canceled/Expired

( 223,958,334 )

Warrants outstanding at June 30, 2026

of our warrants outstanding as of June 30, 2026, are as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Warrants Exercisable

Weighted Average

Contractual Life of

Warrants Outstanding

and Exercisable (Years)

COMMITMENTS AND CONTINGENCIES

Company rents office space on a month-to-month basis with a monthly rent payment in the amount of $ 550 .

May 30, 2023, the Company entered into an amendment (the “May 2023 Amendment”) to an advisory agreement dated March 15, 2022

entered into with a consultant for general business consulting services to the Company, including but not limited to technology, business

development, and product development services.

In connection with the advisory agreement, the Company granted the consultant 5,000,000

stock options, vesting at a rate of 138,889 options per month for thirty-six ( 36 ) months of consecutive service to the Company.

2023 Agreement provided for cash compensation based on an hourly rate of $ 200 for the services specifically requested by the Company

in lieu of a fixed monthly fee.

The May 2023 Amendment became effective on June 15, 2023, and will continue on a month-to-month basis

until terminated at the earlier of March 15, 2025, or at any time by either party upon a 5-day written notice to the other party.

March 15, 2025, the parties entered into a second amendment to extend the term of the advisory agreement to March 15, 2028.

the amendments described above, the provisions of the advisory agreement dated March 15, 2022, shall remain effective.

December 17, 2024, the Company entered into an agreement with a consultant to provide laboratory support for the development of technology

for the production of green hydrogen.

The Company agreed to pay Consultant cash compensation of $ 175 per hour for providing the service.

The Agreement will continue until terminated at the earlier of:

(i) conclusion of the work or (ii) any time by either party with a 5-day

written notice from one party to the other.

April 15, 2025, the Company entered into an agreement with a consultant to provide general business services to the Company, including

but not limited to technology development and business development services as the Company’s Chief Technology Officer.

The consultant

will be paid $ 10,000 per month.

May 1, 2025, the Company entered into an agreement with a consultant, to perform research that would benefit the Company at a monthly

compensation of $ 3,000 .

The Company also granted stock options to the consultant to purchase 2,500,000 shares of common stock of the

Company which will vest over a thirty-six ( 36 ) month period.

May 1, 2025, the Company entered into an option agreement with the Regents of the University of California (the “Regents”),

to obtain an exclusive option to utilize certain patent rights and solely for the purpose of providing the Company with additional time

to evaluate certain inventions to determine its interest in pursuing an exclusive license to the Regents’ interest in certain patent

The option expires on July 31, 2026.

As partial consideration for the option, the Company paid the Regents an option execution

fee of $ 20,000

August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would

benefit both the University and the Company, as Sponsor, and that is consistent with the research and educational objectives of the University.

The cost to the Company for the University’s performance shall not exceed $ 716,326 .

The agreement shall be performed on a cost-reimbursement

When expenditures reach the above amount, the Company will not be required to fund, and the University will not be required to

perform additional work thereunder unless by mutual agreement of both parties.

As of September 30, 2025, the Company paid an aggregate

of $ 716,326 to the University which is the maximum payment under the Agreement.

June 28, 2023, the Company entered into a Research Agreement (the “Agreement”) with The Regents of the University of California

(the “University”), on behalf of its Santa Barbara Campus.

Pursuant to the Agreement, the University will perform certain

research with respect to Thermochemical Water Splitting for Hydrogen Production from Water.

The Agreement provides that the research

will be completed under the direction of Professors Phillip Christopher and Eric McFarland, who will serve as principal Investigators.

The Agreement also sets forth the rights to any data or information developed by the University under the Agreement, as well as the ownership

of any patentable developments or discoveries arising from the Agreement.

On November 17, 2025, the Company and the Regents of the University

of California amended the Research Agreement to increase consideration payable to the University to $ 1,690,038 .

The effective date of

the Amendment is November 17, 2025 and the term of the Agreement runs through November 30, 2026.

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising.

3 unchanged sentences

matters will not have a material adverse effect on the Company’s financial position or results of operations.

of March 31, 2026, there were no legal proceedings against the Company.

of June 30, 2026, there were no legal proceedings against the Company.

SUBSEQUENT EVENT

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has no subsequent events to report.

April 1, 2026, the Company amended an existing agreement with a consultant to grant 2,500,000 common stock options, which vest starting

April 1, 2026.

The options vest at a rate of 69,444 options per month for thirty-five ( 35 ) months of consecutive service to the Company.

The remaining 69,460 options will be vested at the end of the thirty-sixth (36th) month.

April 30, 2026, the Company issued 21,523,187 shares of common stock through its equity financing agreement and received $ 344,387 less

clearing fees of $ 2,471 for a total of $ 346,858 .

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has no subsequent events to report except as described

July 8, 2026, the Company issued 5,290,010 shares of common stock pursuant to the Purchase Agreement and received $ 66,983 less clearing

fees of $ 1,191 for a total of $ 65,792 .

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