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Item 7. Management’s Discussion and Analysis

2026-04-15 compared with 2025-03-31 · 241 added, 319 removed, 39 unchanged (93% of the section changed)

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following

discussion and analysis of our financial condition and results of operations for the years ended December 31, 2024 and 2023 in conjunction

with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report.

This discussion contains

forward-looking statements that involve risks and uncertainties.

Our actual results and the timing of selected events could differ materially

from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk

Factors” and elsewhere in this Annual Report.

We offer a suite of proprietary

business-to-business software tools that are meant to drive user engagement through gamification and rewards.

These tools allow our partners

to offer in-game prizing and rewards, including merchandise, coupons, digital goods, and sweepstakes entries — inside

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

should read the following discussion and analysis of our financial condition and results of operations for the years ended December 31,

2025 and 2024 in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual

This discussion contains forward-looking statements that involve risks and uncertainties.

Our actual results and the timing of

selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including

those set forth under “Risk Factors” and elsewhere in this Annual Report.

offer a suite of proprietary business-to-business software tools that are meant to drive user engagement through gamification and rewards.

These tools allow our partners to offer in-game prizing and rewards, including merchandise, coupons, digital goods, and sweepstakes entries — inside

their websites, their venues, or their streaming media content.

Our customers mostly sports

teams (Professional and Collegiate), venues (Arenas, Football Stadiums, Baseball Stadiums), and advertising agencies, which typically

use our products as part of their live events or as part of an advertising campaign with the goal of engaging fans, increasing consented

first-party data, and increasing sales.

customers mostly sports teams, venues (Arenas, Football Stadiums, Baseball Stadiums), fan engagement and sponsor activation platforms,

digital out-of-home media companies, and advertising agencies, which typically use our products as part of their live events or as part

of an advertising campaign with the goal of engaging fans, increasing consented first-party data, and increasing sales.

At December 31,

2025, we had four active customers.

At December 31, 2024, we had two active customers.

At December 31, 2023, we had 16 active customers.

Our products and games are

designed so that end users of our products could earn prizes by registering on our system and completing in-content challenges like trivia,

polls, or casual mobile games.

Players could use our system to play a variety of games and earn a wide range of prize types, provided

by advertisers and sponsors.

Our products, include our in-venue XEO and Filter Fan Cam products for live events, and our new stand-alone

“Winfinite” product line that can be used by brands, advertising agencies, and content partners to reach potential customers

outside of sports venues, on mobile devices.

We also have an IP portfolio that could create future licensing and product development opportunities

including our recently allowed Artificial Intelligence (“AI”) and Machine Learning (“ML”) series of patent claims.

With the acquisition of Xcite

Interactive in June 2021, we acquired a number of key pieces of technology and relationships that have helped to drive our engagement

and rewards business, including a live events fan engagement business that has partnered with professional sports franchises in the National

Football League (“NFL”), the National Basketball Association (“NBA”), the National Hockey League (“NHL”)

and others to increase audience engagement using interactive gaming functions like trivia, polling, and casual games that can be played

alongside live experiences whether a player is at-home, in a restaurant, or in-venue at the event itself.

Our largest customers in 2024

were the Texas Rangers and San Jose Sharks.

We now have three principal

software products.

Our eXtreme Engagement Online or “XEO” platform is designed primarily for in-venue main-board work in

stadiums and arenas.

Our Filter Fan Cam (FFC) platform is an Augmented Reality filtering tool that can be used for mobile and in-venue

applications.

In addition, we have a stand-alone gaming and prizing product that we call “Winfinite,” which allows brands,

media companies, and advertising agencies to reach out to customers directly on their mobile devices.

We license these three software

products to teams, ad agencies, and other content creators.

Significant Components of Our Results of Operations

general, we recognize revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will

flow to us, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria have

been met or there are no significant remaining performance obligations for each of our activities as described below.

Foreseeable losses,

if any, are recognized in the year or period in which the loss is determined.

We earn revenue through the

development and maintenance of custom-built software.

We recognize revenues received

from the development and maintenance of custom-built software and other professional services provided upon the satisfaction of our performance

obligation in an amount that reflects the consideration to which we expect to be entitled in exchange for those services.

obligations can be satisfied either at a single point in time or over time.

For those performance obligations that are satisfied at a

single point in time, the revenue is recognized at that time.

For each performance obligation satisfied over time, we recognize revenue

by measuring the progress toward complete satisfaction of that performance obligation.

Our contracts with customers

may include multiple performance obligations.

For these contracts, we account for individual performance obligations separately if they

are capable of being distinct within the context of the contract.

Determining which performance obligations are considered distinct may

require significant judgment.

Judgment is also required to determine the amount of revenue associated with each distinct performance

products and games are designed so that end users could earn prizes by registering on our system and completing in-content challenges

like trivia, polls, or casual mobile games.

Players could use our system to play a variety of games and earn a wide range of prize types,

provided by advertisers and sponsors.

Our products, include our in-venue Filter Fan Cam (“FFC”) products for live events,

our stand-alone “Winfinite” product line that can be used by brands, advertising agencies, and content partners to reach

potential customers outside of sports venues, on mobile devices, as well as the “Winfinite” Games, which are customizable

web-based casual games.

We also have an IP portfolio that could create future licensing and product development opportunities including

our recently allowed Artificial Intelligence (“AI”) and Machine Learning (“ML”) series of patent claims.

the acquisition of Xcite Interactive in June 2021, we acquired a number of key pieces of technology and relationships that have helped

to drive our engagement and rewards business, including a live events fan engagement business that has partnered with professional sports

franchises in the National Football League (“NFL”), the National Basketball Association (“NBA”), the National

Hockey League (“NHL”) and others to increase audience engagement using interactive gaming functions like trivia, polling,

and casual games that can be played alongside live experiences whether a player is at-home, in a restaurant, or in-venue at the event

Our largest customers in 2024 were the Texas Rangers and San Jose Sharks.

For the year ended December 31, 2025, the Company’s

largest customer was ASPIS, a significant shareholder and we continue to do business with the Texas Rangers.

offer a suite of products centered on “Winfinite” and FFC.

Our FFC platform is an Augmented Reality filtering tool that can

be used for mobile and in-venue applications.

In addition, we have a stand-alone gaming and prizing product that we call “Winfinite,”

which allows brands, media companies, and advertising agencies to reach out to customers directly on their mobile devices.

these software products to teams, ad agencies, and other content creators.

Components of Our Results of Operations

In general, we recognize revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits

will flow to us, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria

have been met or there are no significant remaining performance obligations for each of our activities as described below.

losses, if any, are recognized in the year or period in which the loss is determined.

earn revenue through the development and maintenance of custom-built software.

recognize revenues received from the development and maintenance of custom-built software and other professional services provided upon

the satisfaction of our performance obligation in an amount that reflects the consideration to which we expect to be entitled in exchange

for those services.

Performance obligations can be satisfied either at a single point in time or over time.

For those performance obligations

that are satisfied at a single point in time, the revenue is recognized at that time.

For each performance obligation satisfied over

time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation.

contracts with customers may include multiple performance obligations.

For these contracts, we account for individual performance obligations

separately if they are capable of being distinct within the context of the contract.

Determining which performance obligations are considered

distinct may require significant judgment.

Judgment is also required to determine the amount of revenue associated with each distinct

performance obligation.

Operating Expenses.

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primary component of each of these operating expense categories, which consist of cash-based personnel costs, such as salaries, benefits

Additionally, these categories include intangible amortization, amortization expense, interest expense, software costs,

professional fees and share-based compensation.

Operating Results

Comparison of Results of Operations for the Years Ended December

31, 2024 and 2023

The following table summarizes our results of operations

for the years ended December 31, 2024 and 2023:

For the Year Ended December 31,

Statement of Operations and Comprehensive Loss Data:

Additionally, these categories include professional fees and share-based compensation.

of Results of Operations for the Years Ended December 31, 2025 and 2024

following table summarizes our results of operations for the years ended December 31, 2025 and 2024:

the Year Ended

Statement of Operations and

Comprehensive Loss Data:

Cost of revenues

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Selling, general and administrative

Impairment of goodwill and other intangibles

Total Operating Expenses

Operating loss

(10,852,374 )

Employee retention credit

Other income/(expense)

income/(expense)

Loss before tax provision

(10,512,157 )

Provision for income taxes

for income taxes

$ (2,144,733 )

$ (4,574,836 )

Our revenues are derived from

three primary sources:

revenues are derived from three primary sources:

software licensing, professional services and advertising.

Revenue was $57,288 for the year ended December 31,

2024, representing a decrease of $213,881, or 79%, from $271,169 for the year ended December 31, 2023.

The decrease was primarily due

to a significant reduction in the number of clients from 16 active clients at December 31, 2023 to two active clients at December 31,

Cost of revenues

Cost of revenues was $40,277

for the year ended December 31, 2024, representing a decrease of $62,790, or 61%, from $103,067 for the year ended December 31, 2023.

The decrease was primarily due to significant reductions in staff related to our company restructuring.

Research and development

was $246,019 for the year ended December 31, 2024, representing a decrease of $861,216, or 78%, from $1,107,325 for the year ended December

The decrease was primarily due to a reduction in staffing levels, including a large portion of our engineering staff, and a

reduction in software costs.

Revenue was $2,183,415 for

the year ended December 31, 2025, representing an increase of $2,126,127, or 3,711%, from $57,288 for the year ended December 31, 2024.

The increase can be attributed to the recognition of the ASPIS license revenue and professional services.

of revenues was $16,446 for the year ended December 31, 2025, representing a decrease of $23,831, or 59%, from $40,277 for the year ended

December 31, 2024.

The decrease was due to the decrease in infrastructure needed for the Xcite Interactive customers.

and development

and development was $48,065 for the year ended December 31, 2025, representing a decrease of $197,954, or 80%, from $246,019 for the

year ended December 31, 2024.

The decrease was primarily due to a reduction in staffing levels, including a large portion of our engineering

staff, and a reduction in software costs.

general and administrative

Selling, general and administrative

Selling, general and administrative was $4,310,218 for the year ended

December 31, 2024, representing a decrease of $1,634,691, or 27%, from $5,944,909 for the year ended December 31, 2023.

The decrease was

primarily due to a reduction in staffing levels, from 16 employees at December 31, 2023 to 6 employees at December 31, 2024.

Impairment of goodwill and other intangible

Impairment of goodwill

and other intangible assets was none for the year ended December 31, 2024, representing a decrease of $3,968,332 or 100% from

$3,968,332 for the year ended December 31, 2023.

The $3,698,332 impairment as of December 31, 2023 was related to the impairment of

capitalized software from our HP contract and platform.

Loss from Operations

Loss from operations was $4,539,226

for the year ended December 31, 2024, representing a decrease of $6,313,148, or 58%, from $10,852,374 for the year ended December 31,

Decreases in salaries because of reduced staffing levels resulted in the decrease in the loss.

Other income (expense)

Other income (expense) was

an expense of $11,384 for the year ended December 31, 2024, representing a decrease of $351,601, or 103%, from income of $340,217 for

was $4,280,214 for the year ended December 31, 2025, representing a decrease of $30,004, or 1%, from $4,310,218 for the year ended December

The decrease was primarily due to a reduction in professional fees.

Selling, general and administrative for the year ended December

31, 2025, included Company funds which had been misappropriated.

For more information about the fraudulent activity and a promissory note

that was executed by the former Chief Financial Officer in connection therewith, please see Notes 11 and 12 to our consolidated financial

statements for the year ended December 31, 2025.

from Operations

from operations was $2,161,310 for the year ended December 31, 2025, representing a decrease of $2,377,916, or 52%, from $4,539,226 for

the year ended December 31, 2024.

The decrease in income can be attributed to the $354,105 employee retention credit earned in 2023 with

no credit earned in 2024.

Income tax expense

Income tax expense was $24,226

for the year ended December 31, 2024, representing a decrease of 100% from no income tax expense for the year ended December 31, 2023.

The increase in income tax can be attributed to taxes owed in our Canadian jurisdiction in 2024.

The effect of inflation on

our revenue and operating results was not significant.

Liquidity and Capital Resources

Our financial condition and liquidity is and will

continue to be influenced by a variety of factors, including:

Increase in revenue resulted in the decrease in the loss.

income (expense)

income (expense) was an income of $18,173 for the year ended December 31, 2025, representing an increase of $29,557, or 260%, from expense

of $(11,384) for the year ended December 31, 2024.

The increase in income can be attributed to changes in foreign currency rates.

tax expense was $1,596 for the year ended December 31, 2025, representing a decrease of $22,630 from income tax expense of $24,226 for

the year ended December 31, 2024.

The decrease in income tax can be attributed to taxes owed in our Canadian jurisdiction in 2024.

effect of inflation on our revenue and operating results was not significant.

and Capital Resources

inception, the Company has incurred operating losses as it continues to invest in developing and commercializing its technology platform.

For the years ended December 31, 2025 and 2024, we incurred net losses of approximately $2.1 million and $4.6 million, respectively.

During these periods, operations were primarily financed through an initial public offering of common shares in January 2021 and subsequent

equity and debt transactions, including warrant exercises and private placements.

In October 2024, warrant holders exercised approximately

$0.9 million of warrants, and in November and December 2024 the Company raised $2.5 million through convertible notes.

Our cash and cash

equivalents as of December 31, 2025 was $0.5 million.

Our primary cash needs are for working capital requirements, capital expenditures

and to fund our operations.

are subject to the risks and uncertainties common to emerging growth businesses.

Management believes that current resources and expected

operating revenues may not be sufficient to fund planned activities for the next twelve months.

The report of our independent registered

public accounting firm on the Company’s consolidated financial statements for the year ended December 31, 2025 and 2024 included

an explanatory paragraph noting that recurring operating losses, accumulated deficit, and negative operating cash flows raise substantial

doubt about the Company’s ability to continue as a going concern within one year after the issuance of those financial statements.

are pursuing initiatives intended to improve cash flows from operations and continue to evaluate strategic and financing alternatives

to strengthen liquidity.

To execute the business plan and support growth initiatives, the Company may seek additional financing through

equity or debt offerings, credit facilities, or other arrangements.

There can be no assurance that such financing will be available on

terms acceptable to the Company, or at all.

Any future equity or equity-linked financing could dilute existing stockholders and may affect

the market price of the Company’s common shares, while debt financing, if obtained, could impose covenants or interest obligations.

If sufficient funding is not secured when required, the Company may need to further align its operating expenditures with available resources,

which could impact certain development programs or staffing levels.

Management believes that disciplined cost control, continued customer

engagement, and expansion into new markets may provide a foundation for improved liquidity over time;

however, material uncertainties

remain until additional financing or sustained positive cash flows are achieved.

In addition, as previously

disclosed in the Company’s Form 12b-25 filed on April 1, 2026, in the first quarter of 2026, the Audit Committee of the Company’s

Board of Directors conducted an internal investigation and determined that fraudulent activity involving the Company’s former Chief

Financial Officer had occurred.

A promissory note was executed in connection therewith;

however, there can be no assurance that such note

will be collected in part or full or at all.

For more information about the fraudulent activity and promissory note, please see Notes

11 and 12 to our consolidated financial statements for the year ended December 31, 2025, which disclosure is incorporated herein by reference.

financial condition and liquidity is and will continue to be influenced by a variety of factors, including:

our ability to generate

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requirements.

Since inception, we have

incurred significant operating losses.

For the years ended December 31, 2024 and 2023, we incurred net losses of approximately $4.6 million

and $10.5 million, respectively.

During such periods, we have financed our operations primarily through an initial public offering of

our common shares in January 2021 and subsequent public offerings, registered direct offerings, convertible debt, warrant exercises and

private placements.

In October 2024 warrant holders exercised $0.9 million of warrants into common stock.

Also, in November and December

2024 the Company raised $2.5 million of convertible debt.

In February 2023, we completed a registered direct offering of our common shares

in which we received gross proceeds of $2.25 million and net proceeds of approximately $2.0 million.

In October 2023, we completed a public

direct offering of our common shares in which we received gross proceeds of approximately $3.0 million and net proceeds of approximately

$2.5 million.

In November 2023, we completed a private placement of our equity securities in which we received gross proceeds of $2.6

Throughout 2023, we received approximately $4.6 million in proceeds from warrant exercises.

Our cash and cash equivalents as

of December 31, 2024 was $3.1 million.

Our primary cash needs are for working capital requirements, capital expenditures and to fund our

We are subject to the risks

and uncertainties associated with a new business.

We believe that our current resources and the expected revenues from operations will

be insufficient to fund our planned operations for the next twelve months.

The report of our independent registered public accounting

firm on our consolidated financial statements for the year ended December 31, 2024 stated that our recurring losses from operations,

accumulated deficit as of December 31, 2024, inability to achieve positive cash flows from operations and inability to fund day to day

activities through operations indicates that a material uncertainty exists that may cast significant doubt on our ability to continue

as a going concern.

We plan to increase our cash

flow from our operations to address some of our liquidity concerns and are evaluating other strategic alternatives.

However, to execute

our business plan and implement our business strategy, we anticipate that we will need to obtain additional financing from time to time

and may choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from

affiliates or other arrangements.

We cannot be sure that any additional funding, if needed, will be available on terms favorable to us

Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute our current shareholders’

ownership in us and could also result in a decrease in the market price of our common shares.

The terms of those securities issued by

us in future capital transactions may be more favorable to new investors and may include the issuance of warrants or other derivative

securities, which may have a further dilutive effect.

Furthermore, any debt financing, if available, may subject us to restrictive covenants

and significant interest costs.

There can be no assurance that we will be able to raise additional capital, when needed, to continue

operations in their current form.

If we cannot raise needed funds, we might be forced to make substantial reductions in our operating

expenses, including reductions in our research and development expenses or headcount reductions, which could adversely affect our ability

to implement our business plan and ultimately our viability as a company.

The following summarizes the

key components of our cash flows for the years ended December 31, 2024 and 2023:

Net cash used in operating activities

following summarizes the key components of our cash flows for the years ended December 31, 2025 and 2024:

Net cash used

in operating activities

$ (2,052,862 )

$ (4,971,948 )

Net cash used in investing activities

Net cash provided by financing activities

Net cash used in investing

cash provided by financing activities

Effect of foreign exchange

Net (decrease) increase in cash and cash equivalents

Net (decrease)

increase in cash and cash equivalents

$ (2,538,526 )

Operating Activities

$ (1,623,093 )

Net cash used in operating

activities for the year ended December 31, 2025 was $2,052,862 as compared to $4,971,948 for the year ended December 31, 2024.

in cash used in operating activities was primarily attributable to a decrease in the net loss.

Investing Activities

Net cash used in investing

activities for the year ended December 31, 2024 was none as compared to $14,514 for the year ended December 31, 2023.

The change in cash

flow used in investing activities was primarily attributable to a significant reduction in payroll capitalized for the development of

intangible assets and proceeds of sale of equipment in the prior year.

Financing Activities

Net cash provided by financing

activities was $3,278,235 for the year ended December 31, 2024 as compared to $9,045,578 for the year ended December 31, 2023.

in cash flow provided by financing activities was mainly attributable to the decrease in proceeds we received from the issuance of common

shares, exercise of warrants and options, and repayments on notes payable.

The Company raised $3,278,235 for the year ended December

31, 2024 from debt issuances and warrant exercise compared to $11,693,973 attributed to equity and warrants issuances, net of offering

cost offset by repayment of $2,519,835 related party notes payable for the year ended December 31, 2023.

Critical Accounting Policies and Estimates

The preparation of consolidated

financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets

and liabilities at the date of the consolidated financial statements.

Estimates and assumptions are continually evaluated and are based

on historical experience and management’s assessment of current events and other facts and circumstances that are considered to

in cash used in operating activities was primarily attributable to a decrease in the net loss of $2,144,733 and prepaids of $380,972 offset

by an increase of stock-based compensation of $430,428, an increase in accounts receivable of $836,000 and increase in accounts payable

cash used in investing activities for the year ended December 31, 2025 was $609,000 as compared to $0 for the year ended December 31,

The change in cash flow used in investing activities was primarily attributable to attributed to monies spent on developed technology

attributed to the Company’s new product offerings.

cash provided by financing activities was none for the year ended December 31, 2025 as compared to $3,278,235 for the year ended December

The change in cash flow provided by financing activities was mainly attributable to the decrease in proceeds we received from

the issuance of common shares and warrants.

The Company raised $3,278,235 for the year ended December 31, 2024 from debt issuances and

warrant exercises.

Accounting Policies and Estimates

preparation of consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect

the reported amounts of assets and liabilities at the date of the consolidated financial statements.

Estimates and assumptions are continually

evaluated and are based on historical experience and management’s assessment of current events and other facts and circumstances

that are considered to be relevant.

Actual results could differ from these estimates.

Significant assumptions about

the future and other sources of estimation uncertainty that management has made at the end of the reporting year, that could result in

a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made,

relate to, but are not limited to, the following:

Intangible assets

Intangible assets acquired

separately are measured upon initial recognition at cost, which comprises the purchase price plus any costs directly attributable to

the preparation of the asset for its intended use.

Intangible assets acquired through business combinations (Xcite Interactive) or asset

acquisitions are initially recognized at fair value as at the date of acquisition.

After initial recognition, intangible assets are carried

at cost less accumulated amortization and any accumulated impairment charges.

During the year ended December 31, 2023, the Company completed

an impairment analysis of its intangible assets and concluded the assets were impaired.

As a result, the Company impaired the remaining

carrying value of the intangible assets in the amount of $3,968,332.

No new intangible assets were capitalized during the year ended

December 31, 2024.

Stock-based compensation

The estimation of share-based

payments (including warrants and stock options) requires the selection of an appropriate valuation model and consideration as to the

inputs necessary for the valuation model chosen.

We use the Black-Scholes valuation model at the date of the grant.

We make estimates

as to the volatility, the expected life, dividend yield and the time of exercise, as applicable.

The expected volatility is based on

the average volatility of share prices of similar companies over the period of the expected life of the applicable warrants and stock

The expected life is based on historical data.

These estimates may not necessarily be indicative of future actual patterns.

Revenue recognition

The Company recognizes

revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the

entity expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that an entity

determines are within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers

assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting year, that

could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from

assumptions made, relate to, but are not limited to, the following:

Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration

which the entity expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that an

entity determines are within the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers

(“ASC 606”), the entity performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify

the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the

(ii) identify the

performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance

obligations in the contract;

and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Company only recognizes revenue from contracts when it is probable that the entity will collect substantially all the consideration

it is entitled to in exchange for the goods or services it transfers to the customer.

The Company earns revenue in two primary ways:

1) the sales of software-as-a-service (SAAS) from its interactive production software platform or 2) development and maintenance of

custom-built software or other professional services.

The Company recognizes SAAS revenues

from its interactive production sales over the life of the contract as its performance obligations are satisfied.

Payment terms vary by

contract and can be periodic or one-time payments.

The Company determines that the customer receives and consumes the benefits of the

service simultaneously as the service is provided.

The transaction price is allocated to the contractual performance obligations and recognized

ratably over the contract term.

The Company recognizes revenues

received from the development and maintenance of custom-built software and other professional services provided upon the satisfaction

of its performance obligation in an amount that reflects the consideration to which the Company expects to be entitled in exchange for

those services.

The Company only recognizes

revenue from contracts when it is probable that the entity will collect substantially all the consideration it is entitled to in exchange

for the goods or services it transfers to the customer.

Company earns revenue in two primary ways:

1) the sales of software-as-a-service (SAAS) from its interactive production software platform

or 2) development and maintenance of custom-built software or other professional services.

Company recognizes SAAS revenues from its interactive production sales over the life of the contract as its performance obligations are

Payment terms vary by contract and can be periodic or one-time payments.

The Company determines that the customer receives

and consumes the benefits of the service simultaneously as the service is provided.

The transaction price is allocated to the contractual

performance obligations and recognized ratably over the contract term.

Company recognizes revenues received from the development and maintenance of custom-built software and other professional services provided

upon the satisfaction of its performance obligation in an amount that reflects the consideration to which the Company expects to be entitled

in exchange for those services.

Performance obligations can be satisfied either at a single point in time or over time.

For those performance obligations

that are satisfied at a single point in time, the revenue is recognized at that time.

For each performance obligation satisfied over time,

the Company recognizes revenue by measuring the progress toward complete satisfaction of that performance obligation.

generally measures progress comparing hours incurred to total estimated hours.

For revenues received from the

sales of advertising, the Company is deemed the agent in its revenue agreements.

The Company does not own or obtain control of the digital

advertising inventory.

The Company recognizes revenues upon the achievement of agreed-upon performance criteria for the advertising inventory,

such as a number of views, or clicks.

As the Company is acting as an agent in the transaction, the Company recognizes revenue from sales

of advertising on a net basis, which excludes amounts payable to partners under the Company’s revenue sharing agreements.

The Company’s contracts

with customers may include promises to transfer multiple products and services.

For these contracts, the Company accounts for individual

performance obligations separately if they are capable of being distinct and distinct within the context of the contract.

whether products and services are considered distinct performance obligations may require significant judgment.

Judgment is also required

to determine the stand-alone selling price, for each distinct performance obligation.

License Revenue

We recognize revenue when or

as the performance obligations in the contract are satisfied.

For performance obligations that are fulfilled at a point in time, revenue

is recognized at the fulfillment of the performance obligation.

Since the IP is determined to be a functional license, the value of the

grant of use is recognized in the first period of the contract term in which the license agreement is in force.

Since the costs incurred

to satisfy the ASPIS technology performance obligations are incurred evenly throughout the year, the value of the technical support and

new improvements services are recognized throughout the contract period as these performance obligations are satisfied.

ended December 31, 2024, no revenue was recognized on our functional IP as the Technology Agreement with ASPIS as the license had not been

delivered to ASPIS during the year.

Deferred Revenue

Revenue recognition of sales

is recorded on a monthly basis upon delivery or as the services are provided.

Cash received in advance for services are recorded as deferred

revenue based on the proportion of time remaining under the service arrangement as of the reporting date.

Convertible Debt

We may enter into negotiated short term convertible debt agreement

to provide bridge capital in between equity raises.

Our convertible debt agreements include a debt discount and a common stock conversation

feature that may be exercised by the noteholder that is either at or out of the money.

We evaluate the terms of convertible debt issue

prior to accepting such agreements to determine whether there are embedded derivative instruments, including embedded conversion options,

which are required to be bifurcated and accounted for separately as derivative financial instruments.

We evaluate our convertible debt

in accordance with ASC 470-20, Debt with conversion and Other Options (“ASC 470-20”) and ASC 815-40, Contracts in Entity’s

Own Equity (“ASC 815-40”).

Under ASC 815-40, to qualify for equity classification (or nonbifurcation, if embedded) the instrument

(or embedded feature) must be both (1) indexed to the issuer’s stock and (2) meet the requirements of equity classification guidance.

Functional currency

The functional currency for

each of our subsidiaries is the currency of the primary economic environment in which the respective entity operates.

Such determination

involves certain judgements to identify the primary economic environment.

We reconsider the functional currency of our subsidiaries if

there is a change in events and/or conditions which determine the primary economic environment.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

Not applicable.

For those performance

obligations that are satisfied at a single point in time, the revenue is recognized at that time.

For each performance obligation satisfied

over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of that performance obligation.

Company generally measures progress comparing hours incurred to total estimated hours.

revenues received from the sales of advertising, the Company is deemed the agent in its revenue agreements.

The Company does not own

or obtain control of the digital advertising inventory.

The Company recognizes revenues upon the achievement of agreed-upon performance

criteria for the advertising inventory, such as a number of views, or clicks.

As the Company is acting as an agent in the transaction,

the Company recognizes revenue from sales of advertising on a net basis, which excludes amounts payable to partners under the Company’s

revenue sharing agreements.

Company’s contracts with customers may include promises to transfer multiple products and services.

For these contracts, the Company

accounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the

Determining whether products and services are considered distinct performance obligations may require significant judgment.

Judgment is also required to determine the stand-alone selling price, for each distinct performance obligation.

the year ended December 31, 2025, the Company recognized $176,000 attributed to professional services.

recognize revenue when or as the performance obligations in the contract are satisfied.

For performance obligations that are fulfilled

at a point in time, revenue is recognized at the fulfillment of the performance obligation.

Since the IP is determined to be a functional

license, the value of the grant of use is recognized in the first period of the contract term in which the license agreement is in force.

For the year ended December 31, 2025, $1,980,000 of revenue was recognized on our functional IP as the Technology Agreement with ASPIS

as the license had been delivered to ASPIS during the year.

Company invoices ASPIS on a monthly basis with 30 day payment terms.

For the year ended December 31, 2025 the Company has collected $1,320,000,

respectively, from ASPIS.

assets consist of internally developed software.

The Company amortizes such assets using the straight-line method over the expected useful

life of the asset once.

The Company evaluates the useful lives of these assets on an annual basis.

If the estimate of an intangible asset’s

remaining useful life is changed, the Company amortizes the remaining carrying value of the intangible asset prospectively over the revised

remaining useful life.

Intangible assets capitalized during the year ended December 31, 2025 was $609,000.

estimation of share-based payments (including warrants and stock options) requires the selection of an appropriate valuation model and

consideration as to the inputs necessary for the valuation model chosen.

We use the Black-Scholes valuation model at the date of the

We make estimates as to the volatility, the expected life, dividend yield and the time of exercise, as applicable.

volatility is based on the average volatility of share prices of similar companies over the period of the expected life of the applicable

warrants and stock options.

The expected life is based on historical data.

These estimates may not necessarily be indicative of future

actual patterns.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements beginning on Page F-1

of this Annual Report on Form 10-K are incorporated herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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-K

Item 7. Management’s Discussion and Analysis