Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING PRESENTATION OF OUR PLAN OF OPERATION OF SHOULD BE READ IN CONJUNCTION WITH THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

RECENT DEVELOPMENTS

On November 6, 2023, the shareholders of the Company removed Philip Falcone and Warren Zenna as our directors and appointed Thomas Amon as the sole member of our board of directors. Mr. Amon removed all our officers and was appointed as the Company's President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.

On January 31, 2026, Vincent DeVito was appointed to our board of directors.

RESULTS OF OPERATIONS

Our consolidated financial statements have been prepared on a going concern basis and, accordingly, do not include any adjustments relating to the recoverability and realization of assets or the classification of liabilities that might be necessary should we be unable to continue in operation.

Our ability to continue as a going concern is dependent upon our ability to raise additional capital through the issuance of equity or debt securities, continued financial support from our largest shareholder, the execution of potential strategic initiatives, including amalgamation or similar transactions currently being pursued by management, and the continued implementation of our business plan. However, we may not be successful in securing such financing on a timely basis or on favorable terms, if at all.

We expect to raise additional capital through, among other means, the issuance of equity or debt securities and the continued execution of our business plan.

Years Ended December 31, 2025 and December 31, 2024

General and administrative expenses

General and administrative expenses increased to $188,298 for the year ended December 31, 2025, from $54,063 for the year ended December 31, 2024. The increase was primarily because of insurance expense for coverage added in November 2024.

Professional Fees

Professional fees increased to $311,360 for the year ended December 31, 2025, from $248,101 for the year ended December 31, 2024. The increase was primarily because of the professional fees necessary to prepare and audit our financial statements, file our 2024 Annual Report on Form 10-K, our 2025 Quarterly Reports on Form 10-Q.

Amortization expense and interest expense

Total amortization expense and interest expense decreased to $2,480,965 for the year ended December 31, 2025, from $2,498,385 for the year ended December 31, 2024. Amortization expense is derived from discounts recognized when we issued debt and then amortized the discount over the terms of the debt. Most of our debt matured in 2023 and the discounts were fully amortized in 2023. In 2024, we amortized all the remaining debt discounts and recognized $130,226 in amortization expense.

Net Loss

Net loss increased to $2,980,623 for the year ended December 31, 2025, from $2,800,549 for the year ended December 31, 2024. The increase was primarily the result of increases in general and administrative expenses and professional fees. The net loss from operations per basic and diluted share was $0.0019 and $0.0017, respectively, with basic and diluted weighted averages shares outstanding of 1,603,506,202 for the respective periods.

Liquidity and Capital Resources

Cash and Working Capital

As at December 31, 2025 and 2024, we had $Nil in cash and a working capital deficit of $23,310,668 and $20,386,294, respectively. The increase in the working capital deficit primarily resulted from the additional accruals of interest on our debt and loans from our principal shareholder, the Investors.

We will require additional capital to meet our long- and short-term operating requirements. For the year ended December 31, 2025, our principal source of liquidity was our cash that we obtained from funds provided by the Investors. Our principal use of cash was to fund operations. We expect that the principal uses of cash in the future will be for continuing operations associated with rolling out our business plan and repayment of notes payable that are not converted into our Common Stock or renegotiated.

Net Cash Used in Operating Activities

We used $330,965 in cash from operating activities for the year ended December 31 2025, compared to cash used of $394,617 from operating activities during the year ended December 31, 2024.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $330,965 during the year ended December 31, 2025, compared to $394,617 of cash provided by financing activities during the year ended December 31, 2024.

Purchase of Significant Equipment

As of December 31, 2025, we had no intention to purchase any significant equipment during the next twelve months.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits

Material Commitments for Capital Expenditures

We had no contingencies or long-term commitments at December 31, 2025.

Going Concern

Our consolidated financial statements have been prepared on a going concern basis and, accordingly, do not include any adjustments relating to the recoverability and realization of assets or the classification of liabilities that might be necessary should we be unable to continue in operation.

Our ability to continue as a going concern is dependent upon our ability to raise additional capital through the issuance of equity or debt securities, continued financial support from our largest shareholder, the execution of potential strategic initiatives, including amalgamation or similar transactions currently being pursued by management, and the continued implementation of our business plan. However, we may not be successful in securing such financing on a timely basis or on favorable terms, if at all.

We expect to raise additional capital through, among other means, the issuance of equity or debt securities and the continued execution of our business plan.

Transactions with Related Parties

As at December 31, 2025 and 2024, respectively, $725,582 and $394,617 were due our principal shareholder. These amounts were received to support the Company's working capital requirement, and it is unsecured, non-interest bearing and payable on demand.

Recent Accounting Pronouncements

New pronouncements issued for future implementation are discussed in Note 3, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in our Notes to the consolidated financial statements included in this Annual Report.

Critical Accounting Policies

We follow certain significant accounting policies when preparing our consolidated financial statements. A complete summary of these policies is included in Note 3 of the Notes to the consolidated financial statements included in this Annual Report. Certain of the policies require management to make significant and subjective estimates or assumptions that may deviate from actual results. In particular, management makes estimates regarding promissory notes, convertible notes and senior secured notes due to use of discount rates.