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

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 together with our consolidated financial statements and related notes included elsewhere in this filing. This discussion and other parts of this filing contain forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations, intentions, and beliefs. Our actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and in other parts of this filing, and you should not place undue certain on these forward-looking statements, which apply only as of the date of this filing. See "Disclosure Regarding Forward-Looking Statements".

We are an emerging growth company as defined in Section 2(a) (19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our consolidated financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

OVERVIEW:

Financing Transactions

Short Term Note Payable

The Company borrows funds from the Company's CEO for working capital purposes from time to time. The Company has recorded the principal balance due of $0 and $9,627 under short term note payable in the accompanying consolidated balance sheets at December 31, 2025 and 2024, respectively. The Company received no advances and had no repayments for the years ended December 31, 2025 and 2024, respectively. The advance from our CEO was not made pursuant to any loan agreements or promissory notes, are interest bearing at 10% per annum and due on demand. On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holders.

Common Stock

On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holders.

On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of December 31, 2025, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000.

In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.

In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.

Warrants

On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 shares of the Company's common stock, with 1,500,000 warrants granted to Mr. Patrick Adams, the Company's Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $171,239 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $115,385 and $0 under stock-based compensation - related parties in the consolidated statements of operations.

On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 shares of the Company's common stock to third parties, valued at $99,476 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $51,120 and $0 under warrants for services in the consolidated statements of operations.

On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 shares of the Company's common stock to third parties, valued at $16,579 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 83,333 at date of grant, 83,333 in one year from the grant date, and the remaining 83,334 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $7,830 and $0 under warrants for services in the consolidated statements of operations.

On October 13, 2025, the Company granted a total of 1,250,000 warrants to purchase 1,250,000 shares of the Company's common stock, with 350,000 warrants granted to Mr. Patrick Adams, the Company's Acting CEO, 350,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, and 550,000 warrants granted to third parties, valued at $46,458 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 416,667 at date of grant, 416,667 in one year from the grant date, and the remaining 416,666 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $18,712 and $0 under stock-based compensation - related parties in the consolidated statements of operations.

On December 1, 2025, the Company granted a total of 300,000 warrants to purchase 300,000 shares of the Company's common stock, with 150,000 warrants granted to Mr. Patrick Adams, the Company's Acting CEO and 150,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $11,445 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and vest immediately. During the years ended December 31, 2025 and 2024, the Company recognized $11,445 and $0 under stock-based compensation - related parties in the consolidated statements of operations.

During the year ended December 31, 2025, the Company had 90,000 warrants expire unexercised upon reaching their contractual expiration dates. These warrants were originally issued to a consultant in 2022 with an exercise price of between $1.00 and $1.10 per share.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We have not finalized development of our planned SOLACE device, nor have we generated any cash flow from operations. The Company's cash position may not be sufficient to support the Company's daily operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.

Overview of Presentation

The following Management's Discussion and Analysis ("MD&A") or Plan of Operations includes the following sections:

	●	Results of Operations
	●	Liquidity and Capital Resources
	●	Capital Expenditures
	●	Going Concern
	●	Critical Accounting Policies
	●	Off-Balance Sheet Arrangements

General and administrative expenses consist primarily of personnel costs and professional fees required to support our operations and growth.

Depending on the extent of our future growth, we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational, financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping. However, there can be no assurance that our management resources or information systems will be sufficient to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.

Results of Operations

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The following discussion represents a comparison of our results of operations for the years ended December 31, 2025 and 2024. The results of operations for the periods shown in our audited consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited consolidated financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

		Year Ended				Year Ended
		December 31, 2025				December 31, 2024
Net revenues		$	221,765			$	-
Cost of sales			-				-
Gross Profit			221,765				-
Operating expenses
Marketing expenses			1,990				-
Warrants issued for services			67,183				-
Stock based compensation - related parties			137,309				-
General and administrative			516,362				96,513
Total operating expenses			722,844				96,513
Other (income) expense			(8,331	)			3,971
Net loss before income taxes		$	(492,748	)		$	(100,484	)

Revenues

For the years ended December 31, 2025 and 2024, we had revenues of $221,765 and $0, respectively, as a result of our acquisition of Toone.

Cost of Sales

For the years ended December 31, 2025 and 2024, we had no cost of sales.

Operating expenses

Operating expenses increased by $626,331, or 649.0%, to $722,844 for year ended December 31, 2025 from $96,513 for the year ended December 31, 2024 primarily due to increases in stock based compensation - related parties of $137,309, warrants issued for services of $67,183, professional fees of $100,505, compensation costs of $153,785, consulting fees of $43,900, rent costs of $28,654, amortization costs of $37,917, credit card fees of $16,534, marketing expenses of $1,990, and general and administration costs of $49,036, offset partially by decreases in travel costs of $2,479 and bad debt of $8,003, primarily as a result of our acquisition of Toone.

For the year ended December 31, 2025, we had marketing expenses of $1,990, warrants issued for services of $67,183, stock based compensation - related parties of $137,309, and general and administrative expenses of $516,362, primarily due to professional fees of $137,004, compensation costs of $153,785, consulting fees of $95,995, travel costs of $3,940, rent costs of $28,654, amortization costs of $37,917, credit card fees of $16,534, and general and administration costs of $50,536, offset partially by bad debt of $8,003, primarily as a result of our acquisition of Toone.

For the year ended December 31, 2024, we had general and administrative expenses of $96,513 primarily due to professional fees of $36,499, consulting fees of $52,095, travel costs of $6,419, and general and administration costs of $1,500 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

Other (Income) Expense

Other income for the year ended December 31, 2025 of $8,331 is comprised of interest income of $14,009, offset partially by interest expense of $5,678. Other expense for the year ended December 31, 2024 of $3,971 is comprised of interest expense.

Net loss before income taxes

Net loss before income taxes for year ended December 31, 2025 totaled $492,748 primarily due to (increases/decreases) in professional fees, compensation costs, consulting fees, bad debt expense, banking fees, amortization expense, travel costs, and general and administration costs compared to a loss of $100,484 for year ended December 31, 2024 primarily due to (increases/decreases) in professional fees, consulting fees, travel costs, and general and administration costs.

Assets and Liabilities

Total assets were $1,543,042 as of December 31, 2025 compared to $20,581 as of December 31, 2024, or an increase of $1,522,461, which is primarily the result of an increase in cash, accounts receivable, intangible assets, and goodwill associated with our acquisition of Toone & Associates. Assets consisted primarily of cash of $155,798, accounts receivable of $74,764, other current assets of $39,797, and intangible assets of $1,272,683. Liabilities were $878,533 as of December 31, 2025. Liabilities consisted primarily of accounts payable and accrued expenses of $578,533 and a long term note of $300,000.

Liquidity and Capital Resources

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $5,023,540 at December 31, 2025, had working capital deficit of $308,174 at December 31, 2025, had net losses of $492,748 and $100,484 for the years ended December 31, 2025 and 2024, respectively, and net cash used in operating activities of $262,188 and $89,370 for the years ended December 31, 2025 and 2024, respectively, with $221,765 of revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company's ability to continue as a going concern.

While the Company is attempting to expand operations and increase revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.

The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

General - Overall, we had an increase in cash flows for year ended December 31, 2025 of $142,212 resulting from cash provided by financing activities of $965,000, offset partially by cash used in operating activities of $262,188 and cash used in investing activities of $560,600.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:

		Year Ended				Year Ended
		December 31, 2025				December 31, 2024
Net cash provided by (used in):
Operating activities		$	(262,188	)		$	(89,370	)
Investing activities			(560,600	)			-
Financing activities			965,000				100,525
		$	142,212			$	11,155

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Cash Flows from Operating Activities - For the year ended December 31, 2025, net cash used in operations was $262,188 compared to net cash used in operations of $89,370 for the year ended December 31, 2024. Net cash used in operations was primarily due to a net loss of $492,748 for the year ended December 31, 2025 and the changes in operating assets and liabilities of $11,849, primarily due to accounts payable and accrued expenses of $95,189 and other current liabilities of $528, offset partially by accounts receivable of $74,764 and other current assets of $32,802. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the amortization expense of $37,917, warrants issued for services of $67,183, and stock based compensation - related parties of $137,309.

For the year ended December 31, 2024, net cash used in operations of $89,370 was primarily due to a net loss of $100,484 for the year ended December 31, 2024 and the changes in operating assets and liabilities of $11,114, primarily due to accounts payable and accrued expenses of $17,059 and other current liabilities of $1,050, offset partially by other current assets of $6,995.

Cash Flows from Investing Activities - For the year ended December 31, 2025, net cash used in investing was $560,600 due to the acquisition of intangible assets. For the year ended December 31, 2024, net cash used in investing was none.

Cash Flows from Financing Activities - For years ended December 31, 2025, net cash provided by financing was $965,000 due to the issuance of common stock for cash. For year ended December 31, 2024, net cash provided by financing was $100,525 due to the issuance of common stock for cash of $100,000 and $525 advance from shareholder.

Financing - We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks, and there can be no assurance that we will not require additional funding in the future.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our shareholders, in the case of equity financing.

Regulation D

On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of April 15, 2025, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000. In April 2026, a total of 150,000 common shares were sold to accredited investors at a price of $0.50 per common share totaling $75,000.

Common Stock

On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holder.

On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of December 31, 2025, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000. In April 2026, a total of 150,000 common shares were sold to accredited investors at a price of $0.50 per common share totaling $75,000.

In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.

In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.

Warrants

On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 shares of the Company's common stock, with 1,500,000 warrants granted to Mr. Patrick Adams, the Company's Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $171,239 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $115,385 and $0 under stock-based compensation - related parties in the consolidated statements of operations.

On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 shares of the Company's common stock to third parties, valued at $99,476 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $51,120 and $0 under warrants for services in the consolidated statements of operations.

On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 shares of the Company's common stock to third parties, valued at $16,579 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 83,333 at date of grant, 83,333 in one year from the grant date, and the remaining 83,334 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $7,830 and $0 under warrants for services in the consolidated statements of operations.

On October 13, 2025, the Company granted a total of 1,250,000 warrants to purchase 1,250,000 shares of the Company's common stock, with 350,000 warrants granted to Mr. Patrick Adams, the Company's Acting CEO, 350,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, and 550,000 warrants granted to third parties, valued at $46,458 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 416,667 at date of grant, 416,667 in one year from the grant date, and the remaining 416,666 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $18,712 and $0 under stock-based compensation - related parties in the consolidated statements of operations.

On December 1, 2025, the Company granted a total of 300,000 warrants to purchase 300,000 shares of the Company's common stock, with 150,000 warrants granted to Mr. Patrick Adams, the Company's Acting CEO and 150,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $11,445 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and vest immediately. During the years ended December 31, 2025 and 2024, the Company recognized $11,445 and $0 under stock-based compensation - related parties in the consolidated statements of operations.

During the year ended December 31, 2025, the Company had 90,000 warrants expire unexercised upon reaching their contractual expiration dates. These warrants were originally issued to a consultant in 2022 with an exercise price of between $1.00 and $1.10 per share.

Capital Expenditures

Other Capital Expenditures

We expect to purchase approximately $30,000 of equipment in connection with the expansion of our business during the next twelve months.

Fiscal year end

Our fiscal year end is December 31.

Critical Accounting Policies

The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the Company's financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below.

The following are deemed to be the most critical accounting policies affecting the Company.

Use of Estimates

The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: allocation of payroll expense to research and development and warrant valuation. The Company calculates the fair value of warrants using the Binomial valuation option-pricing method. The Binomial valuation option-pricing method requires the use of subjective assumptions, including stock price volatility, the expected life of stock options, risk free interest rate and the fair value of the underlying common stock on the date of grant. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Recent Accounting Pronouncements

Refer to Note 3 in the accompanying notes to the consolidated financial statements.

Contractual Obligations and Off-Balance Sheet Arrangements

Refer to Note 10 in the accompanying notes to the consolidated financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under U.S. GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities. Details on these obligations are set forth below.

Off-Balance Sheet Arrangements

As of December 31, 2025, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has:

	●	a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit;
	●	liquidity or market risk support to such entity for such assets;
	●	an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or
	●	an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us.

Inflation

We do not believe that inflation has had a material effect on our results of operations.