Financial Analysis

NOTE 12 COMMITMENTS AND CONTINGENCIES From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against the Company or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition. For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings. …

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Recent Accounting Pronouncement Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Companys condensed consolidated financial statements. Segment reporting On November 27, 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2023-07, Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 amends ASC 280, Segment Reporting (ASC 280) to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Companys chief operating decision maker (CODM), the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends the full disclosure requirements of ASC 280 to companies with single reportable segments. The Company adopted ASU 2023-07 on December 31, 2025 on a retrospective basis. See Segment reporting below for additional information. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate …

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NOTE 8 RELATED PARTY TRANSACTIONS On March 20, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation (SHRG), pursuant to which the Company purchased from SHRG a (i) Convertible Promissory Note (CN 1) in the amount of $ 250,000 , convertible into 208,333,333 shares of SHRGs common stock at the option of the Company, and (ii) certain warrants exercisable into 208,333,333 shares of SHRGs common stock at an exercise price of $ 0.0012 per share, the exercise period of the warrant being five (5) years from the date of the securities purchase agreement, for an aggregate purchase price of $ 250,000 (WRNT 1). CN 1 bears a 6 % interest rate and has scheduled maturity on March 19, 2027 , three years from the date of the CN 1. At the time of filing, the Company has not converted any of the note nor exercised any of the warrants. On May 9, 2024, the Company entered into a securities purchase agreement with Sharing Services Global Corporation, pursuant to which the Company purchased from SHRG a Convertible Promissory Note (CN 2) in the amount of $ 250,000 , convertible into 125,000,000 shares of SHRGs common stock at the option of the Company for an aggregate purchase price of $ 250,000 . CN 2 bears an 8 % interest rate and has scheduled maturity on May 8, 2027 , three years from the date of the CN 2. Additionally, upon signing CN 2, SHRG owed the Company a commitment fee of 8 % of the principal amount, $ 20,000 in total, to be paid either …

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NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). These interim financial statements have been prepared on the same basis as the Companys annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Companys financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or any other interim periods or for any other future years. These unaudited consolidated financial statements should be read in conjunction with the Companys audited consolidated financial statements and the notes thereto included in the Companys Form 10-K for the year ended December 31, 2025 filed on March 26, 2026. Basis of Consolidation The condensed consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50% of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. The following chart describes th …

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NOTE 10 STOCKHOLDERS EQUITY The total amount of authorized capital stock of the Company of 500,000,000 shares, consists of (a) 450,000,000 shares of common stock (the Common Stock), and (b) 50,000,000 shares of preferred stock (the Preferred Stock). As of June 30, 2026 and December 31, 2025, there were no shares of preferred stock outstanding. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants became exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of the Business Combination. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered o …

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NOTE 14 SUBSEQUENT EVENTS The Company has evaluated events that have occurred after the balance sheet date through the date of this report and identified the following matters. Nasdaq Listing Matter As described in Managements Discussion and Analysis - Nasdaq Compliance, the Company received a notice from Nasdaq on May 29, 2026 regarding non-compliance with the stockholders equity requirement of Listing Rule 5550(b)(1) and submitted a plan to regain compliance in June 2026. On July 24, 2026, Nasdaq notified the Company that it had granted an extension to regain compliance with the stockholders equity requirement of Listing Rule 5550(b), subject to the Company furnishing a specified public report on or before August 31, 2026 and evidencing compliance at the time it files its periodic report for the period ending September 30, 2026. Company remains listed on the Nasdaq Capital Market as of the date of this Quarterly Report, and Company expects to evidence the compliance within the extension granted by Nasdaq as described above. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing