Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operation. Shareholders' Equity General.

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.

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.

RECENT DEVELOPMENTS

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

Three Months Ended March 31, 2026 and 2025

General and administrative expenses

General and administrative expenses decreased to $39,646 for the three months ended March 31, 2026, from $60,976 for the three months ended March 31, 2025. The decrease was primarily because of the expenses incurred in the prior year' quarter for processing multiple SEC filings.

Professional Fees

Professional fees decreased to $46,707 for the three months ended March 31, 2026, from $56,904 for the three months ended March 31, 2025. The decrease was primarily because of the non-recurring expenses incurred in the quarter ended March 31, 2025 for services of an independent firm to perform valuations of the Company's debt and equity instruments to support accounting for the instruments in the Company's financial statements.

Interest expense

Interest expense decreased to $574,102 for the three months ended March 31, 2026, from $591,597 for the three months ended March 31, 2025.

Net Loss

Net loss decreased to $660,455 for the three months ended March 31, 2026, from $709,477 for the three months ended March 31, 2025. The decrease was primarily the result of decreases in general and administrative expense, professional fees and interest expense. The net loss per basic and diluted share was $0.0004 and $0.0004, respectively, with basic and diluted weighted averages shares outstanding of 1,678,095,243 and 1,603,095,243 for the respective periods.

Liquidity and Capital Resources

Cash and Working Capital

As at March 31, 2026, we had $Nil in cash and a $23,971,123 working capital deficit, compared to cash of $Nil and working capital deficit of $23,310,668 as at December 31, 2025. The increase in the working capital deficit primarily resulted from the accrual of interest on our debt.

We will require additional capital to meet our long- and short-term operating requirements. For the three months ended March 31, 2026, 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 $197,432 in cash from operating activities for the three months ended March 31, 2026, compared to cash used of $90,693 from operating activities during the three months ended March 31, 2025. The increase in net cash used in operating activities resulted from increasing payments to vendors to reduce amounts the Company owed.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $197,342 during the three months ended March 31, 2026, compared to $90,693 of cash provided by financing activities during the three months ended March 31, 2025. The increase in net cash provided by financing activities resulted from borrowing funds from our primary shareholder to make payments to vendors that reduced amounts the Company owed.

No cash was used in investing activities during the three months ended March 31, 2026 and 2025.

Going Concern

Our unaudited condensed 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.

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, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.