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 discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes to those statements included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements.

Financial Results

The following discussion of the results of operations constitutes management's review of the factors that affected the financial and operating performance for the fiscal years ended December 31, 2025 and 2024. This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this report. The Company has a December 31 fiscal year end.

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Executive Summary

Totaligent, Inc. ("Totaligent" or the "Company") is a person-based digital marketing platform that allows companies and individuals to use and unlock owned and acquired data to efficiently market their products, services, and brands. The Company's consumer-facing integrated digital marketing platform, which allows individuals and enterprises to leverage its big data to micro-target customers with disruptive increases in efficiency, public beta launched on March 5, 2025. Totaligent is a Delaware corporation currently trading on the OTCID Market under the stock symbol TGNT, and has executive offices located at 3651 FAU Boulevard Suite 400 Boca Raton, FL 33431 and a technology hub in Houston, TX.

In response to the accelerated adoption of artificial intelligence (AI) across industries, the Company is undergoing a strategic evolution, recognizing that while the standalone value of third-party SaaS products has diminished in an AI-saturated market, its robust platform and data assets remain highly valuable. This shift is guiding Totaligent toward deeper AI integrations, targeted acquisitions of AI companies and AI-enabled businesses-including those outside digital marketing, such as in biotech-and exploration of diversified opportunities like re-entering cryptocurrency mining.

Business Description:

Today, Totaligent offers managed campaigns to publicly traded companies and political candidates and launched the public beta version of its consumer-facing person-based digital marketing platform on March 5, 2025. Totaligent's managed campaign business will continue to be the main driver of revenue until the public launch of the consumer platform. Amid the rapid rise of AI, which has accelerated industry-wide transformations, Totaligent is adapting its core offerings to leverage AI for enhanced capabilities, while viewing its platform and data as foundational assets for synergies with AI-driven acquisitions and diversification into areas like privacy-focused cryptocurrency mining.

Totaligent's white-label programmatic ad platform is directly connected to its own custom Database Management Platform ("DMP"), which allows micro-targeting using data matching, which can be site specific, area specific and/or zip code specific. This platform leverages highly efficient display advertising, as opposed to general search engine keyword advertising. The platform is connected to more than 40 network publishers, giving users a deep network of web portals in all verticals.

The Totaligent team is continuously updating the platform to follow the ever-changing advertising rules implemented by Google, Facebook, Twitter and others, regarding advertising crypto, drugs, tobacco, firearms, sex, and political advertising. Our customer outreach tools include email, SMS, and push notification.

	·	Email marketing on the Totaligent platform connects to most of the known email marketing Electronic Services Portals ("ESP").
	·	Short Message Service ("SMS") connects to multiple telecom partners allowing users to choose deliverability and the best price for their messaging needs. We offer long code, short code, and 1-800s.
	·	Push notification marketing utilizes the Totaligent smart code (cookie), which allows customers to receive push notifications for upcoming news, offers, events, and more, all managed internally on Totaligent's Push servers.

Individual Totaligent services are currently operational and used for our managed campaign program. Upon the launch of the consumer-facing platform, the full spectrum of Totaligent's digital communication tools will operate within the same User Interface XML ("UIX"), negating the need for multiple service providers or Customer Relationship Management ("CRM") tools to perform various individual tasks. Users will be able to harmonize every facet of a digital campaign from a single panel, allowing multichannel marketing and analytics to maximize communication and ROI from the user's customer and visitor databases.

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Background

To be successful in today's digital world, companies' websites need pop up widgets, tracking pixels, push notification services, email services (Constant Contact, Mail Chimp, etc.), text and/or SMS services (Twilio), and other services for Pay per Click ("PPC") (Google, Oath, Twitter, Facebook, etc.). From platform set up to campaign management, each of these services requires additional layers of effort and focus.

Companies are required to purchase or license software and often need a technical team to set up and integrate APIs and manage each digital platform. Today, most users of these services are typically small to medium sized business owners and don't have the technical expertise, time or capital to effectively manage digital marketing campaigns successfully. These deficiencies make them susceptible to click and bot fraud, which runs rampant on ad networks.

There is no way to audit clicks and impressions on these ad networks; companies are led to believe that every view and click is a real person when in reality, they're not. Fake clicks and impressions are a massive revenue generator for the ad networks, so there is no incentive for them to make digital advertising more efficient. Companies are simply told to accept unsustainable conversion rates.

In addition, ad networks hoard an enormous amount of customer data (email, device ID, mobile number, etc.) for their benefit, even though they are being paid by companies to acquire customers on their behalf. Companies are only provided with the alleged number of clicks and the average time spent on their site. This lack of crucial data is a major disadvantage for the companies' campaign managers when trying to determine how to better engage with their target market. Because they cannot retarget prospects via email, text, or otherwise, they are forced to spend additional money on the ad networks to blindly reengage.

How Totaligent is Different

The Totaligent platform makes every visitor and impression a usable data point. When users run digital campaigns on Totaligent, every prospect that clicks on users' sites, is immediately matched to the requisite data from the DMP, providing the users with crucial data points. The Totaligent platform stores the users' data in a closed-circuit environment for use in future digital campaigns. This is the key to the Totaligent marketing platform. Totaligent can match all visitor data immediately upon landing on the users' websites, like: device IDs, IP address, mobile number, email address, and social network profiles. This type of data allows Totaligent's users to engage in micro-targeted person-based marketing, as opposed to blindly running ad campaigns and requesting the site visitors' details. With Totaligent, users will now be able to access one interface to manage their Text, Email, PPC, and Push Notification campaigns to maximize their person-based marketing efforts. In an AI-saturated environment where standalone SaaS value has diminished, Totaligent's data-rich platform remains a valuable asset, positioning it for integration with AI capabilities and acquisitions in diverse fields to drive enhanced synergies.

Totaligent Programmatic

The use of programmatic marketing is extremely cost effective, when Totaligent users create "like audiences." Users of the platform can input specific demographics to create "like audiences" for micro-targeting purposes, so they can be most efficient with their ad spend. Totaligent estimates that person-based targeted ads yield a 40% cost savings, while increasing conversion rates from remarketing campaigns. Benefits:

	·	Eliminates bot and fraudulent traffic, as well as wasteful display impressions; now every impression becomes useful data with Totaligent's ability to match and append based upon IP address and device ID.
	·	Eliminates the need to target the general population, with the hope that an interested party will click an ad with the intention of converting.
	·	Eliminates competitors and marketers clicking ads, to get advertising ideas, pushing lower conversion ratios, or simply to waste a user's money.

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Totaligent currently has vast U.S. audiences of businesses, non-profits, political parties, venture capital, financial markets/investor verticals, and donors. As AI adoption accelerates, these programmatic features are being adapted for AI-driven optimization, while the Company explores re-entry into privacy-focused areas like ZEC mining to leverage its data expertise in new ways.

Totaligent Tools

To get great results, you need the right tools. Unfortunately, the right tools are not available in a single platform, which makes effective digital marketing a cumbersome and costly endeavor. After years of managing millions of dollars in digital campaigns, the Totaligent team built specific tools to overcome systemic marketing problems that continue to force people to needlessly employ "marketing experts" and/or rely on unverifiable platform data. Totaligent's tools put website owners back in control of their marketing, by connecting the website to specific person-based audiences in our database. This means anyone who knows who their ideal customer is, can create an audience of those people, and micro-target campaigns across all forms of digital communication.

Totaligent Widget acts as a functional central command to connect to our DMP. The Totaligent Widget includes basic digital marketing functionality including a limited number of pop ups, emails, analytics, and push notifications.

Totaligent Link tracks and matches every click delivered via email, SMS, and other campaign mechanisms, to Totaligent's DMP.

These tools were designed and created over years of analysis and tens of millions of dollars spent on advertising campaigns, custom communication, and marketing platforms.

Currently, for person-based programmatic and micro-targeted advertising, companies must spend thousands of dollars per month to use LiveRamp, a Totaligent competitor, in order to create and market to tailored audiences. This expense can significantly increase the cost per 1,000 impressions (CPI) and cost-per-click (CPC), typically by 400% and even much higher for some verticals.

As the Totaligent network grows, so too will the number of first party cookies. Totaligent's first-party cookies can be set on browsers, allowing for marketing, data collection and verification in our DMP. Every user that visits any Totaligent enabled web portal, link or ad is placed into the DMP and instantly matched across all channels and data points, continually updating and verifying their information. With the strategic shift toward AI, these tools are evolving to incorporate AI-driven enhancements, supporting acquisitions like the post-period LOI with an AI-enabled biotech company for cross-sector applications.

Totaligent Database Management Platform (DMP)

The Internet is full of information; a quick Google, Facebook, or Twitter query, can typically locate just about everyone. Most people keep the same alter egos online for years and, with the smart phone being connected to web browsers and emails, it's very easy to collect, store and manage data on everyone in the United States.

Totaligent's database is constantly being appended, cleaned, and verified from pixel fires, link clicks, PPC, email, and SMS. Our base data sets include voters, donors, investors, consumers, and other publicly sourced information, to verify and update the information as needed. We track and maintain over 400 data points on each record and allow for cross platform marketing. Our DMP utilizes schema mark ups, indexing, public filings, search engines, corporate records, WhoIs, IP addresses, as well as consumer, voter, and business data to match, update, and verify existing records. First and third- party pixels are also employed, in agreement with certain vendors and clients, who gather more millions of monthly impressions.

Totaligent DMP partners with websites to provide functionality for major clients for free in exchange for adding our pixel to their portals, which generate additional impressions to help grow and verify user data running through the system.

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Totaligent Audiences are created and used internally and are MD5 hash encrypted, so they cannot be exported and downloaded by users.

Totaligent ESP is our customizable email system that can connect to any outside API provider or can be used on the Totaligent email network, which runs on the TOTALIGENT PMTA, SMTP (any), Amazon SES API, Mailgun API, SparkPost API, SendGrid API, Mandrill API, Elastic Email API, MailJet API, SendinBlue API) backbone for delivering email. Emails can be obtained from click traffic, created by the uploaded audience in the customer portal, and internally loaded to send permission passes to potential consumers. Site visitors have their emails populated into the user's list for retargeting purposes, which can then be permission passed into the customer lists for future promotions.

Web forms used to collect subscribers' emails and permission passes can be sent after the consumer clicks the subscribe button, understanding that there is no need to provide further information or fill out any forms. This should breed much higher conversion rates than forcing target customers to fill out conventional subscription forms.

In addition, the email platform can quickly create unique Totaligent Links to tag each contact in the users' email lists, which monitoring opens, and then collects data to create additional communication points for the audience. This allows the clients' sites to monetize impressions from AdSense or other traffic advertising sources.

Totaligent SMS is a robust text platform that connects through API to multiple vendors which can send SMS campaigns for pre-approved users. Users can seamlessly log in and set up their campaign, also tagging each target with a unique Totaligent Link ID. The system can send pre-recorded outgoing messages, SMS, SES, and any other function used over the telephone system, which is especially useful for political and non-profit organizations that need to raise donations in a cost-effective way.

The audiences' mobile numbers are stored in the DMP and can be used once loaded into the customer portal. They cannot be exported unless the person is a verified subscriber but can be used for internal cross channel marketing programs. When properly used, this system will track SMS users, to ensure proper identification has been obtained, which protects the sender against frivolous or dubious lawsuits from bad actors. As the Company pivots to leverage its data assets in an AI-driven world, the DMP serves as a core foundation for potential integrations with AI-enabled businesses, extending its utility beyond marketing.

Totaligent Append and Data Sales

Because the DMP is so large and constantly updated, Totaligent is able to provide data on a low cost per record basis to a wide array of users by offering specific list types based on Totaligent's internal data points. Users can search the criteria needed and the DMP will provide the data size and price. This capability remains valuable even as AI diminishes standalone SaaS appeal, positioning the DMP for synergies in diversified acquisitions and ventures like cryptocurrency mining.

Totaligent Email Clean

Our campaigns are constantly using our data, which helps ensure that the data is of the highest quality. In other words, the constant feedback from campaigns allows us to actively identify bad data to be removed from our system.

Totaligent's cleaning system for marketers is more than just uploading their data for positive or negative system matches. Because our data is scored, the advertiser will have insight as to whether their data is good. We maintain one of the largest blacklists on the market, with scam, or bad data that is constantly passed around, so old, and dead data can be removed. Our cleaning service can be added to any websites' forms, to keep anyone from entering or using an email on the bad or blacklist to the user's site for an additional fee. Our service also connects through API to multiple other cleaning services and can be cleaned and compared with any of them for an additional cost to ensure the best deliverability.

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Political operatives have been known to add dirty or unfriendly email addresses to subscriber lists, causing complaints and shutdowns of valuable marketing accounts. Our service can help identify these fake addresses to protect against this dubious activity. In the evolving AI landscape, this cleaning process is being enhanced to incorporate AI-driven fraud detection, further strengthening its role in the Company's strategic shift.

Stock Sales

None.

Convertible Notes Issued

During the year ended December 31, 2025, the Company received $230,000 from issuance of convertible debt.

Litigation

The Company is not currently a party to any legal proceedings. From time to time, the Company may be subject to claims, disputes, demand letters, or other legal matters arising in the ordinary course of business; however, management does not believe that any such matters, whether currently asserted or previously threatened, individually or in the aggregate, would have a material adverse effect on the Company's business, financial condition, or results of operations.

Fiscal Year 2025 Results of Operations Compared with Fiscal Year 2024

For the years ended December 31, 2025 and 2024, the Company had total revenues of $2,248 and $444,529, respectively, and gross profits of $2,248 and $43,068, respectively. The Company's volume of sales decreased in the year ended December 31, 2025 when compared to the year ended December 31, 2024 primarily due to a decrease in managed campaign activity. During the year ended December 31, 2025, the Company experienced a significant decline in revenues compared to prior periods. This decrease was primarily attributable to a deliberate shift in operational focus toward the continued development and completion of the Company's integrated digital marketing platform, including enhancements related to data infrastructure and artificial intelligence capabilities. As a result, the Company allocated substantially more resources to product development and platform optimization, which temporarily reduced its emphasis on revenue-generating managed campaigns.

The Company has not discontinued its core business operations. Rather, this period reflects a strategic transition from early-stage commercialization to platform maturation. Management believes that completing and enhancing the platform-particularly through the integration of AI-driven capabilities-positions the Company to deliver more scalable, efficient, and competitive marketing solutions.

The Company expects to resume revenue-generating activities, including managed campaigns and platform-based services, as development efforts reach completion. While the methods of delivery and scope of services may evolve, management anticipates that future revenues will be generated from the same foundational business model, leveraging the Company's existing data assets, customer targeting capabilities, and marketing infrastructure. In addition, the Company is exploring strategic partnerships and acquisitions, as disclosed in recent filings, that are expected to further enhance revenue opportunities by utilizing the Company's platform as a core asset.

Cost of goods sold for the years ended December 31, 2025 and 2024 were $0 and $401,461, respectively. Cost of goods sold consists primarily of costs associated with outsourcing certain campaign activities. The decrease in cost of goods sold for the year ended December 31, 2025 when compared to the year ended December 31, 2024 was primarily due to the corresponding decrease in revenues.

The Company's operating expenses decreased from $927,749 for the year ended December 31, 2024 to $457,240 for the year ended December 31, 2025 due primarily to a decrease in personnel expenses due to employment agreements expiring on December 31, 2024.

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Other expenses went from ($62,555) for the year ended December 31, 2024 to ($145,054) for the year ended December 31, 2025. The primary reason for the difference is the Company recorded a loss in the current period of $107,539 resulting from the change in fair value of derivative liability.

We had a net loss of $600,046 for the year ended December 31, 2025 compared to a net loss of $947,236 for the year ended December 31, 2024. The net loss for the year ended December 31, 2025 included a deemed contribution in the amount of $153,222. During the year ended December 31, 2025, 38,188 shares of Series D Preferred Shares were converted into 38,187,500 shares of common stock issued from treasury. The deemed contribution of $153,222 was difference between the value of treasury shares of $972,181 and value of preferred stock at $818,959. The primary reason for the decrease in net loss was related to the decrease in operating expenses which was primarily a result of employment agreements expiring on December 31, 2024.

Liquidity and Capital Resources

Going Concern

We have had negative working capital and have sustained operating losses since inception. These factors, and the need for additional financing in order for the Company to meet its business plan raises substantial doubt about the Company's ability to continue as a going concern.

We anticipate that operating losses will continue in the near term. We intend to meet near-term obligations with private placement offerings. We currently have limited revenue, which is not sufficient to cover operational expenses.

Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company's ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern; however, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Capital Resources

To date, our operations have been funded primarily through private investors. Some of these investors have verbally committed additional funding for the Company, as needed. The Company has also had discussions with broker-dealers and lenders regarding funding required to execute the Company's business plan.

Material Cash Requirements

Our material short-term cash requirements include recurring payroll and benefits obligations for our employees, capital, operating expenditures, software development payments and other working capital needs. We believe that material cash requirements for operating expenditures may range from $100,000 per month to $200,000 per month during the twelve months.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition.

Cash Flow

The following table provides detailed information about our net cash flow for the years ended December 31, 2025 and 2024:

		Years Ended December 31,
		2025				2024
Net cash used in operating activities		$	(265,041	)		$	(212,495	)
Net cash provided by (used in) investing activities			10,643				(87,817	)
Net cash provided by financing activities			236,959				154,705
Net change in cash and cash equivalents			(17,439	)			(145,607	)
Cash and cash equivalents at beginning of period			22,128				167,735
Cash and cash equivalent at end of period		$	4,689			$	22,128

Net cash used in operating activities for the year ended December 31, 2025 was $265,041 compared to $212,495 for the year ended December 31, 2024. This difference primarily related to a decrease in net loss of $347,190 reconciled with an aggregate increase of $104,036 related to non-cash items and an aggregate decrease in the changes in operating assets and liabilities of $503,772. The decreased net loss was primarily a result of reduced personnel costs and consulting fees

During the year ended December 31, 2025, net cash provided by investing activities was $10,643 compared to ($87,817) used in investing activities during the year ended December 31, 2024. This difference related to less expenditures in the current period for capitalized software versus the prior period, offset by proceeds from the sale of an investment in the amount of $46,370 in the current period. During the year ended December 31, 2025, our financing activities provided cash of $236,959 compared to $154,705 during the years ended December 31, 2024. The cash provided in the current period related to proceeds from the issuance of convertible notes payable in the amount of $230,000 and $6,959 in proceeds from the issuance of notes payable. The cash provided in the prior period related to proceeds from the issuance of convertible notes payable in the amount of $154,705.

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