UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-55122

TOTALIGENT, INC.

(Exact name of registrant as specified in its charter).

Delaware		80-0142655
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3651 FAU Blvd., Suite 400Boca Raton, FL		33431
3651 FAU Boulevard, Suite 400Boca Raton, FL		33431
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code: (561) ~~360~~988-~~3565~~2621

Securities registered under Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
N/A		N/A		N/A

Securities registered under Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously filed financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10 D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, ~~2024~~2025, the last day of the registrant’s most recently completed second fiscal quarter, based upon the closing price of the registrant’s common stock as reported by the OTCQB Marketplace on such date, was approximately $35.76 million. Shares of common stock held by each officer and director, and by each person who owns 10% or more of the outstanding common stock, have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that persons are affiliates for any other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 31, ~~2025~~2026, the registrant had ~~211~~213,~~251~~601,~~063~~313 outstanding shares of common stock.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS
		Page
PART I.
Item 1.	Business.	4
Item 1A.	Risk Factors.	1210
Item 1B.	Unresolved Staff Comments.	2221
Item 1C.	Cybersecurity.	2221
Item 2.	Properties.	2321
Item 3.	Legal Proceedings.	2321
Item 4.	Mine Safety Disclosures.	2321
PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2422
Item 6.	Selected Financial Data.	2523
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	2523
Item 8.	Financial Statements and Supplementary Data.	3331
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	3432
Item 9A.	Controls and Procedures.	3432
Item 9B.	Other Information.	3533
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3533
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance.	3634
Item 11.	Executive Compensation.	3836
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3937
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	4038
Item 14.	Principal Accounting Fees and Services.	4139
PART IV.
Item 15.	Exhibits, Financial Statement Schedules.	4240
Item 16.	Form 10K Summary.	4240

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions, and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors more fully described in Item 1A of this Report under the caption “Risk Factors” and elsewhere in this Report, including the exhibits hereto.

All forward-looking statements are necessarily only estimates of future results, and actual results may differ materially from expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. You are cautioned not to place undue reliance on such statements, which should be read in conjunction with the other cautionary statements that are included elsewhere in this Report. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this Report only:

· In this annual report, references to “Totaligent”, ~~“Alltemp”,”~~ or “the Company,” or “we,” or “us,” and “our” refer to Totaligent, Inc. orand ~~f/k/a~~Digi ~~Alltemp,~~Messaging & Advertising Inc., the Company’s wholly owned subsidiary · “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. · “SEC” refers to the Securities and Exchange Commission. · “Securities Act” refers to the Securities Act of 1933, as amended.

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PART I.

Item 1. Business

Totaligent, Inc. (“Totaligent” or the “Company”) is a technology company, with its headquarters located in Boca Raton, Florida, that provides person-based digital marketing for companies and individuals to use and unlock owned and acquired data to efficiently market their products, services, and brands. Totaligent launched a public beta version of its integrated digital marketing platform in the first quarter of 2025 that democratizes the use of first-, second-, and third-party data. 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.

Corporate History

~~Totaligent~~The Company was incorporated on June 24, ~~Inc~~1988, under the laws of the State of Delaware as Windsor Capital Corp. (Over the “years, the Company”) underwent several name changes, ~~formerly~~mergers, ~~known~~and asacquisitions, ~~Alltemp~~including transitions through internet lending services, financial technology, and refrigerant technology businesses. On December 3, 2021, the Company acquired Digi Messaging & Advertising Inc., ~~was~~a ~~incorporated~~Wyoming oncorporation ~~June~~(“Digi”), 24through a merger, ~~1988~~resulting ~~under~~in ~~the~~Digi ~~laws~~becoming ofa wholly-owned subsidiary. In connection with this transaction, the ~~State~~Company ofspun ~~Delaware~~out ~~under~~its prior refrigerant technology subsidiary and shifted its focus to digital marketing. Effective July 21, 2022, the Company changed its name ~~Windsor~~to ~~Capital~~Totaligent, ~~Corp~~Inc. The Company’s common stock trades on the OTCID under the symbol “TGNT.”

In February 2008, we became an internet person-to-person lending service as a result of our acquisition from Spider Investments, LLC, of all right, title and interest in and to www.swapadebt.com, a person-to-person lending website, in consideration for shares of our common stock.

On February 10, 2012, pursuant to an Agreement and Plan of Merger, we acquired all of the outstanding equity of WikiPay, Inc., in exchange for shares of our Series A Preferred Stock convertible into sixty percent (60%) of our then outstanding shares of common stock on a fully diluted basis.

On March 21, 2013, the Company changed its name to Source Financial, Inc.

On December 31, 2013, the Company acquired all of the outstanding shares of Moneytech Limited, an Australian company (“Moneytech”) pursuant to a Share Exchange Agreement dated May 30, 2013 (the “Share Exchange”). As a result of the Share Exchange, Moneytech became a wholly-owned subsidiary of our company, with the Moneytech shareholders owning in excess of 50% of our outstanding shares on a fully diluted basis.

In connection with the Share Exchange, our two principal stockholders prior to consummation of the share exchange deposited in escrow an aggregate of 2,240,000 shares of our common stock, and we deposited in escrow all outstanding shares of the common stock of WikiTechnologies, Inc. (“WTI”) our only operating subsidiary prior to the Share Exchange. The terms of the escrow arrangement were such that if WTI failed to achieve certain financial benchmarks we could elect to retain the Escrow Shares by delivering the WTI Escrow Shares to the two stockholders.

On February 11, 2014, we entered into a Separation Agreement with the two stockholders, pursuant to which the WTI Escrow Shares were delivered to them, as a result of which we no longer own any equity interest in WTI.

On February 14, 2014, pursuant to the Settlement Agreement, we relinquished our ownership interest in WikiTechnologies.

On July 16, 2015, we amended our certificate of incorporation to decrease the number of our authorized shares of common stock from 50,000,000 to 12,000,000 shares and the number of our authorized shares of preferred stock from 1,000,000 to 10,000 shares.

On June 30, 2016, the Company entered into that certain Share Exchange Agreement by and among the Company, Moneytech Group Pty Ltd., an Australian Corporation and certain shareholders of the Company. Pursuant to the terms of the Moneytech Agreement, Moneytech acquired from the Company all of the outstanding shares and equity interests in Moneytech Limited and mPayments Pty Ltd., as well as its 95% equity interests in Moneytech POS Pty Ltd. and its 37.5% equity interests in 360 Markets Pty Ltd. (collectively, the “Moneytech Entities” and the shares and equity interests of the Moneytech Entities are referred to herein as the “Moneytech Interests”), in exchange for the return to the Company 6,076,679 shares of the Company’s common stock from the stockholders of the Company (the “Spin-Out Stockholders”) and 5,000 shares of Series B Preferred Stock of the Company. In connection with the transaction, Moneytech issued to the Spin-Out Stockholders one fully paid ordinary shares in the capital of Moneytech as consideration for every one shares of the Company’s common stock returned by the Spin-Out Stockholders to the Company.

As a result, the Moneytech Entities become subsidiaries of Moneytech and the Company has no further relationship with the Moneytech Entities. Immediately after the transaction, an aggregate of 6,076,679 shares of the Company’s common stock and 5,000 shares of Series B Preferred Stock were cancelled, and a total of 2,714,957 shares of the Company’s common stock were issued and outstanding. In addition, stock options to purchase 3,750,000 shares of the Company’s common stock were relinquished immediately prior to closing and after the closing; the Company has outstanding stock options to purchase 25,000 shares of the Company’s common stock.

In connection with the transaction, Hugh Evans resigned as the President, Chief Executive Officer and Director of the Company. Brian M. Pullar resigned as Chief Financial Officer of the Company. Klaus Selinger and John Wolfgang resigned from the director position with the Company. Effective on the same date, Edward C. DeFeudis was appointed as the President, Chief Executive Officer, Chief Financial Officer and Director of the Company.

Simultaneously on the Closing Date, the Company entered into that certain Share Exchange Agreement by and among the Company, Venture Track, Inc., a Delaware corporation (“Venture Track”) and the shareholders of Venture Track (the “Venture Track Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding common stock of Venture Track held by the Venture Track Shareholders for 3,089,360 shares of common stock and 4,500 shares of Series C Convertible Preferred Stock, par value $0.01 per share), of the Company. The 4,500 shares of Series C Preferred Stock are convertible into 6,893,100 shares of the Company’s common stock, at the rate of $1,531.80 per share.

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As a result of the Share Exchange Agreement, Venture Track became a wholly owned subsidiary of the Company.

On January 24, 2017, the Company, CSES Group, Inc. (“CSES”) and CSES Acquisition, Inc. executed an Agreement and Plan of Merger (the “Merger”) pursuant to which, on April 27, 2021, CSES became a wholly owned subsidiary of the Company Merger Sub. As a result of the Merger, the former stockholders of CSES owned approximately 76.60% of the Company’s Common Stock to be outstanding immediately following the Merger.

On April 21, 2017, in connection with the Merger, the Company’s Certificate of Incorporation was amended to change the Company’s name to Alltemp, Inc. from Source Financial, Inc.

Effective September 29, 2017, the Company entered into a Share Exchange Agreement with Spider Investments, LLC (“Spider”), a company controlled by the former controlling shareholder of the Company prior to the Merger, which provided for Spider to acquire all of the issued and outstanding shares of capital stock of the Company’s wholly-owned subsidiary, Venture Track, Inc., in exchange for shares of the Company’s common stock. Venture Track, Inc. was a development stage company with certain intellectual property that the Company had previously acquired effective December 31, 2016 in a reverse merger transaction.

On April 16, 2018, the Company filed a Form 15 to suspend its duty to file reports under Section 13 of Section 15(d) of the Securities Exchange Act of 1934.

On December 3, 2021, the Company, Digi Messaging & Advertising Inc., a Wyoming corporation (“Digi” ), and the Shareholders of Digi (the “Digi Shareholders”) executed an Agreement and Plan of Merger (the “Merger Agreement”) that provided for Digi to be merged into the Company (the “Merger”) through a share exchange agreement. As a result of the Share Exchange, the Company acquired 100% of the issued and outstanding shares of Digi in exchange for the issuance of 600,000 shares of Series D Convertible Preferred Stock.

Immediately following the Merger, the Company’s subsidiary, CSES Group, Inc., which owned all rights, title and interest in the Company’s refrigerant technology, was spun out in exchange for the cancellation of an aggregate of 54,422,903 shares of the Company’s Common Stock (held by former Alltemp management and shareholders).

The Company’s common stock was traded on the OTCQB operated by the OTC Markets under the symbol “LTMP” through May 20, 2018, on the OTC Pink marketplace thereafter, and on July 21, 2022, the Company changed its name to Totaligent, Inc., and trades under the symbol “TGNT” as of August 1, 2022.

OUR BUSINESS SUMMARY

Introduction

Totaligent, Inc. is a technology company, with its headquarters located in Boca Raton, Florida deploying an 8-member remote work team, that provides person-based digital marketing for companies and individuals to use and unlock owned and acquired data to efficiently market their products, services, and brands. Totaligent launched a public beta version of its integrated digital marketing platform on March 5, 2025, to democratize the use of first-, second-, and third-party data. 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.

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Company Overview

Totaligent 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. By leveraging Totaligent’s platform tools, users can deploy an all-encompassing digital communications strategy. 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 be the main driver of revenue until the public launch of the consumer platform. 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.

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Today, Totaligent offers managed campaigns to publicly traded companies and political candidates, and launched the beta version of its consumer-facing person-based digital marketing platform on March 5, 2025. Totaligent’s managed campaign business will be the main driver of revenue until the public launch of the consumer platform.

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. The Company is trading on the OTC Pink Market under the stock symbol, TGNT. Recently, Totaligent has undergone a strategic shift driven by the accelerated adoption of artificial intelligence (AI) across the digital marketing landscape. While the standalone value of our platform as a third-party SaaS product has diminished in this AI-saturated environment, our robust data assets and underlying technology remain highly valuable. In response, we are evolving our focus to integrate AI capabilities more deeply, targeting acquisitions of AI companies and AI-enabled businesses that can leverage our platform and data for enhanced synergies—including those outside digital marketing, such as in the AI-enabled biotech space. Additionally, we are exploring a re-entry into the cryptocurrency mining space, with a specific emphasis on privacy-focused cryptocurrencies, to diversify our operations and capitalize on emerging opportunities in decentralized technologies.

The Company is trading on the OTC Pink Market under the stock symbol, TGNT.

Industry Overview

Digital Marketing and Programmatic Advertising

The digital marketing industry is experiencing rapid evolution, driven by the convergence of data-driven strategies, advanced technology platforms, and the increasing need for personalized consumer engagement. As businesses and individuals strive to cut through the noise in an oversaturated market, platforms like Totaligent are becoming increasingly critical. Totaligent is a person-based digital marketing platform that enables companies to harness both owned and acquired data to deliver targeted, efficient marketing campaigns. By offering a comprehensive suite of tools, Totaligent empowers users to deploy all-encompassing digital communication strategies that resonate with their target audiences.

In 2026, the industry is marked by the accelerated adoption of AI, with generative AI tools, autonomous agents, and predictive analytics reshaping workflows. AI is automating content creation, personalization, and optimization at scale, leading to a shift where human marketers focus more on strategy and oversight. However, this has also created challenges, including concerns over authenticity, data privacy, and the potential for "AI slop" in creative outputs. Despite these, AI-driven marketing is projected to grow significantly, with the AI in marketing market expected to reach $217 billion by 2034 at a CAGR of 26.7%. This environment has influenced Totaligent's view that while third-party SaaS value has diminished, its data and platform can serve as a strong base for AI-enabled expansions, including into non-marketing sectors like biotech and diversified tech like cryptocurrency mining.

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The Shift Towards Person-Based Marketing

In recent years, the industry has shifted from broad, demographic-based targeting to more precise, person-based marketing. This approach leverages detailed consumer data to deliver personalized experiences across multiple channels. Totaligent’s platform is designed to meet this demand, providing users with the ability to micro-target audiences using a custom Database Management Platform (DMP). This platform allows for site-specific, area-specific, and zip code-specific targeting, ensuring that marketing efforts reach the most relevant consumers. Person-based marketing is particularly valuable in today’s landscape, where consumers expect tailored experiences. By connecting directly with more than 40 network publishers, Totaligent offers a vast network of web portals across various verticals. This enables users to deliver highly efficient display advertising, which is increasingly favored over traditional keyword-based search engine advertising. The result is more effective campaigns that drive higher engagement and return on investment (ROI). With AI's rise, this shift is intensifying, as AI enables hyper-personalization and predictive SEO, further enhancing the precision of person-based strategies, and positioning Totaligent's assets for integration with AI companies across industries.

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Person-based marketing is particularly valuable in today’s landscape, where consumers expect tailored experiences. By connecting directly with more than 40 network publishers, Totaligent offers a vast network of web portals across various verticals. This enables users to deliver highly efficient display advertising, which is increasingly favored over traditional keyword-based search engine advertising. The result is more effective campaigns that drive higher engagement and return on investment (ROI).

Managed Campaigns and Revenue Streams

Totaligent’s business model is currently anchored by its managed campaign services, which cater to publicly traded companies and political candidates. These campaigns, which utilize the platform’s robust micro-targeting capabilities, are a significant revenue driver. The managed campaigns offer clients a full-service solution, leveraging Totaligent’s expertise in navigating the complex and often changing regulations surrounding digital advertising, including those related to sensitive sectors like crypto, drugs, and political advertising. As Totaligent launched the public beta version of its consumer-facing platform on March 5, 2025, the managed campaign business will continue to be the primary revenue source. However, the consumer platform represents a significant growth opportunity, as it will allow a broader range of users to access Totaligent’s sophisticated marketing tools. This expansion into the consumer market is expected to diversify the company’s revenue streams and position it for long-term success. Amid the AI boom, we are adapting these services to incorporate AI-driven insights, ensuring our offerings remain competitive, while exploring how our platform can support AI-enabled ventures in diverse fields.

As Totaligent launched the beta version of its consumer-facing platform on March 5, 2025, the managed campaign business will continue to be the primary revenue source. However, the consumer platform represents a significant growth opportunity, as it will allow a broader range of users to access Totaligent’s sophisticated marketing tools. This expansion into the consumer market is expected to diversify the company’s revenue streams and position it for long-term success.

Integration and Automation: The Future of Digital Marketing

One of the key differentiators of Totaligent’s platform is its focus on integration and automation. The platform’s white-label programmatic ad capabilities are seamlessly connected to its DMP, enabling users to manage and optimize campaigns from a single interface. This integration negates the need for multiple service providers or Customer Relationship Management (CRM) tools, streamlining the digital marketing process. Totaligent also offers a comprehensive set of customer outreach tools, including email, SMS, and push notifications. These tools are designed to be easily accessible through the platform’s unified User Interface XML (UIX), allowing users to harmonize their marketing efforts across different channels. The ability to manage multichannel campaigns from a single panel not only enhances efficiency but also maximizes the impact of marketing efforts by providing a cohesive customer experience. In the AI era, automation is evolving toward agentic systems that handle execution autonomously, aligning with our strategic pivot to AI-enhanced operations and acquisitions that extend beyond marketing.

Totaligent also offers a comprehensive set of customer outreach tools, including email, SMS, and push notifications. These tools are designed to be easily accessible through the platform’s unified User Interface XML (UIX), allowing users to harmonize their marketing efforts across different channels. The ability to manage multichannel campaigns from a single panel not only enhances efficiency but also maximizes the impact of marketing efforts by providing a cohesive customer experience.

Adapting to Industry Changes

The digital marketing landscape is constantly evolving, with new regulations and platform policies frequently altering the rules of engagement. Totaligent’s commitment to continuous platform updates ensures that users can navigate these changes with ease. The platform is designed to stay ahead of the curve, adapting to new guidelines from major players like Google, Facebook, and Twitter. In conclusion, Totaligent is well-positioned to thrive in the dynamic digital marketing industry. By offering a person-based approach to marketing, coupled with powerful integration and automation tools, Totaligent enables users to execute highly effective campaigns that drive meaningful results. As the company expands its consumer-facing platform and pivots toward AI integration and diversified ventures like cryptocurrency mining, it is poised to become a leader in the digital marketing space, providing both businesses and individuals with the tools they need to succeed in an increasingly competitive environment. This evolution reflects the recognition that our core assets can fuel growth in AI-enabled sectors. Here are some compelling statistics and forecasts that support the information presented about Totaligent and the digital marketing industry:

In6 ~~conclusion,~~Table ~~Totaligent~~of is well-positioned to thrive in the dynamic digital marketing industry. By offering a person-based approach to marketing, coupled with powerful integration and automation tools, Totaligent enables users to execute highly effective campaigns that drive meaningful results. As the company expands its consumer-facing platform, it is poised to become a leader in the digital marketing space, providing both businesses and individuals with the tools they need to succeed in an increasingly competitive environment.Contents

71. ~~Table~~Growth of ~~Contents~~Digital Marketing: The global digital advertising market has experienced significant growth, reaching an estimated $667 billion in 2024 and projected to grow to over $700 billion in 2025, driven by increased online engagement and advancements in data-driven marketing. (eMarketer) This growth underscores the increasing reliance on digital channels for marketing and highlights the potential market for platforms like Totaligent. 2. Shift to Person-Based Marketing: Personalized marketing continues to be a critical strategy, with research indicating that such approaches can boost conversion rates by up to 202%. As consumers demand more tailored experiences, the shift towards person-based marketing becomes essential, making Totaligent’s platform, which offers micro-targeting, highly relevant. 3. Programmatic Advertising Dominance: Programmatic advertising has solidified its position in the digital advertising landscape, accounting for approximately 90.2% of digital display ad spending in the U.S. in 2022. This trend highlights the importance of programmatic platforms like Totaligent’s, which can efficiently reach targeted audiences 4. Email Marketing ROI: Email marketing continues to deliver strong returns on investment, with an average return of $0.42 for every $1 spent. Totaligent’s integration with known Email Service Providers (ESPs) positions it well to help users capitalize on this effective channel. 5. SMS Marketing Growth: The global SMS marketing market is experiencing rapid growth, expected to expand from $5.5 billion in 2021 to $24.9 billion by 2028, reflecting a Compound Annual Growth Rate (CAGR) of 24.8%. Totaligent’s SMS capabilities align with this growing trend, offering users a powerful tool for customer engagement. 6. Push Notification Engagement: Push notifications have a click-through rate (CTR) of up to 40%, making them one of the most effective channels for real-time customer engagement. Totaligent’s smart code for push notifications allows users to tap into this highly engaging channel. These statistics and forecasts emphasize the relevance and potential of Totaligent’s platform in a rapidly growing and evolving digital marketing landscape.

Here are some compelling statistics and forecasts that support the information presented about Totaligent and the digital marketing industry:

1. Growth of Digital Marketing: The global digital advertising market has experienced significant growth, reaching approximately $600 billion in 2024. Projections indicate that this market will continue to expand, potentially surpassing $1 trillion in revenue by 2025. This growth underscores the increasing reliance on digital channels for marketing and highlights the potential market for platforms like Totaligent. 2. Shift to Person-Based Marketing: Personalized marketing continues to be a critical strategy, with research indicating that such approaches can boost conversion rates by up to 202%. As consumers demand more tailored experiences, the shift towards person-based marketing becomes essential, making Totaligent’s platform, which offers micro-targeting, highly relevant. 3. Programmatic Advertising Dominance: Programmatic advertising has solidified its position in the digital advertising landscape, accounting for approximately 90.2% of digital display ad spending in the U.S. in 2022. This trend highlights the importance of programmatic platforms like Totaligent’s, which can efficiently reach targeted audiences 4. Email Marketing ROI: Email marketing continues to deliver strong returns on investment, with an average return of $0.42 for every $1 spent. Totaligent’s integration with known Email Service Providers (ESPs) positions it well to help users capitalize on this effective channel. 5. SMS Marketing Growth: The global SMS marketing market is experiencing rapid growth, expected to expand from $5.5 billion in 2021 to $24.9 billion by 2028, reflecting a Compound Annual Growth Rate (CAGR) of 24.8%. Totaligent’s SMS capabilities align with this growing trend, offering users a powerful tool for customer engagement. 6. Push Notification Engagement: Push notifications have a click-through rate (CTR) of up to 40%, making them one of the most effective channels for real-time customer engagement. Totaligent’s smart code for push notifications allows users to tap into this highly engaging channel.

These statistics and forecasts emphasize the relevance and potential of Totaligent’s platform in a rapidly growing and evolving digital marketing landscape.

Market Opportunity

The market opportunity for Totaligent within the digital marketing industry is substantial, driven by several key factors:

Expanding Digital Advertising Market

The global digital advertising market has experienced ~~significant~~strong ~~growth,~~and ~~surpassing~~sustained ~~previous projections. In 2024~~growth, ~~the~~reaching ~~market reached~~ approximately $~~734.24~~667 billion ~~and~~in is2024 ~~expected~~and toprojected ~~grow~~ to exceed $~~843.48~~700 billion in 2025,. atThis expansion reflects a compound annual growth rate (CAGR) of ~~14.9~~roughly 10–12%, driven by increasing digital consumption and advancements in data-driven marketing. (eMarketer) This expansion underscores the shift of advertising budgets from traditional to digital channels, presenting platforms like Totaligent, which offer advanced targeting and integration tools, with a substantial opportunity to capture a significant share of this burgeoning market.

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Rising Demand for Person-Based Marketing

Consumers increasingly expect personalized and relevant content, leading to a heightened demand for person-based marketing strategies. Studies have shown that personalized marketing can boost conversion rates by over 200%. Totaligent’s platform, which enables micro-targeting based on detailed consumer data, is well-positioned to capitalize on this trend, offering businesses the tools to deliver tailored experiences that meet consumer expectations.

Growth in Programmatic Advertising

Programmatic advertising continues to dominate the digital display ad market. In ~~2024~~2025, programmatic advertising spending in the United States was projected to reach $244 billion. Totaligent’s white-label programmatic ad platform, connected to a broad network of publishers, offers a significant opportunity to tap into this market. As more advertisers move towards automated, data-driven ad buying, Totaligent’s platform can attract a wide range of users seeking efficient and effective advertising solutions.

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Opportunities in Email, SMS, and Push Notification Marketing

Email marketing continues to deliver high ROI, while SMS and push notification marketing are experiencing rapid growth. The SMS marketing market, for instance, is expected to grow at a CAGR of 24.8% through 2028. Totaligent’s integrated tools for email, SMS, and push notifications allow users to engage customers across multiple channels, creating a comprehensive marketing solution that meets diverse needs. The ability to offer these services within a single platform enhances the value proposition for businesses seeking to streamline their digital marketing efforts.

Regulatory and Market Adaptation

As digital advertising becomes more regulated, particularly in areas like political advertising, crypto, and other sensitive sectors, platforms that can adapt quickly to these changes will have a competitive advantage. Totaligent’s commitment to continuously updating its platform to comply with new regulations provides a significant opportunity to attract clients in regulated industries that require compliant marketing solutions.

Expansion into the Consumer Market

The launch of Totaligent’s consumer-facing platform on March 5, 2025 represents a major growth opportunity. By making its sophisticated marketing tools accessible to a broader audience, including small businesses and individual marketers, Totaligent can tap into a vast and underserved segment of the market. This expansion could significantly diversify revenue streams and drive long-term growth. Amid the accelerated AI adoption in 2026, where AI agents and automation are redefining marketing operations, Totaligent sees opportunities to leverage its data-rich platform as a foundation for AI integrations. However, this has diminished the perceived standalone value of third-party SaaS tools, prompting a pivot toward synergistic AI acquisitions and diversified ventures like cryptocurrency mining to enhance long-term value. This includes pursuing AI-enabled businesses in non-marketing sectors.

Growth and Development Strategy

To capitalize on the substantial market opportunity in digital marketing, Totaligent has outlined a comprehensive growth strategy that includes targeted marketing efforts, brand development, and strategic acquisitions. By leveraging its existing strengths in person-based digital marketing and programmatic advertising, Totaligent aims to scale its operations, diversify revenue streams, and solidify its position as a leader in the industry. In light of recent industry shifts driven by AI acceleration, this strategy has evolved to prioritize AI integration and diversification.

Marketing Strategy

a. Channel Partners/Influencers Totaligent can expand its reach by building a network of channel partners and influencers within the digital marketing space. Many industries have used influencers to promote brands, and Totaligent can develop a similar network of influencers, including digital marketing experts, tech bloggers, and social media personalities. These influencers would promote Totaligent’s platform through content that showcases its unique capabilities, such as micro-targeting and multichannel integration. Influencers would be compensated on a performance basis, creating a scalable and cost-effective marketing model. b. Digital Marketing Platform Development Totaligent will continue to innovate and expand its platform capabilities. By focusing on the development of new features that address the evolving needs of digital marketers, such as enhanced data analytics, AI-driven campaign optimization, and improved user interface design, Totaligent will attract and retain a growing customer base. The Company’s commitment to staying ahead of regulatory changes will also be a significant differentiator in the market.

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~~Digital~~2. ~~Marketing~~Brand ~~Platform~~ Development Totaligent will ~~continue~~focus toon ~~innovate~~building ~~and~~a ~~expand~~strong ~~its~~brand ~~platform~~identity ~~capabilities~~as a leading provider of person-based digital marketing solutions. ByThis ~~focusing~~involves onnot ~~the~~only ~~development~~expanding ofits ~~new~~product ~~features~~offerings ~~that~~but ~~address~~also establishing itself as a thought leader in the ~~evolving~~industry. ~~needs~~Expanding ofPlatform ~~digital~~Offerings: ~~marketers~~Totaligent will continuously enhance its platform by integrating new features that align with market trends, such as AI-driven personalization, enhanced data ~~analytics~~privacy tools, AIand cross-~~driven~~channel campaign ~~optimization,~~management. This will allow Totaligent to meet the diverse needs of its customers and ~~improved~~stay ~~user~~ahead ~~interface~~of ~~design~~competitors. Strategic Partnerships Aligning with high-profile partners, ~~Totaligent~~such ~~will~~as ~~attract~~major ~~and~~digital ~~retain~~ad anetworks, ~~growing~~data ~~customer~~providers, ~~base.~~and ~~The~~tech ~~Company’s~~companies, ~~commitment~~will toenhance ~~staying~~Totaligent’s ~~ahead~~brand ofcredibility. ~~regulatory~~These ~~changes~~partnerships will also beprovide aadditional ~~significant~~channels ~~differentiator~~for incustomer ~~the~~acquisition ~~market~~and brand exposure.

23. ~~Brand~~Acquisitions ~~Development~~Strategy Totaligent intends to pursue strategic acquisitions to accelerate growth, expand its capabilities, and strengthen its market position. In response to the diminished value of standalone third-party SaaS products amid rapid AI adoption, this strategy has evolved to focus on AI companies and AI-enabled businesses that can leverage Totaligent's valuable platform and data assets for mutual enhancement. This includes targets in AI-driven marketing automation, predictive analytics, and personalization technologies, as well as AI-enabled businesses outside of digital marketing. Existing Digital Marketing Brands: Totaligent will target emerging digital marketing platforms and agencies that have demonstrated initial market penetration and potential for growth. By acquiring these companies, Totaligent can quickly expand its customer base, enhance its service offerings, and increase market share. Technology Acquisitions: To complement its platform, Totaligent will seek to acquire innovative technologies that enhance data analytics, customer engagement, and programmatic advertising capabilities. These acquisitions will provide Totaligent with additional tools to offer more comprehensive solutions to its clients, driving higher customer satisfaction and loyalty. Distribution and Data Assets: Totaligent will explore opportunities to acquire data providers and distribution platforms that can enhance its targeting capabilities. This could include acquiring companies with extensive consumer data or advanced targeting algorithms that can be integrated into Totaligent’s DMP. Additionally, acquiring companies with strong distribution networks will allow Totaligent to expand its reach and offer more robust services to its clients. Furthermore, to diversify beyond digital marketing, Totaligent is considering re-entering the cryptocurrency mining space, with a focus on Zcash (ZEC). ZEC's privacy features align with our data-centric expertise, and this move could provide new revenue streams while utilizing our technological infrastructure for efficient mining operations. Totaligent aims to capitalize on the expanding digital marketing industry, leveraging its strengths in person-based marketing, programmatic advertising, and multichannel integration. Through targeted marketing efforts, brand development, and an evolved acquisitions strategy emphasizing AI synergies and diversification, Totaligent is poised to scale its operations, diversify its revenue streams, and solidify its position as a market leader in digital marketing solutions.

Totaligent will focus on building a strong brand identity as a leading provider of person-based digital marketing solutions. This involves not only expanding its product offerings but also establishing itself as a thought leader in the industry.

Expanding Platform Offerings Totaligent will continuously enhance its platform by integrating new features that align with market trends, such as AI-driven personalization, enhanced data privacy tools, and cross-channel campaign management. This will allow Totaligent to meet the diverse needs of its customers and stay ahead of competitors.

Strategic Partnerships Aligning with high-profile partners, such as major digital ad networks, data providers, and tech companies, will enhance Totaligent’s brand credibility. These partnerships will also provide additional channels for customer acquisition and brand exposure.

3. Acquisitions Strategy

Totaligent intends to pursue strategic acquisitions to accelerate growth, expand its capabilities, and strengthen its market position. This strategy will focus on three key areas:

Existing Digital Marketing Brands Totaligent will target emerging digital marketing platforms and agencies that have demonstrated initial market penetration and potential for growth. By acquiring these companies, Totaligent can quickly expand its customer base, enhance its service offerings, and increase market share.

Technology Acquisitions To complement its platform, Totaligent will seek to acquire innovative technologies that enhance data analytics, customer engagement, and programmatic advertising capabilities. These acquisitions will provide Totaligent with additional tools to offer more comprehensive solutions to its clients, driving higher customer satisfaction and loyalty.

Distribution and Data Assets Totaligent will explore opportunities to acquire data providers and distribution platforms that can enhance its targeting capabilities. This could include acquiring companies with extensive consumer data or advanced targeting algorithms that can be integrated into Totaligent’s DMP. Additionally, acquiring companies with strong distribution networks will allow Totaligent to expand its reach and offer more robust services to its clients.

Totaligent aims to capitalize on the expanding digital marketing industry, leveraging its strengths in person-based marketing, programmatic advertising, and multichannel integration. Through targeted marketing efforts, brand development, and strategic acquisitions, Totaligent is poised to scale its operations, diversify its revenue streams, and solidify its position as a market leader in digital marketing solutions.

Competition

Totaligent is in a highly-competitive space, dominated by well-known players like ActiveCampaign, known for its robust automation capabilities, Klavivo, featuring over 300 integrations and supporting various automation and personalization features, HubSpot, known for its comprehensive suite of CRM, marketing, sales, and service tools, and Gladly, which consolidates customer interactions across channels like email, chat, and social media into one unified platform. As AI adoption accelerates, competition is intensifying from AI-native platforms, prompting Totaligent to pursue AI-enabled acquisitions to bolster its edge.

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Intellectual property

Totaligent’s intellectual property is grounded in its ownership of domain names, confidential business information, and tactics. These assets form the core of its competitive advantage, safeguarding the brand’s identity and proprietary knowledge. By leveraging domain names, confidential information and tactics, it preserves its unique business strategies and innovations. These intellectual properties collectively reinforce Totaligent's market presence and contribute to its long-term success, particularly as the Company integrates AI and explores diversified applications.

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Government Regulation

The Internet

We are subject to several laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and could be interpreted in ways that could harm our business. The way existing laws and regulations will be applied to the Internet and how they will relate to our business are often unclear. For example, we often cannot be certain how existing laws will apply in the e-commerce and online context, including with respect to such topics as privacy, defamation, pricing, credit card fraud, advertising, taxation, sweepstakes, promotions, content regulation, quality of products and services, and intellectual property ownership and infringement. As we pivot toward AI integrations and potential crypto mining, additional regulations in data privacy, AI ethics, and cryptocurrency may apply. Numerous laws and regulatory schemes have been adopted at the national and state level in the United States, and in some cases internationally, that have a direct impact on our business and operations. For example: The Credit Card Accountability Responsibility and Disclosure Act of 2009, or CARD Act, and similar laws and regulations adopted by several states regulate credit card and gift certificate use fairness, including expiration dates and fees. Our business also requires that we comply with payment card industry data security and other standards. We are subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments, and our business and results of operations could be adversely affected. The Digital Millennium Copyright Act (DMCA) provides relief for claims of circumvention of copyright protected technologies and includes a safe harbor intended to reduce the liability of online service providers for hosting, listing, or linking to third-party content that infringes copyrights of others. The California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020, provides consumers the right to know what personal data companies collect, how it is used, and the right to access, delete, and opt out of the sale of their personal information to third parties. It also expands the definition of personal information and gives consumers increased privacy rights and protections for that information. The CCPA also includes special requirements for California consumers under the age of 16. In addition, the European Union and United Kingdom have adopted the General Data Protection Regulation (GDPR), which likewise impose significant data protection obligations on enterprises, including limitations on data uses and constraints on certain uses of sensitive data. Effective January 1, 2023, we became subject to the California Privacy Rights Act, which expands upon the consumer data use restrictions, penalties and enforcement provisions under the California Consumer Privacy Act, and Virginia’s Consumer Data Protection Act, another comprehensive data privacy law. Effective July 1, 2023, we became subject to the Colorado Privacy Act and the Connecticut Act Concerning Personal Data Privacy and Online Monitoring, which are also comprehensive consumer privacy laws. Effective December 31, 2025, we also became subject to the Utah Consumer Privacy Act, regarding business handling of consumers’ personal data.

Numerous laws and regulatory schemes have been adopted at the national and state level in the United States, and in some cases internationally, that have a direct impact on our business and operations. For example:

The Credit Card Accountability Responsibility and Disclosure Act of 2009, or CARD Act, and similar laws and regulations adopted by several states regulate credit card and gift certificate use fairness, including expiration dates and fees. Our business also requires that we comply with payment card industry data security and other standards. We are subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments, and our business and results of operations could be adversely affected.

The Digital Millennium Copyright Act (DMCA) provides relief for claims of circumvention of copyright protected technologies and includes a safe harbor intended to reduce the liability of online service providers for hosting, listing, or linking to third-party content that infringes copyrights of others.

The California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020, provides consumers the right to know what personal data companies collect, how it is used, and the right to access, delete, and opt out of the sale of their personal information to third parties. It also expands the definition of personal information and gives consumers increased privacy rights and protections for that information. The CCPA also includes special requirements for California consumers under the age of 16. In addition, the European Union and United Kingdom have adopted the General Data Protection Regulation (GDPR), which likewise impose significant data protection obligations on enterprises, including limitations on data uses and constraints on certain uses of sensitive data. Effective January 1, 2023, we became subject to the California Privacy Rights Act, which expands upon the consumer data use restrictions, penalties and enforcement provisions under the California Consumer Privacy Act, and Virginia’s Consumer Data Protection Act, another comprehensive data privacy law. Effective July 1, 2023, we became subject to the Colorado Privacy Act and the Connecticut Act Concerning Personal Data Privacy and Online Monitoring, which are also comprehensive consumer privacy laws. Effective December 31, 2024, we also became subject to the Utah Consumer Privacy Act, regarding business handling of consumers’ personal data.

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CONSIDERATIONS RELATED TO OUR BUSINESS

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. Before making an investment decision, you should give careful consideration to the following risk factors, including our consolidated financial statements and related notes, before deciding whether to invest in shares of our common stock. The occurrence of any of the adverse developments described in the following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

~~RISKS~~10 ~~RELATING~~Table TOof ~~OUR FINANCIAL POSITION AND CAPITAL NEEDS~~Contents

WeRISKS ~~are~~RELATING inTO ~~our~~OUR ~~development~~FINANCIAL ~~stage~~POSITION ~~and~~AND ~~have~~CAPITAL ~~a limited operating history.~~NEEDS

We are ain ~~development-stage enterprise with a limited operating history with no sales, and operating losses since its inception. We will need to continue building~~ our ~~organization and team to competently evaluate and secure business opportunities for the~~ development ~~of sophisticated technologies. As an early-~~stage ~~business we will likely encounter unforeseen costs, expenses, competition~~ and ~~other~~have problems to which such businesses are often subject. Our likelihood of success will depend on the problems, uncertainties, unexpected costs, difficulties, complications and delays frequently encountered in developing and expanding a ~~new~~limited ~~business~~operating ~~and the competitive environment in which we plan to operate~~history. ~~If we fail to successfully address these risks, our business, financial condition and results of operations would be materially harmed.~~

~~Our~~We ~~independent~~are ~~registered~~a ~~public~~development-stage ~~accounting~~enterprise ~~firm~~with ~~has~~a ~~expressed~~limited ~~substantial~~operating ~~doubt~~history aswith limited sales, and operating losses since its inception. We will need to continue building our ~~ability~~organization and team to ~~continue~~competently asevaluate and secure business opportunities for the development of sophisticated technologies. As an early-stage business we will likely encounter unforeseen costs, expenses, competition and other problems to which such businesses are often subject. Our likelihood of success will depend on the problems, uncertainties, unexpected costs, difficulties, complications and delays frequently encountered in developing and expanding a ~~going~~new ~~concern~~business and the competitive environment in ~~its~~which ~~report~~we plan to operate. If we fail to successfully address these risks, our business, financial condition and results of operations would be materially harmed.

~~The~~Our ~~Company~~independent ~~has~~registered ~~evaluated~~public ~~whether~~accounting ~~there~~firm ~~are~~has ~~certain~~expressed ~~conditions and events, considered in the aggregate, that raise~~ substantial doubt ~~about~~as ~~the~~to ~~Company’s~~our ability to continue as a going concern ~~within~~in ~~one~~its ~~year after the date that the consolidated financial statements are issued~~report.

The ~~accompanying~~Company ~~consolidated~~has ~~financial~~evaluated ~~statements~~whether ~~have~~there ~~been~~are ~~prepared~~certain onconditions aand ~~going concern basis. For the year ended December 31~~events, ~~2024,~~considered ~~the Company had a net loss of $947,236, had $1,931,597~~ in ~~negative~~the ~~working capital~~aggregate, ~~accumulated deficit of $1,807,363 and stockholders’ deficit of $1,737,252. As a result, management has concluded~~ that ~~there~~raise is substantial doubt about the Company’s ability to continue as a going concern within one year ofafter the date that the ~~accompanying~~ consolidated financial statements are ~~being~~ issued. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. At December 31, 2024, the Company had cash of $22,128. Management is currently seeking to raise additional funds, primarily through the issuance of debt or equity securities, and estimates that a significant amount of capital will be necessary over a sustained period of time to advance the development of the Company’s business to the point at which it can become commercially viable and self-sustaining. However, there can be no assurances that the Company will be successful in this regard.

AsThe ~~market~~accompanying ~~conditions~~consolidated ~~present~~financial ~~uncertainty~~statements ashave tobeen ~~the~~prepared ~~Company’s~~on ~~ability~~a togoing ~~secure~~concern ~~additional~~basis. ~~funds,~~For ~~there~~the ~~can~~year beended noDecember ~~assurances~~31, ~~that~~2025, the Company ~~will~~had bea ~~able~~net toloss ~~secure~~of ~~additional~~$600,046, ~~financing~~had on$2,361,038 ~~acceptable~~in ~~terms~~negative working capital, oraccumulated atdeficit ~~all~~of $2,560,631 as and ~~when~~stockholders’ ~~necessary~~deficit toof ~~continue~~$2,164,267. toAs ~~conduct~~a ~~operations.~~result, Amanagement ~~debt~~has ~~financing~~concluded ~~may~~that ~~contain~~there ~~undue~~is ~~restrictions~~substantial ondoubt about the Company’s ~~operations~~ability ~~and/or~~to ~~liens~~continue onas a going concern within one year of the date that the accompanying consolidated financial statements are being issued. The Company’s ~~tangible~~ability ~~and~~to ~~intangible~~continue ~~assets,~~as ~~and~~a angoing ~~equity~~concern ~~financing~~is ~~may~~dependent ~~cause~~upon ~~substantial~~its ~~dilution~~ability to obtain the ~~Company’s~~necessary ~~common~~financing ~~stockholders.~~to Ifmeet ~~cash~~its ~~resources~~obligations ~~are~~and ~~insufficient~~repay its liabilities arising from normal business operations when they come due, to ~~satisfy~~fund possible future acquisitions, and to generate profitable operations in the ~~Company’s~~future. ~~ongoing~~At ~~cash~~December ~~requirements~~31, 2025, the Company ~~would~~had becash ~~required~~of to$4,689. ~~scale~~Management ~~back~~is orcurrently ~~discontinue~~seeking ~~its~~to ~~operations,~~raise ~~obtain~~additional funds, ifprimarily ~~available~~through the issuance of debt or equity securities, ~~although~~and ~~there~~estimates ~~can~~that a significant amount of capital will be nonecessary ~~certainty,~~over ~~through~~a ~~strategic~~sustained ~~alliances~~period ~~that~~of ~~may~~time ~~require~~to advance the development of the Company’s business to ~~relinquish~~the ~~rights~~point toat ~~its~~which ~~technology~~it can become commercially viable and self-sustaining. However, orthere tocan ~~discontinue~~be ~~its~~no ~~operations~~assurances ~~entirely~~that the Company will be successful in this regard.

12As ~~Table~~market ofconditions ~~Contents~~present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations. A debt financing may contain undue restrictions on the Company’s operations and/or liens on the Company’s tangible and intangible assets, and an equity financing may cause substantial dilution to the Company’s common stockholders. If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its operations, obtain funds, if available, although there can be no certainty, through strategic alliances that may require the Company to relinquish rights to its technology, or to discontinue its operations entirely.

The development and expansion of the Company’s business in 2025 and thereafter will be dependent on the capital resources available to the Company. No assurances can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company or adequate to fund the development and expansion of the Company’s business to a level that is commercially viable and self-sustaining.

~~The~~11 ~~Company~~Table ~~will~~of ~~need to raise additional capital to support its operations.~~Contents

The Company will need to ~~procure~~raise additional ~~financing~~capital ~~over time, the amount and timing of which will depend on a number of factors, including the pace of expansion of the Company’s opportunities and customer base, the scope of product development~~ to besupport ~~undertaken by the Company, the need to respond to customer needs for improvement of product offerings, the services offered and development efforts, the cash flow generated by~~ its operations~~, the extent of losses, if any with respect to matters identified as risk factors herein and the extent of other unanticipated areas or amounts of expenditure~~. The Company cannot fully predict the extent to which it will require additional financing. There can be no assurance regarding the availability or terms of additional financing the Company may be able to procure over time. Any new investor may require that any future debt financing or issuance of preferred equity by the Company could be senior to the rights of stockholders, and any future issuance of equity could result in the dilution of the value of our shares.

WeThe ~~anticipate~~Company ~~operating~~will ~~losses~~need to ~~continue~~procure ~~into~~additional financing over time, the ~~foreseeable~~amount ~~future~~and timing of which will depend on a number of factors, including the pace of expansion of the Company’s opportunities and ~~substantial~~customer base, the scope of product development to be undertaken by the Company, the need to respond to customer needs for improvement of product offerings, the services offered and development efforts, the cash flow generated by its operations, the extent of losses, if any with respect to matters identified as risk factors herein and the extent of other unanticipated areas or amounts of expenditure. The Company cannot fully predict the extent to which it will require additional ~~capital~~financing. There can be no assurance regarding the availability or terms of additional financing the Company may be ~~required~~able ~~that~~to procure over time. Any new investor may ~~not~~require that any future debt financing or issuance of preferred equity by the Company could be ~~available~~senior onto ~~acceptable~~the ~~terms~~rights of stockholders, and any future issuance of equity could result in the dilution of the value of our shares.

~~The~~We ~~Company~~anticipate ~~has negative working capital and has sustained~~ operating losses ~~since~~to ~~inception. These~~continue ~~factors,~~into ~~and~~ the ~~need~~foreseeable ~~for~~future ~~additional~~and ~~financing in order for the Company to meet its business plans raises~~ substantial ~~doubt~~additional ~~about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter. There is no assurance that we will be able to raise the~~ capital ~~that~~may ~~will~~ be required tothat ~~sustain~~may ~~operations~~not ~~and~~be ~~execute~~available ~~our~~on ~~business~~acceptable ~~plan, which involves raising capital for acquisitions as well as developing and commercializing technologies~~terms.

WeThe ~~expect~~Company ~~capital~~has ~~outlays~~negative ~~and~~working ~~operating~~capital ~~expenditures~~and tohas ~~increase~~sustained asoperating welosses ~~expand~~since ~~our~~inception. These ~~product~~factors, ~~offerings~~ and ~~marketing~~the ~~activities.~~need ~~Our~~for ~~business~~additional orfinancing ~~operations may change~~ in aorder ~~manner~~for ~~that~~the ~~would~~Company ~~consume~~to ~~available~~meet ~~funds~~its ~~more~~business ~~rapidly~~plans ~~than~~raises ~~anticipated, and~~ substantial ~~additional~~doubt ~~funding~~about ~~may~~the beCompany’s ~~required~~ability to ~~maintain~~continue ~~operations,~~as ~~fund~~a ~~expansion,~~going ~~develop~~concern. ~~new~~Our oropinion ~~enhanced~~is ~~products~~not ormodified ~~services,~~with ~~acquire~~respect ~~complementary products, businesses or technologies or otherwise respond~~ to ~~competitive~~that ~~pressures and opportunities~~matter. ~~Furthermore,~~There ~~any~~is ~~equity~~no orassurance ~~debt~~that ~~financings,~~we ifwill ~~available at all, may~~ be onable ~~terms which are not favorable~~ to ~~the~~raise ~~Company (and therefore its shareholders) and, in~~ the ~~case~~capital ofthat ~~a new equity offering by the Company, existing shareholders~~ will be ~~diluted~~required ~~unless~~to ~~they~~sustain ~~purchase~~operations ~~their~~and ~~proportionate~~execute ~~share~~our ofbusiness ~~the~~plan, ~~equity~~which ~~offering.~~involves Ifraising ~~adequate~~ capital isfor ~~not~~acquisitions ~~available~~as onwell ~~economically~~as ~~viable~~developing ~~terms~~ and ~~conditions,~~commercializing ~~the Company’s business, operating results and financial condition may be materially adversely affected~~technologies.

~~The~~We ~~Company’s~~expect ~~future~~capital ~~revenue~~outlays and operating ~~results~~expenditures to increase as we expand our product offerings and marketing activities. Our business or operations may change in a manner that would consume available funds more rapidly than anticipated, and substantial additional funding may be required to maintain operations, fund expansion, develop new or enhanced products or services, acquire complementary products, businesses or technologies or otherwise respond to competitive pressures and opportunities. Furthermore, any equity or debt financings, if available at all, may be on terms which are ~~unpredictable~~not favorable to the Company (and therefore its shareholders) and, in the case of a new equity offering by the Company, existing shareholders will be diluted unless they purchase their proportionate share of the equity offering. If adequate capital is not available on economically viable terms and conditions, the Company’s business, operating results and financial condition may ~~fluctuate~~be ~~significantly~~materially adversely affected.

ItThe ~~is difficult to accurately forecast the~~ Company’s ~~revenues and operating results, and they could fluctuate in the~~ future ~~due~~revenue ~~to several factors. These factors may include acceptance of the Company’s products~~ and ~~services; the amount and timing of~~ operating ~~costs~~results ~~and~~are ~~capital~~unpredictable ~~expenditures; competition from other market venues or services that may reduce market share~~ and ~~create pricing pressure; and adverse changes in general economic, industry and regulatory conditions and requirements. The Company’s operating results~~ may fluctuate ~~from year to year due to the factors listed above and others not listed~~significantly. ~~At times, these fluctuations may be significant.~~

IfIt ~~demand~~is ~~for~~difficult ~~our~~to accurately forecast the Company’s revenues and operating results, and they could fluctuate in the future due to several factors. These factors may include acceptance of the Company’s products and services; ~~does~~the ~~not~~amount ~~develop~~and astiming ~~expected~~of ~~our~~operating ~~projected~~costs ~~revenues~~and capital expenditures; competition from other market venues or services that may reduce market share and ~~profits~~create ~~will~~pricing pressure; and adverse changes in general economic, industry and regulatory conditions and requirements. The Company’s operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be ~~affected~~significant.

~~Our~~12 ~~future~~Table profits are influenced by many factors, including economics, world events and changing customer preferences. We believe that the markets in our product segment will continue to grow, that we will be successful in marketing our products and services in these markets. If our expectations as to the size of ~~these markets and our ability to sell our products and services in this market are not correct, our revenue may not materialize, and our business will be adversely affected.~~Contents

13Rapid ~~Table~~Advancements ofin ~~Contents~~Artificial Intelligence Could Render Our SaaS Platform Obsolete or Less Competitive.

The digital marketing industry is undergoing rapid transformation due to the accelerated adoption of artificial intelligence (AI) technologies, including generative AI, machine learning, and autonomous agents. These advancements enable more efficient automation of content creation, personalization, predictive analytics, and campaign optimization, potentially diminishing the perceived value and demand for traditional third-party SaaS platforms like ours. If we fail to ~~acquire~~successfully ~~and~~integrate ~~retain~~AI capabilities into our platform, or if competitors or new ~~customers~~entrants develop superior AI-driven solutions more quickly or effectively, our person-based digital marketing platform could become obsolete, less competitive, or ~~fail~~irrelevant. toThis docould soresult in areduced ~~cost-effective~~customer ~~manner~~adoption, weloss of market share, increased pricing pressures, and decreased revenues. Additionally, the costs associated with developing or acquiring AI technologies to remain competitive may be ~~unable~~substantial, and there is no assurance that such investments will yield the desired results or keep pace with industry evolution. Failure to ~~increase~~adapt ~~net~~to ~~revenues~~these AI-driven changes could materially adversely affect our business, ~~improve~~financial ~~margins~~condition, ~~and~~results ~~achieve~~of ~~profitability~~operations, and prospects.

~~Our~~If ~~success~~demand ~~depends~~for on our ability to acquire and retain new customers and to do so in a cost-effective manner. We must continue to acquire customers in order to increase net revenues, improve margins, and achieve profitability. We intend to make significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers. We cannot assure you that the net revenues from the new customers we acquire will ultimately exceed the cost of acquiring those customers. If we fail to deliver a quality shopping experience, or if consumers do not perceive the products ~~we offer to be of high value~~ and ~~quality,~~services wedoes may be unable to acquire or retain customers. If we are unable to acquire or retain customers who purchase products in volumes sufficient to grow our business, we may be unable to generate the scale necessary to achieve operational efficiency. Consequently, our prices may increase, or may not ~~decrease~~develop toas ~~levels~~expected ~~sufficient to generate customer interest,~~ our ~~net~~projected revenues ~~may decrease,~~ and ~~our~~profits ~~margins~~will ~~and profitability may decline or not improve. As a result, our business, financial condition, and results of operations may~~ be ~~materially and adversely~~ affected.

WeOur future profits are ~~dependent~~influenced onby ~~the~~many ~~continued~~factors, ~~services~~including economics, world events and ~~performance~~changing ofcustomer preferences. We believe that the markets in our ~~senior~~product ~~management~~segment ~~and~~will ~~other~~continue ~~key~~to ~~employees~~grow, that we will be successful in marketing our products and services in these markets. If our expectations as to the ~~loss~~size of ~~any~~these ofmarkets ~~whom~~and ~~could~~our ~~adversely~~ability ~~affect~~to sell our ~~business~~products and services in this market are not correct, ~~operating~~our ~~results~~revenue may not materialize, and ~~financial~~our ~~condition~~business will be adversely affected.

~~Our~~If ~~future~~we ~~performance~~fail ~~depends~~to onacquire ~~the continued services~~ and ~~contributions~~retain ofnew ~~our~~customers, ~~senior~~or ~~management~~fail ~~and~~to ~~other~~do ~~key~~so ~~employees,~~in ~~and~~a ~~without~~cost-effective ~~these key executives and employees~~manner, we may ~~not~~be ~~have~~unable ~~the ability~~ to ~~execute~~increase ~~our~~net business plans and to identify and pursue new opportunities and innovations. The loss of services of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic objectives. The loss of the services of our senior management or other key employees for any reason could adversely affect our businessrevenues, ~~financial~~improve ~~condition~~margins and ~~operating~~achieve ~~results~~profitability. ~~We do not presently maintain any key man life insurance policies.~~

Our success depends on our ability to acquire and retain new customers and to do so in a cost-effective manner. We ~~may~~must continue to acquire customers in order to increase net revenues, improve margins, and achieve profitability. We intend to make significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers. We cannot assure you that the net revenues from the new customers we acquire will ultimately exceed the cost of acquiring those customers. If we fail to deliver a quality shopping experience, or if consumers do not perceive the products we offer to be ~~able~~of high value and quality, we may be unable to ~~manage~~acquire ~~future~~or ~~growth~~retain ~~effectively~~customers. If we are unable to acquire or retain customers who purchase products in volumes sufficient to grow our business, we may be unable to generate the scale necessary to achieve operational efficiency. Consequently, our prices may increase, or may not decrease to levels sufficient to generate customer interest, our net revenues may decrease, and our margins and profitability may decline or not improve. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

IfWe ~~our business plans~~ are ~~successful,~~dependent weon ~~may~~the ~~experience~~continued ~~significant~~services ~~growth~~and inperformance ~~a short period~~ of ~~time and potential scaling issues. Should we grow rapidly,~~ our ~~financial,~~senior management and ~~operating~~other ~~resources~~key ~~may not expand sufficiently to adequately manage our growth. If we are unable to manage our growth~~employees, ~~our~~the ~~costs~~loss ~~may~~of ~~increase~~any ~~disproportionately,~~of ~~our~~whom ~~future~~could ~~revenues may stop growing or decline and we may face dissatisfied customers. Our failure to manage our growth may~~ adversely ~~impact~~affect our business, ~~and~~operating ~~the~~results ~~value~~and offinancial ~~your investment~~condition.

AOur ~~failure~~future orperformance ~~breach~~depends on the continued services and contributions of our ~~security~~senior ~~systems~~management orand ~~infrastructure~~other askey aemployees, ~~result~~and ofwithout ~~cyberattacks~~these ~~could~~key ~~disrupt~~executives ~~our~~and ~~business~~employees, ~~result~~we inmay not have the ~~disclosure~~ability orto ~~misuse~~execute our business plans and to identify and pursue new opportunities and innovations. The loss of ~~confidential~~services of senior management or ~~proprietary~~other ~~information,~~key ~~damage~~employees could significantly delay or prevent the achievement of our ~~reputation,~~development ~~increase~~and strategic objectives. The loss of the services of our ~~costs~~senior management or other key employees for any reason could adversely affect our business, financial condition and ~~cause~~operating ~~losses~~results. We do not presently maintain any key man life insurance policies.

~~Information~~We ~~security~~may ~~risks~~not ~~for~~be ~~technology~~able ~~companies, such as the Company, have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies~~ to ~~conduct~~manage ~~financial~~future ~~transactions,~~growth ~~and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties~~effectively. These threats may derive from fraud or malice on the part of our employees or third parties or may result from human error or accidental technological failure. These threats include cyberattacks, such as computer viruses, malicious code, phishing attacks or information security breaches.

~~Our~~If ~~operations~~our ~~will,~~business inplans ~~part~~are successful, ~~rely~~we onmay ~~the~~experience ~~secure~~significant ~~processing,~~growth ~~transmission~~in ~~and~~a ~~storage~~short period of ~~confidential~~time ~~proprietary~~ and ~~other~~potential ~~information~~scaling inissues. Should we grow rapidly, our ~~computer~~financial, ~~systems~~management and ~~networks~~operating resources may not expand sufficiently to adequately manage our growth. ~~Our~~If ~~customers~~we ~~will~~are ~~rely~~unable onto ~~digital~~manage ~~technologies,~~our ~~computers~~growth, ~~email~~our ~~and~~costs ~~messaging~~may ~~systems~~increase disproportionately, ~~software~~our future revenues may stop growing or decline and ~~networks~~we tomay ~~conduct~~face ~~their~~dissatisfied ~~operations~~customers. orOur failure to ~~utilize~~manage our ~~products~~growth ormay ~~services~~adversely impact our business and the value of your investment.

In13 ~~addition,~~Table toof ~~access our products and services, our customers will use personal smartphones, tablet computers and other mobile devices that may be beyond our control.~~Contents

14A ~~Table~~failure or breach of ~~Contents~~our security systems or infrastructure as a result of cyberattacks could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

IfInformation asecurity ~~cyberattack~~risks orfor ~~other~~technology ~~information security breach occurs~~companies, itsuch ~~could~~as ~~lead to security breaches of~~ the ~~networks~~Company, ~~systems~~have orsignificantly ~~devices~~increased ~~that~~in ~~our~~recent years ~~customers~~in ~~use~~part tobecause ~~access~~of ~~our products and services which could result in~~ the ~~unauthorized~~proliferation ~~disclosure,~~of ~~release,~~new ~~gathering~~technologies, ~~monitoring,~~the ~~misuse,~~use ~~loss or destruction~~ of ~~confidential,~~the ~~proprietary~~Internet and ~~other~~telecommunications ~~information~~technologies ~~(including~~to ~~account~~conduct ~~data~~financial ~~information)~~transactions, orand ~~data~~the ~~security~~increased ~~compromises.~~sophistication ~~Such~~and ~~events~~activities ~~could~~of ~~also~~organized ~~cause~~crime, ~~service interruptions~~hackers, ~~malfunctions~~terrorists orand other ~~failures~~external inparties. ~~the~~These ~~physical~~threats ~~infrastructure~~may orderive ~~operations~~from ~~systems~~fraud ~~that~~or ~~will~~malice ~~support~~on ~~our businesses and customers, as well as~~ the ~~operations~~part of our ~~customers~~employees or ~~other~~ third parties. ~~Any~~or ~~actual~~may ~~attacks~~result ~~could~~from ~~lead~~human toerror ~~damage~~or toaccidental ~~our~~technological ~~reputation~~failure. ~~with~~These ~~our~~threats ~~customers~~include ~~and other parties and the market~~cyberattacks, ~~additional costs to the Company (~~such as ~~repairing~~computer ~~systems~~viruses, ~~adding~~malicious ~~new personnel or protection technologies or compliance costs)~~code, ~~regulatory~~phishing ~~penalties, financial losses to both us and our customers and partners and the loss of customers and business opportunities. If such~~ attacks ~~are~~or ~~not~~information ~~detected~~security ~~immediately, their effect could be compounded~~breaches.

~~Although~~Our weoperations will, ~~attempt~~in topart, ~~mitigate~~rely ~~these~~on ~~risks~~the secure processing, ~~there~~transmission ~~can~~and bestorage noof ~~assurance~~confidential ~~that~~proprietary weand other information in our computer systems and networks. Our customers will berely ~~immune~~on todigital ~~these~~technologies, ~~risks~~computers, email and ~~not~~messaging ~~suffer~~systems, ~~losses~~software inand ~~the~~networks ~~future~~to conduct their operations or to utilize our products or services.

~~Current~~In ~~market~~addition, ~~conditions~~to access our products and ~~recessionary~~services, ~~pressures~~our incustomers ~~one~~will oruse ~~more~~personal ofsmartphones, ~~the~~tablet ~~Company’s~~computers ~~markets~~and ~~could~~other ~~impact~~mobile ~~the~~devices ~~Company’s~~that ~~ability~~may tobe ~~grow~~beyond ~~its~~our ~~business~~control.

~~The~~If ~~U.S. economy~~a ~~faces~~cyberattack ~~continued~~or ~~concerns~~other ~~about~~information ~~the~~security ~~systemic~~breach ~~impacts~~occurs, ofit ~~adverse~~could ~~economic~~lead ~~conditions~~to ~~such~~security asbreaches of the ~~U.S. deficit~~networks, ~~historically~~systems ~~high~~or ~~inflation,~~devices ~~volatile~~that ~~energy~~our ~~costs,~~customers ~~geopolitical~~use ~~issues,~~to ~~the~~access ~~continued~~our ~~availability~~products and ~~cost~~services ofwhich ~~credit~~could result in the ~~face~~unauthorized ofdisclosure, ~~expected~~release, ~~interest~~gathering, ~~rate increases by the U.S. Federal Reserve~~monitoring, ~~ongoing supply chain disruptions~~misuse, ~~the~~loss ~~ongoing~~or ~~impact~~destruction of ~~the COVID-19 pandemic~~confidential, ~~and~~proprietary ~~unstable financial~~ and ~~real~~other ~~estate~~information ~~markets. Foreign countries,~~ (including ~~those~~account indata ~~the~~information) ~~Euro~~or ~~zone,~~data ~~are~~security ~~affected by similar systemic impacts~~compromises. ~~Turbulence~~Such inevents ~~the~~could ~~United States~~also ~~and~~cause ~~international~~service ~~markets~~interruptions, ~~and~~malfunctions ~~economic~~or ~~conditions~~other ~~may~~failures ~~adversely~~in ~~affect~~ the ~~Company’s~~physical ~~liquidity~~infrastructure ~~and~~or ~~financial~~operations ~~condition,~~systems ~~and~~that ~~the~~will ~~liquidity~~support ~~and~~our ~~financial~~businesses ~~condition~~and ~~of the Company’s~~ customers~~. If these market conditions occur~~, ~~they~~as ~~may~~well ~~limit~~as the ~~Company’s~~operations ~~ability, and the ability~~ of ~~the~~our ~~Company’s~~ customers, toor ~~replace~~other ~~maturing~~third ~~liabilities~~parties. ~~and~~Any toactual ~~access~~attacks ~~the~~could ~~capital~~lead ~~markets~~ to ~~meet~~damage ~~liquidity~~to ~~needs,~~our ~~which~~reputation ~~could~~with ~~have~~our acustomers ~~material adverse effect on the Company’s financial condition~~ and ~~results~~other ofparties ~~operations. There is no assurance that the Company’s products~~ and ~~services will be accepted in~~ the ~~marketplace. To date~~market, ~~inflationary~~additional ~~pressures~~costs ~~have~~to ~~not had a material impact on~~ the Company’s ~~financial~~(such ~~condition~~as ~~and~~repairing ~~results of operations~~systems, ~~and~~adding wenew ~~have~~personnel ~~not~~or ~~developed~~protection ~~any~~technologies ~~plans~~ or ~~taken~~compliance ~~any~~costs), ~~action~~regulatory ~~to mitigate such inflationary pressures. However~~penalties, ~~there~~financial islosses noto ~~assurance~~both ~~the~~us ~~inflationary~~and ~~pressures~~our ~~will~~customers ~~not~~and ~~have~~partners aand ~~material effect on~~ the ~~Company’s~~loss ~~financial~~of ~~condition~~customers and ~~results~~business ~~of operations in the future~~opportunities. If ~~inflationary~~such ~~pressures~~attacks ~~begin~~are tonot ~~have~~detected aimmediately, ~~material~~their effect oncould ~~the~~be ~~Company in the future, we may or may not develop plans to mitigate those pressures~~compounded.

~~Risks~~Although ~~Related~~we will attempt to ~~Government~~mitigate ~~Regulation~~these risks, there can be no assurance that we will be immune to these risks and ~~Being~~not asuffer ~~Public~~losses ~~Company~~in the future.

WeCurrent ~~will~~market ~~face~~conditions ~~growing~~and ~~regulatory~~recessionary ~~and~~pressures ~~compliance~~in ~~requirements~~one ~~which~~or ~~can~~more beof ~~costly~~the ~~and~~Company’s ~~time~~markets ~~consuming~~could impact the Company’s ability to grow its business.

~~New~~The ~~and~~U.S. economy ~~evolving~~faces ~~regulations~~continued ~~and~~concerns ~~compliance~~about ~~standards~~the ~~for~~systemic ~~cyber~~impacts ~~security~~of adverse economic conditions such as the U.S. deficit, ~~data~~historically ~~protection~~high inflation, ~~privacy~~volatile energy costs, ~~and~~geopolitical ~~internal~~issues, ITthe ~~controls~~continued ~~are~~availability ~~often~~and ~~created~~cost inof ~~response~~credit toin the ~~tide~~face of ~~cyberattacks~~expected ~~and~~interest ~~will~~rate ~~increasingly~~increases ~~impact~~by ~~organizations~~the ~~like our company~~U.S. Federal ~~Existing~~Reserve, ~~regulatory~~ongoing ~~standards~~supply ~~require~~chain ~~that~~disruptions, ~~organizations~~the ~~implement~~ongoing ~~internal~~impact ~~controls~~of ~~for~~the ~~user~~COVID-19 ~~access~~pandemic, toand ~~applications~~unstable financial and ~~data~~real estate markets. InForeign ~~addition~~countries, ~~data~~including ~~breaches~~those ~~are~~in ~~driving~~the aEuro ~~new~~zone, ~~wave~~are ofaffected ~~regulation,~~by ~~such~~similar assystemic impacts. Turbulence in the ~~European~~United States ~~Union’s~~and ~~General~~international ~~Data~~markets ~~Protection~~and ~~Regulation,~~economic ~~with~~conditions ~~stricter~~may ~~enforcement~~adversely ~~and~~affect ~~higher~~the ~~penalties.~~Company’s ~~Regulatory~~liquidity and ~~policy-driven~~financial ~~obligations~~condition, ~~require~~and ~~expensive~~the liquidity and ~~time-consuming~~financial ~~compliance~~condition ~~measures~~of the Company’s customers. ~~The~~If ~~fear~~these ofmarket ~~non-compliance~~conditions occur, ~~failed~~they ~~audits~~may limit the Company’s ability, and ~~material~~the ~~findings~~ability ~~has~~of ~~pushed~~the ~~organizations~~Company’s customers, to ~~spend~~replace ~~more~~maturing liabilities and to ~~ensure~~access ~~they~~the ~~are~~capital inmarkets ~~compliance~~to meet liquidity needs, ~~often~~which ~~resulting~~could inhave ~~costly,~~a ~~one-off~~material ~~implementations~~adverse toeffect ~~mitigate~~on ~~potential~~the ~~fines~~Company’s orfinancial ~~reputational~~condition ~~damage~~and results of operations. ~~The~~There ~~high~~is ~~costs~~no ~~associated~~assurance ~~with~~that ~~failing~~the toCompany’s ~~meet~~products ~~regulatory~~and ~~requirements~~services will be accepted in the marketplace. To date, ~~combined~~inflationary ~~with~~pressures have not had a material impact on the ~~risk~~Company’s offinancial ~~fallout~~condition ~~from~~and ~~security~~results ~~breaches~~of operations, ~~has~~and ~~elevated~~we ~~this~~have ~~topic~~not ~~from~~developed ~~the~~any ITplans ~~organization~~or taken any action to mitigate such inflationary pressures. However, there is no assurance the ~~executive~~inflationary pressures will not have a material effect on the Company’s financial condition and ~~board~~results ~~level~~of operations in the future. WeIf ~~may~~inflationary ~~need~~pressures begin to ~~spend~~have ~~additional~~a ~~time~~material ~~and~~effect ~~money~~on ~~ensuring~~the weCompany ~~will~~in ~~meet~~the future, ~~regulatory~~we ~~requirements~~may or may not develop plans to mitigate those pressures.

1514 Table of Contents

~~Intellectual~~Risks ~~Property~~Related ~~may~~to beGovernment ~~threatened~~Regulation orand ~~become~~Being ~~obsolete.~~a Public Company

We ~~rely~~will onface agrowing ~~combination~~regulatory ~~of trademarks, domain names,~~ and ~~confidential~~compliance ~~information~~requirements towhich ~~protect~~can ~~our proprietary rights. However, these protections may not~~ be sufficient to prevent unauthorized use, infringement, or misappropriation by third parties. Our ability to protect our intellectual property is subject to various uncertainties, including the limitations of legal protections in certain jurisdictions, the possibility of invalidation or challenge to our intellectual property rights, and the risk of competitors developing similar or superior technologies. Failure to protect our intellectual property could result in diminished brand value, loss of competitive advantage, and potential legal disputes, which may require costly ~~litigation~~ and ~~divert~~time ~~management's focus~~consuming.

~~Our~~New ~~competitors~~and evolving regulations and compliance standards for cyber security, data protection, privacy, and internal IT controls are ~~well~~often created in response to the tide of cyberattacks and will increasingly impact organizations like our company. Existing regulatory standards require that organizations implement internal controls for user access to applications and data. In addition, data breaches are driving a new wave of regulation, such as the European Union’s General Data Protection Regulation, with stricter enforcement and higher penalties. Regulatory and policy-~~funded~~driven obligations require expensive and ~~have~~time-consuming ~~large~~compliance ~~customer~~measures. ~~bases~~The fear of non-compliance, failed audits, and material findings has pushed organizations to spend more to ensure they are in compliance, often resulting in costly, one-off implementations to mitigate potential fines or reputational damage. The high costs associated with failing to meet regulatory requirements, combined with the risk of fallout from security breaches, has elevated this topic from the IT organization to the executive and board level. We may need to spend additional time and money ensuring we will meet future regulatory requirements.

WeIntellectual ~~operate~~Property ~~in a competitive market where many of our competitors~~ may ~~have greater financial, technical, and marketing resources, as well as a longer operating history. These competitors may~~ be ~~better~~threatened ~~positioned to develop and market products more effectively, invest in superior intellectual property protection,~~ or ~~engage~~become ~~in extended legal battles~~obsolete. Their ability to leverage these resources could undermine our market position, reduce our market share, and make it more difficult for us to compete effectively. If we are unable to respond to these competitive pressures, our business, financial condition, and operating results could be materially and adversely affected.

~~Our~~We ~~business~~rely ~~could~~on a combination of trademarks, domain names, and confidential information to protect our proprietary rights. However, these protections may not be ~~negatively~~sufficient ~~impacted~~to prevent unauthorized use, infringement, or misappropriation by ~~changes~~third parties. Our ability to protect our intellectual property is subject to various uncertainties, including the limitations of legal protections in certain jurisdictions, the Upossibility of invalidation or challenge to our intellectual property rights, and the risk of competitors developing similar or superior technologies.~~S. political~~ ~~environment~~Failure to protect our intellectual property could result in diminished brand value, loss of competitive advantage, and potential legal disputes, which may require costly litigation and divert management's focus.

~~There~~Our iscompetitors ~~significant~~are ongoing uncertainty with respect to potential legislation, regulation and government policy at the federal, state and local levels in the United States. Such uncertainty and any material changes in such legislation, regulation and government policy could significantly impact our business as well-funded ~~as the markets in which we compete. Specific legislative~~ and regulatory proposals that might materially impact us include, but are not limited to, changes to liability rules for data privacy regulations, import and export regulations, income tax regulations and the U.S. federal tax code and public company reporting requirements, immigration policies and enforcement, healthcare law, minimum wage laws, climate and energy policies, foreign trade and relations with foreign governments, and pandemic response. To the extent changes in the political environment have alarge ~~negative~~customer ~~impact on us or on our customers, our markets, our business, results of operation and financial condition could be materially and adversely impacted in the future~~bases.

~~Failure~~We tooperate ~~comply~~in ~~with~~a ~~data~~competitive ~~privacy~~market where many of our competitors may have greater financial, technical, and ~~security~~marketing ~~laws~~resources, as well as a longer operating history. These competitors may be better positioned to develop and ~~regulations~~market products more effectively, invest in superior intellectual property protection, or engage in extended legal battles. Their ability to leverage these resources could ~~adversely~~undermine ~~affect~~our market position, reduce our market share, and make it more difficult for us to compete effectively. If we are unable to respond to these competitive pressures, our business, financial condition, and operating results could be materially and ~~business~~adversely affected.

InOur ~~the ordinary course of our~~ business, wecould ~~might~~be ~~collect~~negatively ~~and~~impacted ~~store~~by changes in ~~our~~the internal and external data centers, cloud services and networks sensitive data, including our proprietary business information and that of our customers, suppliers and business collaborators, as well as personal information of our customers and employeesU. ~~The secure processing, maintenance and transmission of this information is critical to our operations and business strategy~~S. ~~The number and sophistication of attempted attacks and intrusions that companies have experienced from third parties has increased over the past few~~ ~~years.~~political ~~Despite our security measures, it is impossible for us to eliminate this risk~~environment.

AThere ~~number~~is ofsignificant ~~U.S. states~~ongoing ~~have~~uncertainty ~~enacted~~with ~~data~~respect ~~privacy~~to ~~and~~potential ~~security~~legislation, ~~laws~~regulation and ~~regulations~~government ~~that~~policy ~~govern~~at the ~~collection~~federal, ~~use,~~state ~~disclosure, transfer, storage, disposal,~~ and ~~protection~~local oflevels ~~personal~~in ~~information,~~the ~~such~~United States. asSuch ~~social~~uncertainty ~~security numbers, financial information~~ and ~~other~~any ~~sensitive~~material ~~personal~~changes ~~information.~~in ~~For~~such ~~example~~legislation, ~~all~~regulation ~~50 states~~ and ~~several~~government ~~U.S. territories~~policy ~~now~~could ~~have~~significantly ~~data~~impact ~~breach~~our ~~laws~~business ~~that~~as ~~require~~well ~~timely~~as ~~notification~~the tomarkets ~~affected~~in ~~individuals,~~which ~~and~~we atcompete. ~~times~~Specific ~~regulators,~~legislative ~~credit reporting agencies~~ and ~~other~~regulatory ~~bodies,~~proposals ifthat amight ~~company~~materially ~~has~~impact ~~experienced~~us ~~the~~include, ~~unauthorized~~but ~~access~~are ornot ~~acquisition~~limited ~~of certain personal information. Other state laws~~to, ~~such~~changes asto ~~the~~liability ~~California~~rules ~~Consumer~~for ~~Privacy~~data ~~Act,~~privacy ~~as amended~~regulations, orimport ~~the~~and ~~CCPA,~~export ~~among other things~~regulations, ~~contain~~income ~~disclosure~~tax ~~obligations~~regulations ~~for~~and ~~businesses~~the ~~that~~U.S. federal ~~collect~~tax ~~personal~~code ~~information about residents in their state~~ and ~~affords~~public ~~those~~company ~~individuals~~reporting ~~new~~requirements, ~~rights~~immigration ~~relating~~policies ~~to their personal information that may affect our ability to collect~~ and~~/or~~ ~~use~~enforcement, ~~personal~~healthcare ~~information.~~law, ~~Effective~~minimum ~~January 1,~~wage ~~2023~~laws, weclimate ~~became~~and ~~subject~~energy ~~to the California Privacy Rights Act~~policies, ~~which~~foreign ~~expands~~trade ~~upon~~and ~~the~~relations ~~consumer~~with ~~data~~foreign ~~use restrictions~~governments, ~~penalties~~ and ~~enforcement~~pandemic ~~provisions~~response. ~~under~~To the ~~California~~extent ~~Consumer~~changes ~~Privacy~~in ~~Act,~~the ~~and~~political ~~Virginia’s~~environment ~~Consumer~~have ~~Data~~a ~~Protection~~negative ~~Act,~~impact ~~another~~on ~~comprehensive~~us ~~data~~or ~~privacy~~on ~~law.~~our ~~Effective July 1~~customers, ~~2023~~our markets, weour ~~became~~business, ~~subject~~results toof ~~the~~operation ~~Colorado Privacy Act~~ and ~~Connecticut’s~~financial Ancondition ~~Act~~could ~~Concerning~~be ~~Personal~~materially ~~Data Privacy~~ and ~~Online~~adversely ~~Monitoring,~~impacted ~~which~~in ~~are~~the ~~also comprehensive consumer privacy laws~~future.

1615 Table of Contents

~~Effective~~Failure ~~December 31, 2024, we also became subject~~ to ~~the~~comply ~~Utah~~with ~~Consumer Privacy Act, regarding business handling of consumers’ personal~~ data. ~~Meanwhile,~~privacy ~~several other states~~ and ~~the~~security ~~federal government have considered or are considering privacy~~ laws ~~like the CCPA. We will continue to monitor~~ and ~~assess~~regulations ~~the~~could ~~impact~~adversely ofaffect ~~these~~our ~~laws,~~operating ~~which~~results ~~may impose substantial penalties for violations, impose significant costs for investigations~~ and ~~compliance, allow private class-action litigation and carry significant potential liability for our~~ business.

~~Outside~~In of the ~~U.S.,~~ordinary ~~data~~course ~~protection~~of ~~laws,~~our ~~including the EU General Data Protection Regulation~~business, orwe ~~the GDPR, also~~ might ~~apply~~collect toand ~~some~~store ofin our ~~operations~~internal orand ~~business~~external ~~collaborators.~~data ~~Legal requirements in these countries relating to the collection~~centers, ~~storage,~~cloud ~~processing~~services and ~~transfer~~networks ofsensitive ~~personal~~ data~~/information continue to evolve. The GDPR imposes~~, ~~among~~including ~~other~~our ~~things,~~proprietary ~~data~~business ~~protection~~information ~~requirements~~and that ~~include~~of ~~strict~~our ~~obligations~~customers, suppliers and ~~restrictions~~business ~~on the ability to collect~~collaborators, ~~analyze~~as ~~and~~well ~~transfer~~as EU personal ~~data/~~information, ~~a requirement for prompt notice~~ of ~~data~~our ~~breaches~~customers ~~to data subjects~~ and ~~supervisory~~employees. ~~authorities~~The insecure ~~certain circumstances~~processing, maintenance and ~~possible~~transmission ~~substantial~~of ~~fines~~this ~~for~~information ~~any~~is ~~violations~~critical ~~(including~~to ~~possible~~our ~~fines~~operations ~~for~~and ~~certain~~business ~~violations~~strategy. ofThe upnumber toand ~~the~~sophistication ~~greater~~ of ~~20 million~~attempted ~~Euros~~attacks orand 4%intrusions ofthat ~~total~~companies ~~company~~have ~~revenue).~~experienced ~~Other~~from ~~governmental~~third ~~authorities~~parties ~~around~~has ~~the~~increased ~~world~~over ~~have~~the ~~enacted~~past orfew years. ~~are~~Despite ~~considering~~our ~~similar~~security ~~types~~measures, ofit ~~legislative~~is ~~and~~impossible ~~regulatory~~for ~~proposals~~us ~~concerning~~to ~~data~~eliminate ~~protection~~this risk.

~~Our~~A ~~business~~number ~~depends~~of onU.S. states ~~our~~have ~~customers~~enacted ~~continued~~data privacy and ~~unimpeded~~security ~~access~~laws toand ~~the~~regulations ~~Internet~~that ~~and~~govern the ~~development~~collection, use, disclosure, transfer, storage, disposal, and ~~maintenance~~protection of ~~Internet~~personal ~~infrastructure~~information, such as social security numbers, financial information and other sensitive personal information. ~~Internet~~For ~~access~~example, ~~providers~~all ~~may~~50 bestates ~~able~~and several U.S. territories now have data breach laws that require timely notification to ~~block~~affected individuals, ~~degrade~~and at times regulators, credit reporting agencies and other bodies, if a company has experienced the unauthorized access or ~~charge~~acquisition of certain personal information. Other state laws, such as the California Consumer Privacy Act, as amended, or the CCPA, among other things, contain disclosure obligations for ~~access~~businesses that collect personal information about residents in their state and affords those individuals new rights relating to ~~certain~~their ofpersonal information that may affect our ~~services~~ability to collect and/or use personal information. Effective January 1, ~~which~~2023, ~~could~~we ~~lead~~became subject to ~~additional~~the ~~expenses~~California Privacy Rights Act, which expands upon the consumer data use restrictions, penalties and enforcement provisions under the ~~loss~~California ofConsumer ~~customers~~Privacy Act, and Virginia’s Consumer Data Protection Act, another comprehensive data privacy law. Effective July 1, 2023, we became subject to the Colorado Privacy Act and Connecticut’s An Act Concerning Personal Data Privacy and Online Monitoring, which are also comprehensive consumer privacy laws.

~~Our~~Effective ~~services~~December ~~depend~~31, on2025, ~~the~~we ~~ability~~also ofbecame ~~our~~subject ~~customers~~ to ~~access~~ the ~~Internet.~~Utah ~~Currently,~~Consumer ~~this~~Privacy ~~access~~Act, isregarding ~~provided~~business byhandling ~~companies~~of ~~having~~consumers’ ~~significant~~personal ~~market~~data. ~~power~~Meanwhile, inseveral ~~the~~other ~~broadband~~states and ~~Internet~~the ~~access~~federal ~~marketplace, including incumbent telephone companies, cable companies, mobile communications companies and~~ government~~-owned~~ ~~service providers. Some of these providers~~ have ~~the~~considered ~~ability~~or toare ~~take~~considering ~~measures~~privacy ~~including~~laws ~~legal~~like ~~actions, that could degrade, disrupt or increase~~ the ~~cost~~CCPA. We ofwill ~~user~~continue ~~access~~ to ~~certain~~monitor ofand ~~our~~assess ~~services by restricting or prohibiting~~ the ~~use~~impact of ~~their~~these ~~infrastructure to support our services~~laws, ~~charging~~which ~~increased~~may ~~fees~~impose tosubstantial ~~our~~penalties ~~users~~for violations, orimpose ~~regulating~~significant ~~online~~costs ~~speech.~~for ~~Such~~investigations ~~interference could result in a loss of existing users, advertisers~~ and ~~goodwill~~compliance, ~~could~~allow ~~result~~private inclass-action ~~increased~~litigation ~~costs~~ and ~~could~~carry ~~impair~~significant ~~our~~potential ~~ability~~liability tofor ~~attract new users, thereby harming~~ our ~~revenue and growth~~business.

~~Moreover,~~Outside of the ~~adoption~~U.S., ofdata ~~any~~protection laws, orincluding ~~regulations~~the ~~adversely~~EU ~~affecting~~General Data Protection Regulation, or the ~~growth~~GDPR, ~~popularity~~also ormight ~~use~~apply to some of our operations or business collaborators. Legal requirements in these countries relating to the ~~Internet~~collection, ~~including~~storage, ~~laws~~processing ~~impacting~~and ~~Internet~~transfer ~~neutrality~~of personal data/information continue to evolve. The GDPR imposes, ~~could~~among ~~decrease~~other ~~the~~things, ~~demand~~data ~~for~~protection ~~our~~requirements ~~services~~that include strict obligations and ~~increase~~restrictions ~~our~~on ~~operating~~the ~~costs.~~ability ~~The~~to ~~legislative~~collect, analyze and ~~regulatory~~transfer ~~landscape~~EU ~~regarding~~personal ~~the~~data/information, ~~regulation~~a requirement for prompt notice of ~~the~~data ~~Internet~~breaches to data subjects and, supervisory authorities in ~~particular~~certain circumstances, ~~Internet~~and ~~neutrality,~~possible insubstantial fines for any violations (including possible fines for certain violations of up to the ~~U.S.~~greater of 20 ismillion ~~subject~~Euros toor ~~uncertainty~~4% of total company revenue). Other governmental authorities around the world have enacted or are considering similar types of legislative and regulatory proposals concerning data protection.

ToOur ~~the~~business ~~extent~~depends ~~any~~on ~~laws,~~our ~~regulations~~customers orcontinued ~~rulings~~and ~~permit~~unimpeded ~~Internet~~access ~~service providers~~ to ~~charge some users higher rates than others for~~ the ~~delivery of their content,~~ Internet ~~service~~and ~~providers~~the ~~could~~development ~~attempt to use such law, regulation or ruling to impose higher fees or deliver our content with less speed, reliability or otherwise on a non-neutral basis as compared to other market participants,~~ and ~~our~~maintenance ~~business~~of ~~could~~Internet ~~be adversely impacted~~infrastructure. ~~Internationally, government regulation concerning the~~ Internet, ~~and~~access inproviders ~~particular, network neutrality,~~ may be ~~developing~~able orto ~~non-existent. Within such a regulatory environment~~block, wedegrade ~~could experience discriminatory~~ or ~~anticompetitive~~charge ~~practices~~for ~~impeding~~access ~~both~~to ~~our~~certain ~~and~~of our ~~customers’ domestic and international growth~~services, ~~increasing~~which ~~our~~could ~~costs~~lead orto ~~adversely~~additional ~~affecting~~expenses ~~our business. Additional changes in the legislative~~ and ~~regulatory landscape regarding Internet neutrality, or otherwise regarding~~ the ~~regulation~~loss of ~~the Internet, could harm our business, operating results and financial condition~~customers.

17Our ~~Table~~services depend on the ability of ~~Contents~~our customers to access the Internet. Currently, this access is provided by companies having significant market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers. Some of these providers have the ability to take measures including legal actions, that could degrade, disrupt or increase the cost of user access to certain of our services by restricting or prohibiting the use of their infrastructure to support our services, charging increased fees to our users, or regulating online speech. Such interference could result in a loss of existing users, advertisers and goodwill, could result in increased costs and could impair our ability to attract new users, thereby harming our revenue and growth.

~~Our~~16 ~~business~~Table ~~could~~of ~~be affected by new governmental regulations regarding the Internet.~~Contents

~~To date~~Moreover, ~~government regulations have not materially restricted~~ the ~~use~~adoption of ~~the~~any ~~Internet in most parts of the world. However, the legal and regulatory environment relating to the Internet is uncertain, and governments may impose regulation in the future. New~~ laws ~~may~~or beregulations ~~passed,~~adversely ~~courts may issue decisions~~ affecting the ~~Internet~~growth, ~~existing~~popularity ~~but previously inapplicable~~ or ~~unenforced~~use ~~laws~~of ~~may be deemed to apply to~~ the Internet, orincluding ~~regulatory agencies may begin to more rigorously enforce such formerly unenforced~~ laws, orimpacting ~~existing~~Internet ~~legal safe harbors may be narrowed~~neutrality, ~~both~~could bydecrease ~~U.S. federal~~the ordemand ~~state~~for ~~governments~~our services and byincrease ~~governments~~our ofoperating ~~foreign jurisdictions~~costs. The ~~adoption~~legislative ofand ~~any~~regulatory ~~new~~landscape ~~laws~~regarding ~~or regulations, or~~ the ~~narrowing~~regulation of ~~any safe harbors, could hinder growth in~~ the ~~use of the~~ Internet and, ~~online~~in ~~services generally~~particular, ~~and decrease acceptance of the~~ Internet ~~and online services as a means of communications~~neutrality, ~~e-commerce and advertising. In addition, such changes~~ in ~~laws could increase our costs of doing business or prevent us from delivering our services over~~ the ~~Internet~~U.S. is orsubject into ~~specific jurisdictions, which could harm our business and our results of operations~~uncertainty.

IfTo wethe ~~fail~~extent any laws, regulations or rulings permit Internet service providers to ~~maintain~~charge ansome ~~effective~~users ~~system~~higher rates than others for the delivery of ~~disclosure~~their ~~controls~~content, ~~and~~Internet ~~internal~~service ~~control~~providers ~~over~~could ~~financial~~attempt ~~reporting~~to use such law, regulation or ruling to impose higher fees or deliver our ~~ability~~content with less speed, reliability or otherwise on a non-neutral basis as compared to ~~produce~~other ~~timely~~market participants, and ~~accurate~~our ~~financial~~business ~~statements~~could be adversely impacted. Internationally, government regulation concerning the Internet, and in particular, network neutrality, may be developing or ~~comply~~non-existent. ~~with~~Within ~~applicable~~such ~~regulations~~a regulatory environment, we could beexperience ~~impaired~~discriminatory or anticompetitive practices impeding both our and our customers’ domestic and international growth, increasing our costs or adversely affecting our business. Additional changes in the legislative and regulatory landscape regarding Internet neutrality, or otherwise regarding the regulation of the Internet, could harm our business, operating results and financial condition.

AsOur abusiness ~~public~~could ~~company,~~be weaffected ~~will incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented~~ by ~~the~~new ~~Securities~~governmental and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these requirements. Moreover, these rules and regulations ~~will~~regarding ~~increase~~the ~~our legal and financial compliance costs and will make some activities more time-consuming and costly~~Internet.

~~The~~To ~~Sarbanes-Oxley Act requires~~date, ~~among~~government ~~other~~regulations ~~things,~~have ~~that~~not wematerially ~~maintain~~restricted ~~effective~~the ~~internal~~use ~~controls~~of ~~for~~the ~~financial~~Internet ~~reporting~~in ~~and~~most ~~disclosure~~parts ~~controls~~of ~~and~~the ~~procedures~~world. ~~In particular~~However, wethe ~~must~~legal ~~perform system~~ and ~~process~~regulatory ~~evaluations~~environment ~~and~~relating ~~testing of our internal controls over financial reporting~~ to ~~allow management to report on~~ the ~~effectiveness~~Internet ofis ~~our internal controls over financial reporting~~uncertain, asand ~~required~~governments bymay ~~Section~~impose ~~404~~regulation ofin the ~~Sarbanes-Oxley Act~~future. ~~Compliance~~New ~~with~~laws ~~Section 404~~ may ~~require~~be ~~that~~passed, wecourts ~~incur~~may ~~substantial~~issue ~~accounting~~decisions ~~expenses~~affecting ~~and~~the ~~expend~~Internet, ~~significant~~existing ~~management~~but ~~efforts.~~previously Weinapplicable ~~have~~or ~~concluded~~unenforced ~~that~~laws ~~our~~may ~~disclosure~~be ~~controls~~deemed ~~and~~to ~~procedures~~apply ~~and~~to ~~our internal~~the ~~controls~~Internet ~~over~~or ~~financial~~regulatory ~~reporting~~agencies ~~are~~may ~~not~~begin ~~effective due~~ to ~~material~~more ~~weaknesses~~rigorously ~~identified~~enforce insuch ~~our~~formerly ~~internal~~unenforced ~~controls~~laws, ~~over~~or ~~financial~~existing ~~reporting.~~legal ~~These~~safe ~~material~~harbors ~~weaknesses~~may ~~include:~~be ~~lack of a full-time Chief Financial Officer with accounting expertise~~narrowed, ~~lack~~both ofby aU.S. federal ~~formal~~or ~~review~~state ~~process~~governments and ~~ineffective~~by ~~oversight~~governments ~~due to the lack~~ of anforeign ~~audit~~jurisdictions. ~~committee~~The ~~comprised~~adoption of ~~independent~~any ~~directors.~~new ~~Remediating~~laws ~~these~~or ~~weaknesses~~regulations, ~~will~~or ~~require~~ the ~~expenditure~~narrowing of ~~capital~~any tosafe ~~hire~~harbors, ~~additional~~could ~~staff~~hinder ~~and~~growth ~~other~~in ~~measures.~~the Ifuse weof ~~cannot take steps to timely remediate~~ the ~~weaknesses~~Internet inand ~~our~~online ~~internal~~services ~~controls~~generally, ~~the~~and ~~market~~decrease ~~price~~acceptance of ~~our~~the ~~stock~~Internet ~~could decline if investors~~ and ~~others~~online ~~lose~~services ~~confidence~~as ina ~~the~~means ~~reliability~~ of ~~our financial statements. Similarly~~communications, wee-commerce ~~could~~and ~~have~~advertising. ~~difficulty~~In ~~attracting~~addition, ~~third-party~~such ~~lenders~~changes ~~and~~in ~~market-makers~~laws incould increase our ~~common~~costs ~~stock~~of ifdoing ~~such~~business ~~lenders~~ or ~~broker-dealers~~prevent ~~believe~~us ~~they~~from ~~cannot~~delivering ~~rely on~~ our ~~financial~~services ~~statements~~over asthe ~~materially~~Internet ~~accurate.~~or Inin ~~addition~~specific jurisdictions, wewhich could beharm ~~subject~~our tobusiness ~~sanctions~~and orour ~~investigations~~results byof ~~the SEC or other applicable regulatory authorities~~operations.

~~Industry~~If ~~and~~we ~~other~~fail ~~market~~to ~~data~~maintain ~~used~~an ineffective ~~this~~system orof ~~other~~disclosure ~~periodic~~controls ~~reports~~and ~~that~~internal wecontrol ~~have~~over ~~filed~~financial orreporting, ~~will~~our inability ~~the~~to ~~future~~produce ~~file~~timely ~~with~~and ~~the~~accurate ~~SEC,~~financial ~~including~~statements ~~those undertaken by us~~ or ~~our~~comply ~~engaged~~with ~~consultants,~~applicable ~~may~~regulations ~~not~~could ~~prove to~~ be ~~representative of current and future market conditions or future results~~impaired.

~~This~~As ~~report~~a ~~includes~~public orcompany, ~~refers to periodic reports that~~ we ~~have filed in the past and~~ will ~~file~~incur insignificant ~~the future with the SEC and may include or refer to~~legal, ~~statistical~~accounting and other ~~industry~~expenses ~~and~~under ~~market~~the ~~data~~Sarbanes-Oxley ~~that~~Act weof ~~obtained from industry publications and research~~2002, ~~surveys~~together ~~and~~with ~~studies~~rules ~~conducted~~implemented by ~~third~~the ~~parties~~Securities and ~~surveys~~Exchange Commission and ~~studies~~applicable ~~that we undertook ourselves regarding the~~ market ~~potential for our current products~~regulators. ~~Although~~These werules ~~believe~~impose ~~that~~various ~~such~~requirements ~~information~~on ~~has~~public ~~been obtained from reliable sources~~companies, ~~the~~including ~~sources~~requiring ofcertain ~~such~~corporate ~~data~~governance ~~have not guaranteed the accuracy or completeness of such information~~practices. ~~While~~Our wemanagement ~~believe these industry publications~~ and ~~third-party~~other ~~research,~~personnel ~~surveys~~will ~~and~~need ~~studies~~to ~~are~~devote ~~reliable,~~a wesubstantial ~~have~~amount ~~not~~of ~~independently~~time ~~verified~~to ~~such~~these ~~data~~requirements. ~~The results of this data represent various methodologies~~Moreover, ~~assumptions,~~these ~~research,~~rules ~~analysis, projections, estimates, composition of respondent pool, presentation of data~~ and ~~adjustments,~~regulations ~~each~~will ofincrease ~~which~~our ~~may~~legal ~~ultimately prove to be incorrect,~~ and ~~cause~~financial ~~actual~~compliance ~~results~~costs and ~~market~~will ~~viability~~make tosome ~~differ~~activities ~~materially~~more ~~from~~time-consuming ~~those~~and ~~presented in any such report or other materials~~costly.

18The ~~Table~~Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of ~~Contents~~our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. We have concluded that our disclosure controls and procedures and our internal controls over financial reporting are not effective due to material weaknesses identified in our internal controls over financial reporting. These material weaknesses include: lack of a full-time Chief Financial Officer with accounting expertise, lack of a formal review process and ineffective oversight due to the lack of an audit committee comprised of independent directors. Remediating these weaknesses will require the expenditure of capital to hire additional staff and other measures. If we cannot take steps to timely remediate the weaknesses in our internal controls, the market price of our stock could decline if investors and others lose confidence in the reliability of our financial statements. Similarly, we could have difficulty attracting third-party lenders and market-makers in our common stock if such lenders or broker-dealers believe they cannot rely on our financial statements as materially accurate. In addition, we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.

~~Our~~17 ~~access~~Table to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, any financial institutions with which we enter into credit agreements or arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we have financial or business relationships but could also include factors involving financial markets or the financial services industry generally.Contents

~~The~~Industry ~~results~~and ofother ~~events~~market ordata ~~concerns~~used ~~that~~in ~~involve~~this ~~one~~ or ~~more~~other ofperiodic ~~these~~reports ~~factors~~that ~~could~~we ~~include~~have afiled ~~variety~~or ofwill ~~material~~in ~~and~~the ~~adverse~~future ~~impacts~~file onwith ~~our~~the ~~current~~SEC, ~~and~~including ~~projected~~those ~~business~~undertaken ~~operations~~by ~~and~~us or our ~~financial~~engaged ~~condition~~consultants, ~~and~~may ~~results~~not ofprove ~~operations.~~to ~~These~~be ~~risks~~representative ~~include,~~of ~~but~~current ~~may~~and ~~not~~future bemarket ~~limited~~conditions ~~to,~~or ~~the~~future ~~following:~~results.

●This ~~delayed~~report ~~access~~includes or refers to ~~deposits~~periodic reports that we have filed in the past and will file in the future with the SEC and may include or refer to, statistical and other ~~financial~~industry ~~assets~~and ormarket data that we obtained from industry publications and research, surveys and studies conducted by third parties and surveys and studies that we undertook ourselves regarding the ~~uninsured~~market ~~loss~~potential for our current products. Although we believe that such information has been obtained from reliable sources, the sources of ~~deposits~~such data have not guaranteed the accuracy or ~~other~~completeness ~~financial~~of ~~assets;~~such information. While we believe these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data. The results of this data represent various methodologies, assumptions, research, analysis, projections, estimates, composition of respondent pool, presentation of data and adjustments, each of which may ultimately prove to be incorrect, and cause actual results and market viability to differ materially from those presented in any such report or other materials.

●Our ~~inability~~access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, any financial institutions with which we enter into credit ~~facilities~~agreements or ~~other~~arrangements ~~working~~directly, ~~capital~~or ~~resources;~~the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we have financial or business relationships but could also include factors involving financial markets or the financial services industry generally.

●The ~~potential~~results of events or ~~actual~~concerns ~~breach~~that involve one or more of ~~contractual~~these ~~obligations~~factors ~~that~~could ~~require~~include usa tovariety ~~maintain~~of ~~letters~~material and adverse impacts on our current and projected business operations and our financial condition and results of ~~credit~~operations. orThese ~~other~~risks ~~credit~~include, ~~support~~but ~~arrangements;~~may ornot be limited to, the following:

● ~~termination~~delayed ofaccess ~~cash~~to ~~management~~deposits ~~arrangements and/~~or ~~delays~~other infinancial ~~accessing~~assets or ~~actual~~the uninsured loss of ~~funds~~deposits ~~subject~~or toother ~~cash~~financial ~~management arrangements.~~assets;

In● ~~addition,~~inability ~~investor~~to ~~concerns~~enter ~~regarding~~into the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit ~~and~~facilities ~~liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms~~ or ~~at all. Any decline in available funding or access to our cash and liquidity resources could, among~~ other ~~risks,~~working ~~adversely~~capital impact our ability to meet our operating expenses or other obligations, financial or otherwise, result in breaches of our financial and/or contractual obligations, or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors, could have material adverse impacts on our liquidity and our current and/or projected business operations and financial condition and results of operations.resources;

~~Any~~● ~~further~~potential ~~deterioration in the macroeconomic economy~~ or ~~financial~~actual ~~services~~breach ~~industry could lead to losses or defaults by our partners, vendors or suppliers, which in turn, could have a material adverse effect on our current and/or projected business operations and results~~ of ~~operations~~contractual ~~and~~obligations ~~financial condition. For example, a partner may fail to make payments when due, default under their agreements with us, become insolvent or declare bankruptcy, or a supplier may determine~~ that itrequire ~~will no longer deal with~~ us asto amaintain ~~customer.~~letters ~~In addition, a vendor or supplier could be adversely affected by any~~ of ~~the~~credit ~~liquidity~~ or other risks that are described above as factors that could result in material adverse impacts on us, including but not limited to delayed access or loss of access to uninsured deposits or loss of the ability to draw on existing credit ~~facilities~~support ~~involving~~arrangements; ~~a troubled~~ or failed financial institution. The bankruptcy or insolvency of any partner, vendor or supplier, or the failure of any partner to make payments when due, or any breach or default by a partner, vendor or supplier, or the loss of any significant supplier relationships, could cause us to suffer material losses and may have a material adverse impact on our business.

19● ~~Table~~termination of ~~Contents~~cash management arrangements and/or delays in accessing or actual loss of funds subject to cash management arrangements.

~~Risks~~In ~~Related~~addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to ~~Ownership~~credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses or other obligations, financial or otherwise, result in breaches of ~~Our~~our ~~Common~~financial ~~Stock~~and/or contractual obligations, or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors, could have material adverse impacts on our liquidity and our current and/or projected business operations and financial condition and results of operations.

~~Our~~18 ~~stock~~Table ~~price may be volatile, and purchasers~~ of ~~our common stock could incur substantial losses.~~Contents

~~The~~Any ~~stock~~further ~~market~~deterioration in ~~general~~the ~~has~~macroeconomic ~~experienced~~economy ~~significant~~or ~~price~~financial ~~and~~services ~~volume~~industry ~~fluctuations~~could ~~that~~lead ~~have~~to ~~often~~losses ~~been~~or ~~unrelated~~defaults orby ~~disproportionate~~our topartners, ~~operating~~vendors ~~performance~~or ofsuppliers, ~~individual~~which ~~companies~~in turn, ~~particularly~~could ~~following~~have a ~~public~~material ~~offering~~adverse effect on our current and/or projected business operations and results of operations and financial condition. For example, a ~~company~~partner may fail to make payments when due, default under their agreements with us, become insolvent or declare bankruptcy, or a ~~small~~supplier ~~public~~may ~~float~~determine that it will no longer deal with us as a customer. ~~There~~In isaddition, ~~the~~a ~~potential~~vendor ~~for~~or ~~rapid~~supplier ~~and~~could ~~substantial~~be ~~price~~adversely ~~volatility~~affected by any of ~~our~~the ~~common~~liquidity ~~stock.~~or ~~Broad~~other ~~market~~risks ~~factors~~that ~~may~~are ~~seriously~~described ~~harm~~above ~~the~~as ~~market~~factors ~~price~~that ofcould ~~our~~result ~~common~~in ~~stock~~material adverse impacts on us, ~~regardless~~including but not limited to delayed access or loss of ~~our~~access ~~actual~~to uninsured deposits or ~~expected~~loss ~~operating~~of ~~performance~~the ~~and~~ability to draw on existing credit facilities involving a troubled or failed financial ~~condition~~institution. The bankruptcy or ~~prospects~~insolvency of any partner, ~~which~~vendor ~~may~~or ~~make~~supplier, itor ~~difficult~~the ~~for~~failure ~~investors~~of any partner to ~~assess~~make ~~the~~payments ~~rapidly~~when ~~changing~~due, ~~value~~or ofany ~~our~~breach ~~common~~or ~~stock.~~default ~~Additionally~~by a partner, ~~the~~vendor ~~price~~or ~~and~~supplier, ~~volume~~or the loss of ~~our~~any ~~common~~significant ~~stock~~supplier ~~may~~relationships, ~~fluctuate~~could ~~significantly~~cause asus to suffer material losses and may have a ~~result~~material ofadverse ~~the~~impact ~~following~~on ~~factors:~~our business.

●Risks ~~quarterly~~Related ~~variations~~to inOwnership ~~our~~of ~~operating~~Our ~~results~~Common ~~compared to market expectations;~~Stock

●Our ~~adverse~~stock ~~publicity~~price ~~about~~may usbe volatile, ~~the~~and ~~industries~~purchasers weof ~~participate~~our incommon orstock ~~individual~~could ~~scandals;~~incur substantial losses.

●The ~~announcements~~stock ofmarket ~~new~~in ~~offerings~~general orhas experienced significant price ~~reductions~~and byvolume usfluctuations that have often been unrelated or disproportionate to operating performance of individual companies, particularly following a public offering of a company with a small public float. There is the potential for rapid and substantial price volatility of our ~~competitors;~~common stock. Broad market factors may seriously harm the market price of our common stock, regardless of our actual or expected operating performance and financial condition or prospects, which may make it difficult for investors to assess the rapidly changing value of our common stock. Additionally, the price and volume of our common stock may fluctuate significantly as a result of the following factors:

● ~~fluctuations~~quarterly variations in ~~stock~~our ~~market~~operating ~~prices~~results ~~and~~compared ~~volumes~~to market expectations;

● ~~changes~~adverse inpublicity ~~senior~~about ~~management~~us, the industries we participate in or ~~key~~individual ~~personnel~~scandals;

● ~~changes~~announcements inof ~~financial~~new ~~estimates~~offerings or significant price reductions by ~~securities~~us ~~analysts~~or our competitors;

● ~~the~~fluctuations ~~market’s~~in ~~reaction~~stock tomarket ~~our~~prices ~~reduced~~and ~~disclosure as a result of being an “emerging growth company” under the JOBS Act~~volumes;

● ~~negative~~changes ~~earnings~~in orsenior ~~other~~management ~~announcements by us~~ or ~~our~~key ~~competitors~~personnel;

● ~~defaults~~changes onin ~~indebtedness,~~financial ~~incurrence~~estimates ofby ~~additional~~securities ~~indebtedness, or issuances of additional capital stock~~analysts;

● ~~global~~the ~~economic,~~market’s ~~legal~~reaction ~~and~~to ~~regulatory~~our ~~factors~~reduced ~~unrelated~~disclosure toas ~~our~~a ~~performance;~~result ~~and~~of being an “emerging growth company” under the JOBS Act;

● ~~the~~negative ~~other~~earnings ~~factors~~or ~~listed~~other inannouncements ~~this~~by ~~“Risk~~us ~~Factors”~~or ~~section.~~our competitors;

If● ~~securities~~defaults oron ~~industry~~indebtedness, ~~analysts~~incurrence doof ~~not~~additional ~~publish~~indebtedness, ~~research~~ or ~~publish~~issuances ~~inaccurate~~of oradditional ~~unfavorable~~capital ~~research about our business, the market price for the shares and trading volume could decline.~~stock;

~~The~~● ~~trading~~global ~~market~~economic, ~~for~~legal ~~our common stock will depend in part on the research~~ and ~~reports~~regulatory ~~that~~factors ~~securities~~unrelated or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about our business, the market price for our common stock would likely decline. If one or more of these analysts cease coverage of our company or fail to ~~publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for~~ our ~~common~~performance; ~~stock to decline.~~and

20● ~~Table~~the ofother ~~Contents~~factors listed in this “Risk Factors” section.

We19 ~~have~~Table ~~never~~of ~~paid cash dividends on our stock and do not intend to pay dividends for the foreseeable future.~~Contents

WeIf ~~have~~securities ~~paid~~or noindustry ~~cash~~analysts ~~dividends on any class of our stock to date, and we~~ do not ~~anticipate~~publish ~~paying~~research ~~cash~~or ~~dividends~~publish ininaccurate ~~the~~or ~~near~~unfavorable ~~term.~~research ~~For~~about ~~the foreseeable future, we intend to retain any earnings to finance the development and expansion of~~ our business, ~~and~~the wemarket ~~do not anticipate paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after~~ price ~~appreciation~~for ~~to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends in~~ the ~~future~~shares ~~will be made at the discretion of our board of directors~~ and ~~will~~trading ~~depend~~volume oncould ~~our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant~~decline.

~~Raising~~The ~~additional~~trading ~~capital~~market ~~may~~for ~~cause~~our ~~dilution~~common tostock will depend in part on the research and reports that securities or industry analysts publish about us or our ~~stockholders~~business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about our business, the market price for our common stock would likely decline. If one or ~~restrict~~more of these analysts cease coverage of our ~~operations~~company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our common stock to decline.

~~Until~~We ~~such~~have ~~time,~~never ifpaid ~~ever,~~cash asdividends weon ~~can generate substantial product revenues, we expect to finance~~ our ~~cash~~stock ~~needs through a combination of equity~~ and~~/or~~ ~~debt~~do ~~financing~~not ~~and~~intend ~~collaborations,~~to ~~licensing~~pay ~~agreements~~dividends orfor ~~other strategic arrangements. To~~ the ~~extent~~foreseeable that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of such securities may include liquidation or other preferences that adversely affect your rights as a stockholderfuture.

ToWe ~~the~~have ~~extent~~paid ~~that~~no wecash ~~raise~~dividends ~~additional~~on ~~capital~~any ~~through~~class ~~debt~~of ~~financing~~our stock to date, itand ~~would~~we ~~result~~do innot ~~increased~~anticipate ~~fixed~~paying ~~payment~~cash ~~obligations~~dividends ~~and~~in athe ~~portion~~near ofterm. ~~our~~For ~~operating~~the ~~cash~~foreseeable ~~flows~~future, ifwe ~~any,~~intend ~~being~~to ~~dedicated~~retain any earnings to finance the ~~payment~~development and expansion of ~~principal~~our business, and ~~interest~~we do not anticipate paying any cash dividends on ~~such~~our ~~indebtedness~~common stock. ~~In addition~~Accordingly, ~~debt~~investors ~~financing~~must ~~may~~be ~~involve~~prepared ~~agreements~~to ~~that~~rely ~~include~~on ~~restrictive~~sales ~~covenants~~of ~~that~~their ~~impose~~common ~~operating~~stock ~~restrictions~~after price appreciation to earn an investment return, ~~such~~which asmay ~~restrictions~~never onoccur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends in the ~~incurrence~~future ofwill ~~additional~~be ~~debt,~~made at the ~~making~~discretion of ~~certain~~our ~~capital~~board ~~expenditures~~of ordirectors ~~the~~and ~~declaration~~will depend on our results of ~~dividends~~operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

WeRaising ~~may issue~~ additional ~~debt~~capital ~~and~~may ~~equity~~cause ~~securities,~~dilution ~~which are senior~~ to our ~~common~~stockholders ~~stock~~or asrestrict ~~to distributions and in liquidation, which could materially adversely affect the market price of~~ our ~~common stock~~operations.

InUntil ~~the~~such ~~future~~time, weif ~~may~~ever, ~~attempt~~as towe ~~increase~~can ~~our~~generate ~~capital~~substantial ~~resources~~product byrevenues, ~~entering~~we ~~into~~expect ~~additional~~to ~~debt~~finance orour ~~debt-like~~cash ~~financing~~needs ~~that~~through isa ~~secured~~combination byof ~~all~~equity and/or updebt tofinancing ~~all~~and ofcollaborations, ~~our~~licensing ~~assets,~~agreements or ~~issuing~~other ~~debt~~strategic orarrangements. ~~equity~~To ~~securities,~~the ~~which~~extent ~~could~~that ~~include~~we ~~issuances~~raise ofadditional ~~commercial~~capital ~~paper,~~through ~~medium-term~~the ~~notes,~~sale ~~senior~~of ~~notes,~~equity ~~subordinated~~or ~~notes~~convertible ordebt ~~shares.~~securities, Inyour ~~the~~ownership ~~event~~interest ofwill ~~our~~be ~~liquidation~~diluted, ~~our lenders~~ and ~~holders~~the terms of ~~our~~such ~~debt~~ securities ~~would~~may ~~receive~~include aliquidation ~~distribution~~or ofother ~~our~~preferences ~~available~~that ~~assets~~adversely ~~before~~affect ~~distribution~~your rights as a stockholder.

toTo ~~our~~the ~~stockholders.~~extent Inthat ~~addition,~~we ~~any~~raise additional ~~preferred~~capital ~~stock,~~through ifdebt ~~issued by our company~~financing, ~~may~~it ~~have~~would aresult ~~preference~~in ~~with~~increased ~~respect~~fixed topayment ~~distributions~~obligations and ~~upon~~a ~~liquidation,~~portion ~~which~~of ~~could~~our ~~further~~operating ~~limit~~cash ~~our~~flows, ~~ability~~if toany, ~~make~~being ~~distributions~~dedicated to ~~our~~the ~~stockholders.~~payment ~~Because~~of ~~our~~principal ~~decision~~and tointerest ~~incur~~on ~~debt~~such ~~and~~indebtedness. ~~issue~~In ~~securities~~addition, indebt ~~our~~financing ~~future~~may ~~offerings~~involve ~~will~~agreements ~~depend~~that oninclude ~~market~~restrictive ~~conditions~~covenants ~~and~~that ~~other~~impose ~~factors~~operating ~~beyond~~restrictions, ~~our~~such ~~control,~~as werestrictions ~~cannot~~on ~~predict~~the orincurrence ~~estimate~~of ~~the~~additional ~~amount~~debt, ~~timing~~the ormaking ~~nature~~ of ~~our~~certain ~~future~~capital ~~offerings~~expenditures ~~and~~or ~~debt~~the ~~financing~~declaration of dividends.

~~Further,~~We ~~market~~may ~~conditions~~issue ~~could~~additional ~~require~~debt usand toequity ~~accept~~securities, ~~less~~which ~~favorable~~are ~~terms~~senior ~~for~~to ~~the~~our ~~issuance~~common ofstock ~~our~~as ~~securities~~to indistributions ~~the~~and ~~future.~~in ~~Thus~~liquidation, ~~you~~which ~~will~~could ~~bear~~materially ~~the~~adversely ~~risk~~affect ~~of our future offerings reducing~~ the ~~value~~market price of ~~your~~our common stock ~~and diluting your interest in our company~~.

21In ~~Table~~the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is secured by all or up to all of ~~Contents~~our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distribution to our stockholders. In addition, any additional preferred stock, if issued by our company, may have a preference with respect to distributions and upon liquidation, which could further limit our ability to make distributions to our stockholders. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.

WeFurther, ~~are~~market aconditions ~~smaller~~could ~~reporting~~require ~~company~~us ~~within~~to ~~the~~accept ~~meaning~~less offavorable ~~the~~terms ~~Securities~~for ~~Act,~~the ~~and~~issuance ~~if we take advantage~~ of ~~certain~~our ~~exemptions~~securities ~~from~~in ~~disclosure~~the ~~requirements~~future. ~~available~~Thus, toyou ~~smaller~~will ~~reporting~~bear ~~companies,~~the ~~this~~risk ~~could~~of ~~make~~ our ~~securities~~future ~~less~~offerings ~~attractive~~reducing tothe ~~investors~~value ~~and~~of ~~may~~your ~~make~~common itstock ~~more~~and ~~difficult~~diluting toyour ~~compare~~interest in our ~~performance with other public companies~~company. ~~We are also a voluntary filer.~~

~~Rule 12b-2~~20 ofTable ~~the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary~~ of ~~a parent that is not a smaller reporting company and that:~~Contents

●We ~~had~~are a ~~public~~smaller ~~float~~reporting ofcompany ~~less~~within ~~than~~the ~~$250~~meaning ~~million as~~ of the ~~last~~Securities ~~business day of its most recently completed second fiscal quarter~~Act, ~~computed~~and byif ~~multiplying~~we ~~the~~take ~~aggregate~~advantage ~~worldwide number~~ of ~~shares~~certain ofexemptions ~~its~~from ~~voting~~disclosure ~~and~~requirements ~~non-voting~~available ~~common~~to ~~equity~~smaller ~~held~~reporting bycompanies, ~~non-affiliates~~this bycould ~~the~~make ~~price~~our atsecurities ~~which~~less ~~the~~attractive ~~common~~to ~~equity~~investors ~~was~~and ~~last~~may ~~sold,~~make orit ~~the~~more ~~average~~difficult ofto ~~the~~compare ~~bid~~our ~~and~~performance ~~asked~~with ~~prices~~other ofpublic ~~common~~companies. ~~equity,~~We inare ~~the~~also ~~principal~~a ~~market~~voluntary ~~for the common equity; or~~filer.

●Rule 12b-2 ~~in the case~~ of ~~an initial registration statement under~~ the ~~Securities Act or the~~ Exchange Act ~~for~~defines ~~shares of its common equity, had~~ a ~~public~~“smaller ~~float~~reporting ofcompany” ~~less than $250 million~~ as ofan aissuer ~~date~~that ~~within~~is 30not ~~days~~an ofinvestment ~~the date of the filing of the registration statement~~company, ~~computed~~an ~~by multiplying the aggregate worldwide number of such shares held by non~~asset-~~affiliates~~backed ~~before the registration plus~~issuer, inor ~~the case of~~ a ~~Securities~~majority-owned ~~Act~~subsidiary ~~registration statement, the number~~ of ~~such~~a ~~shares~~parent ~~included~~that inis ~~the~~not ~~registration~~a ~~statement~~smaller byreporting ~~the~~company ~~estimated~~and ~~public offering price of the shares; or~~that:

● inhad a public float of less than $250 million as of the ~~case~~last business day of anits ~~issuer~~most ~~whose~~recently ~~public~~completed ~~float~~second asfiscal ~~calculated~~quarter, ~~under~~computed ~~paragraph~~by ~~(1)~~multiplying orthe ~~(2)~~aggregate worldwide number of ~~this~~shares ~~definition~~of ~~was~~its ~~zero~~voting orand ~~whose~~non-voting ~~public~~common ~~float~~equity ~~was~~held ~~less~~by ~~than~~non-affiliates ~~$700~~by ~~million,~~the ~~had~~price ~~annual~~at ~~revenues~~which ofthe ~~less~~common ~~than~~equity ~~$100~~was ~~million~~last ~~during~~sold, or the ~~most~~average ~~recently~~of ~~completed~~the ~~fiscal~~bid ~~year~~and ~~for~~asked ~~which~~prices ~~audited~~of ~~financial~~common ~~statements~~equity, ~~are~~in ~~available.~~the principal market for the common equity; or

As● ain ~~smaller~~the ~~reporting~~case ~~company,~~of wean ~~will~~initial ~~not~~registration bestatement ~~required~~under ~~and~~the ~~may~~Securities ~~not~~Act ~~include~~or athe ~~Compensation~~Exchange ~~Discussion~~Act ~~and~~for ~~Analysis~~shares ~~section in our proxy statements; we will provide only two years~~ of ~~financial~~its ~~statements;~~common ~~and~~equity, wehad ~~need~~a ~~not~~public ~~provide~~float ~~the table~~ of ~~selected financial data. We also will have other “scaled” disclosure requirements that are~~ less ~~comprehensive~~ than ~~issuers~~$250 ~~that~~million ~~are~~as ~~not~~of ~~smaller~~a ~~reporting~~date ~~companies~~within ~~which~~30 ~~could~~days ~~make~~of ~~our~~the ~~common~~date ~~stock~~of ~~less~~the ~~attractive~~filing toof ~~potential~~the ~~investors~~registration statement, ~~which~~computed ~~could~~by ~~make~~multiplying itthe ~~more~~aggregate ~~difficult~~worldwide ~~for~~number ~~our~~of ~~stockholders~~such ~~to sell their~~ shares. Inheld ~~addition,~~by wenon-affiliates ~~are~~before athe ~~voluntary~~registration ~~filer~~plus, asin wethe ~~have~~case ~~terminated~~of ~~our~~a ~~reporting~~Securities ~~status~~Act ~~under~~registration statement, the ~~Exchange~~number ~~Act~~ of ~~1934,~~such asshares ~~amended.~~included ~~Accordingly,~~in wethe ~~may~~registration ~~elect~~statement toby ~~discontinue~~the ~~filing~~estimated ~~reports~~public atoffering ~~any~~price ~~time~~of ~~under~~ the ~~Exchange~~shares; ~~Act.~~or

~~Future~~● ~~sales~~in ofthe ~~substantial~~case ~~amounts~~ of ~~our~~an ~~common~~issuer ~~stock~~whose orpublic ~~securities~~float ~~convertible~~as ~~into~~calculated orunder ~~exchangeable~~paragraph (1) or ~~exercisable~~(2) ~~for~~of ~~shares~~this ofdefinition ~~common~~was ~~stock,~~zero ~~either~~or bywhose uspublic orfloat bywas ~~our~~less ~~existing~~than ~~stockholders~~$700 million, orhad ~~the~~annual ~~possibility~~revenues ~~that~~of ~~such~~less ~~sales~~than ~~could~~$100 ~~occur,~~million ~~could~~during ~~adversely~~the ~~affect~~most ~~the~~recently ~~market~~completed ~~price~~fiscal ofyear ~~our~~for ~~common~~which ~~stock~~audited financial statements are available.

~~Future~~As ~~sales~~a insmaller ~~the~~reporting ~~public~~company, ~~market~~we ofwill ~~shares~~not ofbe ~~our~~required ~~common~~and ~~stock~~may ornot ~~securities~~include ~~convertible~~a ~~into~~Compensation orDiscussion ~~exchangeable~~and orAnalysis ~~exercisable~~section ~~for~~in ~~shares~~our ofproxy ~~common~~statements; ~~stock,~~we ~~shares~~will ~~held~~provide byonly ~~our~~two years ~~existing~~of ~~stockholders~~financial orstatements; ~~shares~~and ~~issued~~we ~~upon~~need ~~exercise~~not ofprovide ~~our~~the ~~outstanding~~table ~~stock~~of ~~options~~selected orfinancial ~~warrants,~~data. orWe ~~the~~also ~~perception~~will byhave ~~the~~other ~~market~~“scaled” disclosure requirements that ~~these~~are ~~sales~~less ~~could~~comprehensive ~~occur,~~than ~~could~~issuers ~~lower~~that ~~the~~are ~~market~~not ~~price~~smaller ofreporting companies which could make our common stock orless attractive to potential investors, which could make it more difficult for usour stockholders to ~~raise~~sell ~~additional~~their ~~capital~~shares. In addition, we are a voluntary filer as we have terminated our reporting status under the Exchange Act of 1934, as amended. Accordingly, we may elect to discontinue filing reports at any time under the Exchange Act.

Future sales of substantial amounts of our common stock or securities convertible into or exchangeable or exercisable for shares of common stock, either by us or by our existing stockholders, or the possibility that such sales could occur, could adversely affect the market price of our common stock.

Future sales in the public market of shares of our common stock or securities convertible into or exchangeable or exercisable for shares of common stock, shares held by our existing stockholders or shares issued upon exercise of our outstanding stock options or warrants, or the perception by the market that these sales could occur, could lower the market price of our common stock or make it difficult for us to raise additional capital.

Item 1B. Unresolved Staff Comments

None

Item 1C. Cybersecurity

We aim to deploy a cyber-risk management program which is intended to assist in assessing, identifying, and managing material risks from cybersecurity threats to our data and information systems. This program will be implemented to ensure that cybersecurity considerations are included in decision-making processes throughout the Company.

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As of the date of this Annual Report on Form 10-K, we have not experienced any significant cybersecurity attacks and, to date, the risks from cybersecurity threats have not materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition.

Item 2. Properties

The Company rents Class A shared office space in Boca Raton, Florida on a month-to-month basis.

Item 3. Legal Proceedings

~~Not~~The ~~Applicable~~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.

Item 4. Mine Safety Disclosures.

Not Applicable.

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PART II

Market Information

Our common stock is quoted on OTC Markets under the symbol “TGNT.”

Shares of our common stock have historically been thinly traded, and as a result, our stock price as quoted by OTC Markets may not reflect an actual or perceived value. The following table sets forth the approximate high and low bid prices for our common stock for the last two fiscal years and interim periods. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Period	High Bid		Low Bid
January 1, 2023, through March 31, 2024	$	0.0145	$	0.010
January 1, 2025, through March 31, 2025	$	0.052	$	0.038
April 1, 2023, through June 30, 2024	$	0.01525	$	0.01
April 1, 2025, through June 30, 2025	$	0.044	$	0.037
July 1, 2023, through September 30, 2024	$	0.02433	$	0.0006
July 1, 2025, through September 30, 2025	$	0.04	$	0.038
October 1, 2023, through December 31, 2024	$	0.0193	$	0.010
October 1, 2025, through December 31, 2025	$	0.056	$	0.044
Period	High Bid		Low Bid
January 1, 2022, through March 31, 2023	$	0.018	$	0.010
January 1, 2024, through March 31, 2024	$	0.0145	$	0.010
April 1, 2022, through June 30, 2023	$	0.027	$	0.013
April 1, 2024, through June 30, 2024	$	0.01525	$	0.01
July 1, 2022, through September 30, 2023	$	0.019	$	0.010
July 1, 2024, through September 30, 2024	$	0.02433	$	0.0006
October 1, 2022, through December 31, 2023	$	0.016	$	0.010
October 1, 2024, through December 31, 2024	$	0.0193	$	0.010

Our Transfer Agent

Standard Transfer Company, with offices at 440 East 400 South, Suite 200 Salt Lake City, UT 84111, is the transfer agent for our shares of common and preferred stock. The transfer agent is responsible for all record-keeping and administrative functions in connection with our shares of common stock.

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Holders

As of ~~December~~March 31, ~~2024~~2026, there were ~~320~~322 holders of record of our common stock.

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Dividends

We have not declared any cash dividends, nor do we intend to do so in the foreseeable future.

Penny Stock Regulations

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. The Registrant’s common stock is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule required by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that the Registrant’s common stock will qualify for exemption from the Penny Stock Rule. Even if the Registrant’s common stock were exempt from the Penny Stock Rule, the Registrant would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Securities Authorized for Issuance under Equity Compensation Plans

The Registrant does not have any equity compensation plans and accordingly there are no shares authorized for issuance under an equity compensation plan.

Item 6. Selected Financial Data.

Not applicable because we are a smaller reporting company.

Item 7. 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, ~~2024~~2025 and ~~2023~~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.

2523 Table of Contents

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 ~~OTCPink~~OTCID ~~market~~Market under the stock symbol TGNT, and has executive offices located at 3651 FAU ~~Blvd.,~~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 athe 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.

	·	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.

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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.

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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.

~~Totaligent~~25 ~~currently~~Table ~~has vast U.S. audiences~~ of ~~businesses, non-profits, political parties, venture capital, financial markets/investor verticals, and donors.~~ Contents

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.

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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.

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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.

~~Political~~27 ~~operatives~~Table ~~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.~~ Contents

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, ~~2024~~2025, the Company received $~~142~~230,000 from issuance of convertible debt.

Litigation

~~Not~~The ~~applicable~~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.

29Fiscal ~~Table~~Year 2025 Results of ~~Contents~~Operations Compared with Fiscal Year 2024

~~Fiscal~~For ~~Year~~the years ended December 31, 2025 and 2024, ~~Results~~the Company had total revenues of ~~Operations~~$2,248 ~~Compared~~and ~~with~~$444,529, ~~Fiscal~~respectively, ~~Year~~and ~~2023~~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.

TOTALIGENT, INC.
(Formerly Alltemp, Inc.)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
	For the Years Ended
	December 31,
	2024			2023
Revenue	$	444,529		$	731,679
Cost of revenue		401,461			481,335
Gross profit (loss)		43,068			250,344
Operating expenses:
Consulting expenses		352,905			119,655
Personnel expenses		378,000			378,000
General and administrative		196,844			106,647
Total operating expenses		927,749			604,302
Net operating loss		(884,681	)		(353,958	)
Other income (expense)
Interest expense		(47,215	)		(35,122	)
Amortization of debt discount		(6,467	)		(19,908	)
Loss on settlement of debt		-			(11,765	)
(Loss) gain on change in fair value of derivative liability		(8,873	)		38,759
Loss on sale of property and equipment		-			(20,176	)
Total other income (expense)		(62,555	)		(48,212	)
Loss before income taxes		(947,236	)		(402,170	)
Provision for income tax		-			-
Net loss	$	(947,236	)	$	(402,170	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic and diluted		211,101,313			141,192,451

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.

30The ~~Table~~Company expects to resume revenue-generating activities, including managed campaigns and platform-based services, as development efforts reach completion. While the methods of ~~Contents~~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.

~~For~~Cost of goods sold for the years ended December 31, ~~2024~~2025 and ~~2023,~~2024 ~~the~~were ~~Company generated total revenues of~~ $~~444,529~~0 and $~~731~~401,~~679~~461, respectively,. ~~and~~Cost ~~gross profits~~ of ~~$43,068~~goods ~~and~~sold ~~$250,344,~~consists ~~respectively. This decrease in revenues and profitability in 2024 was~~ primarily ~~driven~~of bycosts ~~the~~associated ~~allocating~~with ~~more~~outsourcing ~~internal~~certain ~~resources~~campaign ~~and~~activities. ~~capital~~The todecrease ~~finalize~~in ~~the~~cost ~~development and deployment~~ of ~~its~~goods ~~proprietary~~sold ~~platform.~~for ~~This~~the ~~strategic~~year ~~shift~~ended ~~temporarily~~December ~~reduced~~31, ~~the~~2025 ~~Company’s~~when ~~ability~~compared to ~~focus~~the onyear ~~revenue-generating~~ended ~~client~~December ~~work~~31, ~~such~~2024 aswas ~~managed~~primarily ~~marketing~~due ~~campaigns~~to ~~and related services, which had previously been~~ the ~~main~~corresponding ~~contributors~~decrease ~~to topline revenue~~ in ~~2023~~revenues.

AsThe 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 ~~result~~decrease ofin ~~this~~personnel ~~internal~~expenses ~~pivot:~~due to employment agreements expiring on December 31, 2024.

	·	Revenue decreased by approximately 39% year-over-year.
	·	Gross profit fell more sharply (approximately 83%), reflecting the lower revenue base and fixed or semi-fixed costs associated with maintaining infrastructure and personnel.

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~~This~~Other ~~drop~~expenses inwent ~~gross~~from ~~margin percentage~~ (~~from~~$62,555) ~~~34%~~for inthe ~~2023~~year toended ~~~10%~~December in31, 2024 to ($145,054) ~~also~~for ~~reflects~~the year ended December 31, 2025. The primary reason for the ~~upfront~~difference ~~investment~~is ~~nature~~the ofCompany ~~product~~recorded ~~development,~~a ~~where~~loss ~~expenses~~in ~~continue~~the ~~but~~current ~~revenue~~period ~~generation~~of ~~lags~~$107,539 ~~until~~resulting ~~launch~~from ~~and~~the ~~adoption~~change in fair value of derivative liability.

~~The~~We ~~cost~~had a net loss of ~~goods~~$600,046 ~~sold~~for the year ended December 31, 2025 compared to a net loss of $947,236 for the ~~years~~year ended December 31, 2024. The ~~and~~net ~~2023~~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 $~~401~~153,~~461~~222 was difference between the value of treasury shares of $972,181 and value of preferred stock at $~~481~~818,~~335~~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, ~~respectively~~2024.

The Company’s cost of goods sold primarily consists of outsourced service fees tied to the execution of managed marketing campaigns on behalf of clients, including contractor costs, digital ad spend, and third-party software tools.

In 2024, as the Company scaled back these client-facing services to prioritize its internal platform development:

	·	There was a natural decrease in outsourced execution activities, leading to a 17% reduction in COGS.
	·	The decrease in COGS was proportionate to the drop in campaign volume, indicating that these costs are variable in nature and scale with service delivery.

Operating expenses increased from $604,302 in 2023 to $927,749 in 2024, largely due to higher professional fees associated with compliance reporting requirements, which were necessitated by the Company's expanded operations from managed campaigns. Other income (expenses) also saw a shift, increasing from ($48,212) in 2023 to ($62,555) in 2024. This change was primarily due to an increase in interest expense in relation to added debt.

As a result of decreased sales and increased operating expenses, we had a net loss of ($947,236) for the year ended December 31, 2024 compared to a net loss of ($402,170) for the year ended December 31, 2023.

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, ~~2024~~2025 and ~~2023~~2024:

	Years Ended December 31,
	2024			2023
	2025			2024
Net cash used in operating activities	$	(~~199~~265,~~790~~041	)	$	(29212,~~476~~495	)
Net cash used in investing activities		(87,817	)		(18,630	)
Net cash provided by (used in) investing activities		10,643			(87,817	)
Net cash provided by financing activities		~~142~~236,~~000~~959			~~201~~154,~~840~~705
Net change in cash and cash equivalents		(~~145~~17,~~607~~439	)		~~153~~(145,~~734~~607	)
Cash and cash equivalents at beginning of period		~~167~~22,~~735~~128			14167,~~001~~735
Cash and cash equivalent at end of period	$	224,~~128~~689		$	~~167~~22,~~735~~128

Net cash used in operating activities for the year ended December 31, ~~2024~~2025 was $~~199~~265,~~790~~041 compared to $29212,~~476~~495 for the year ended December 31, ~~2023~~2024. This difference primarily related to ana ~~increased~~decrease in net loss ~~in the current period combined with stock issued for services in the prior period~~ of $~~200~~347,~~000~~190 ~~and~~reconciled ~~increased~~with ~~operating~~an ~~costs.~~aggregate ~~During~~increase ~~the~~of ~~year ended December 31, 2024, net cash used in investing activities was~~ $87104,~~817~~036 ~~compared to $18,630 for the year ended December 31, 2023. This difference~~ related to ~~expenditures~~non-cash ~~for~~items ~~capitalized~~and ~~software~~an inaggregate ~~the~~decrease ~~current period of $87,817 versus $39,308 for the prior period offset by sale of fixed assets~~ in the ~~prior~~changes ~~period~~ in ~~the~~operating ~~amount~~assets ofand ~~$20,678.~~liabilities ~~During the year ended December 31, 2024, our financing activities provided cash~~ of $~~142~~503,~~000 compared to $201,840 during the year ended December 31, 2023~~772. The ~~cash~~decreased ~~provided~~net inloss ~~the~~was ~~current~~primarily ~~period~~a ~~solely~~result ~~related to proceeds from the issuance~~ of ~~convertible~~reduced ~~notes~~personnel ~~payable.~~costs ~~The cash provided in the prior period related to proceeds from the sale of common stock of $25,000, proceeds from the issuance of convertible notes payable of $225,000~~ and ~~repayments~~consulting ~~on notes payable in the amount of $48,160.~~fees

32During ~~Table~~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 ~~Contents~~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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Item 8. Financial Statements and Supplementary Data

TOTALIGENT, INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2024~~2025 and ~~2023~~2024

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 6920)		F-1
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024		F-4
Consolidated Statements of Stockholder’s Deficit for the Years Ended December 31, 2024 and 2023		F-4
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-6
Notes to Consolidated Financial Statements		F-7

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Totaligent, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of Totaligent, Inc. (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year ~~then~~period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has negative working capital and has sustained operating losses since inception. These factors, and the need for additional financing in order for the Company to meet its business plans, ~~raises~~raise substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period ~~audit~~audits of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-1

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Derivatives

As described in Note 6 2 to the Company’s consolidated financial statements, ~~when~~ the Company ~~issues~~has ~~debt~~embedded ~~that~~derivatives ~~contains~~associated awith ~~conversion~~certain ~~feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative. If the conversion feature within~~ convertible debt ~~meets~~agreements. ~~the~~The ~~requirements to be treated as a derivative, the~~ Company estimates and records the fair value of the derivative liability using the Monte Carlo Simulation Model ~~upon~~on the date of issuance~~. The~~ ~~derivative~~and ~~liability~~revalues isthe ~~revalued~~derivative liability at the end of each reporting period.

We identified the Company’s ~~application~~valuation of the ~~accounting~~derivative ~~for~~liability ~~convertible notes~~ as a critical audit matter. The principal considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these judgments and assumptions by the Company involves auditor judgment due to the nature and extent of audit evidence and effort required to address these matters.

~~The~~Audit ~~primary~~ procedures we performed to address these critical audit matters included the following:

- WeEvaluated ~~obtained~~the ~~debt~~Company’s ~~and~~methodology ~~warrant~~for ~~related~~remeasuring ~~agreements and performed~~ the ~~following~~derivative ~~procedures:~~liability, -including ~~Reviewed~~the ~~agreements~~continued ~~for~~use ~~all~~of ~~relevant~~a ~~terms.~~Monte -Carlo ~~Tested~~Simulation ~~management’s~~Model, ~~identification~~ and ~~treatment~~determined ofwhether ~~agreement~~the ~~terms.~~approach -remained ~~Recalculated~~appropriate ~~management’s~~based ~~fair~~on ~~value~~current-period offacts ~~each~~and ~~conversion~~market ~~feature~~conditions. ~~based~~- onTested the ~~terms~~significant assumptions used in the ~~agreements.~~Monte -Carlo ~~Assessed~~model, ~~the~~including ~~terms~~volatility, ~~and~~risk‑free ~~evaluated~~rate, ~~the~~and ~~appropriateness~~stock‑price ofinputs, ~~management’s~~by ~~application~~comparing ofthem ~~their~~to ~~accounting~~observable ~~policies,~~market ~~along~~data ~~with~~and ~~their~~evaluating ~~use~~whether ofthey ~~estimates,~~reflected inmarket‑participant ~~the~~assumptions. ~~determination~~Management’s ofassumption for the ~~amortization~~expected ofterm ~~the~~to ~~debt~~conversion ~~discount.~~was -unobservable ~~Reviewed~~and ~~the~~based ~~work~~on oftheir ~~the~~best ~~Company’s~~estimate ~~specialist~~of towhen ~~calculate~~ the ~~fair~~debt ~~value~~holder ofwould ~~the~~likely ~~derivative~~convert. ~~liability~~We ~~using~~evaluated ~~the~~qualitative ~~Monte~~factors ~~Carlo~~that ~~method~~management toused ~~determine~~in ~~whether~~estimating the ~~derivative~~expected ~~liability~~term ~~recorded~~to bydetermine ~~the~~whether ~~Company~~they ~~was~~were ~~reasonable~~plausible.

We have served as the Company’s auditor since ~~2024~~2025. Astra Audit & Advisory, LLC Tampa, Florida April 73, ~~2025~~2026

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Table of Contents

TOTALIGENT, INC.
(Formerly Alltemp, Inc.)
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
	December 31, 2024			December 31, 2023
	December 31,2025			December 31,2024
ASSETS
Current assets
Cash	$	224,~~128~~689		$	~~167~~22,~~735~~128
Prepaid expenses		65,~~452~~007			~~190~~6,~~213~~452
Total current assets		289,~~580~~696			~~357~~28,~~948~~580
Property and equipment, net		6633,~~354~~053			8966,~~544~~354
Capitalized software		~~127~~163,~~991~~718			39127,~~308~~991
Total assets	$	~~222~~206,~~925~~467		$	~~486~~222,~~800~~925
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	~~7,000~~-		$	-7,000
Accrued compensation		~~988~~996,~~697~~198			~~655~~988,~~395~~697
Accrued interest		~~125~~190,~~090~~648			77125,~~876~~090
Convertible notes payable, net of unamortized discount of $0 and $6,467		681,335			514,363
Convertible notes payable		911,335			681,335
Derivative liability		158,055			149,182
Notes payable		6,959			-
Total current liabilities		1,960,177			1,396,816
Derivative liability		265,594			158,055
Total liabilities		1,960,177			1,396,816
Total current liabilities		2,370,734			1,960,177
Commitments and contingencies (Note 7)
Total liabilities		2,370,734			1,960,177
Commitments and contingencies (Note 9)
Stockholders' deficit
Preferred stock, $0.01 par value; authorized –10,000,000 shares;
Preferred stock, $0.01 par value; authorized –10,000,000 shares; issued and outstanding – 576,562 and 713,750 shares at December 31, 2025 and 2024, respectively		5,766			7,138
Series D Convertible Preferred stock, authorized –1,000,000 shares; issued and outstanding – 713,750 and 603,750 shares at December 31, 2024 and 2023, respectively		7,138			6,038
Common stock, $0.001 par value; authorized – 500,000,000 shares; 213,601,313 shares issued and 211,101,313 and 172,913,813 outstanding as of December 31, 2025 and 2024, respectively		213,601			211,101
Common stock, $0.001 par value; authorized – 500,000,000 shares; 211,101,313 shares issued and 172,913,813 outstanding		211,101			211,101
Shares to be issued		8,663			5,476
Shares to be issued		5,476			5,486
Additional paid-in capital		168,334			818,577
Additional paid-in capital		818,577			699,667
Accumulated deficit		(2,560,631	)		(1,807,363	)
Accumulated deficit		(1,807,363	)		(860,127	)
Treasury stock, 0 and 38,187,500 outstanding		-			(972,181	)
Treasury stock, 38,187,500 outstanding		(972,181	)		(972,181	)
Total stockholders' deficit		(2,164,267	)		(1,737,252	)
Total stockholders' deficit		(1,737,252	)		(910,016	)
Total liabilities and stockholders' deficit	$	206,467		$	222,925
Total liabilities and stockholders' deficit	$	222,925		$	486,800

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

TOTALIGENT, INC.
(Formerly Alltemp, Inc.)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
	For the Years Ended
	December 31,
	2024			2023
	2025			2024
Revenue	$	~~444~~2,~~529~~248		$	~~731~~444,~~679~~529
Cost of revenue		~~401,461~~-			~~481~~401,~~335~~461
Gross profit		432,~~068~~248			~~250~~43,~~344~~068
Operating expenses:
Consulting expenses		~~352~~138,~~905~~031			~~119~~352,~~655~~905
Personnel expenses		~~378~~100,~~000~~650			378,000
General and administrative		196,844			106,647
Professional fees		95,678			68,250
Total operating expenses		927,749			604,302
General and administrative		122,881			128,594
Net operating loss		(884,681	)		(353,958	)
Total operating expenses		457,240			927,749
Net operating loss		(454,992	)		(884,681	)
Other income (expense)
Interest expense		(4765,~~215~~558	)		(3547,~~122~~215	)
Amortization of debt discount		~~(6,467~~-	)		(196,~~908~~467	)
(Loss) gain on change in fair value of derivative liability		(8,873	)		38,759
Gain (loss) on change in fair value of derivative liability		(107,539	)		(8,873	)
Loss on settlement of debt		-			(11,765	)
Gain on change in fair value of securities		27,200			-
Loss on sale of property and equipment		-			(20,176	)
Other income		19,170			-
Total other expense		(62,555	)		(48,212	)
Loss on disposal of assets		(18,327	)		-
Loss before income taxes		(947,236	)		(402,170	)
Total other income (expense)		(145,054	)		(62,555	)
Loss before income taxes		(600,046	)		(947,236	)
Provision for income tax		-			-
Net loss	$	(~~947~~600,~~236~~046	)	$	(~~402~~947,~~170~~236	)
Deemed contribution		(153,222	)		-
Net loss applicable to common shareholders	$	(753,268	)	$	(947,236	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic and diluted		211,~~101~~238,~~313~~299			~~141~~211,~~192~~101,~~451~~313

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

TOTALIGENT, INC.
(Formerly Alltemp, Inc.)
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
	Preferred Stock						Common Stock				Shares to be issued						Additional Paid-in			Accumulated			Treasury Stock						Total Stockholders'Equity
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Shares			Amount			(Deficit)
Balance - December 31, 2022		615,000		$	6,150			149,178,410	$	149,178		64,899,870		$	64,899		$	673,940		$	(457,957	)		54,422,903		$	(1,197,304	)	$	(761,094	)
Sale of common stock		-			-			2,500,000		2,500		-			-			22,500			-			-			-			25,000
Series D Preferred Stock issued for services		-			-			-		-		10,000			10			199,990			-			-			-			200,000
Conversion of debt and accrued interest		-			-			-		-		-			-			-			-			(2,172,903	)		28,248			28,248
Conversion of Series D Preferred Stock into Common Stock		(11,250	)		(112	)		-		-		-			-			(196,763	)		-			(14,062,500	)		196,875			-
Conversion of Series A Preferred Stock into Common Stock		-			-			5,000,000		5,000		(5,000,000	)		(5,000	)		-			-			-			-			-
Common stock issued related to December 3, 2021 merger		-			-			54,422,903		54,423		(54,422,903	)		(54,423	)		-			-			-			-			-
Net loss		-			-			-		-		-			-			-			(402,170	)		-			-			(402,170	)
Balance - December 31, 2023		603,750		$	6,038			211,101,313	$	211,101		5,486,967		$	5,486		$	699,667		$	(860,127	)	$	38,187,500		$	(972,181	)	$	(910,016	)
Series D Preferred Stock issued for services		110,000			1,100			-		-		(110,000	)		(10	)		118,910			-			-			-			120,000
Net loss		-			-			-		-		-			-			-			(947,236	)		-			-			(947,236	)
Balance - December 31, 2024		713,750		$	7,138			211,101,313	$	211,101		5,376,967		$	5,476		$	818,577		$	(1,807,363	)	$	38,187,500		$	(972,181	)	$	(1,737,252	)

TOTALIGENT, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

	Preferred Stock						Common Stock				Shares to be issued						Additional Paid-in			Accumulated			Treasury Stock						Total Stockholders' Equity
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Shares			Amount			(Deficit)
Balance - December 31, 2023		603,750		$	6,038			211,101,313	$	211,101		5,486,967		$	5,486		$	699,667		$	(860,127	)		38,187,500		$	(972,181	)	$	(910,016	)

Series D Preferred Stock issued for services		110,000			1,100			-		-		(110,000	)		(10	)		118,910			-			-			-			120,000

Net loss		-			-			-		-		-			-			-			(947,236	)		-			-			(947,236	)

Balance December 31, 2024		713,750			7,138			211,101,313		211,101		5,376,967			5,476			818,577			(1,807,363	)		38,187,500			(972,181	)		(1,737,252	)

Conversion of Series D Preferred Stock into Common Stock		(38,188	)		(382	)		-		-		-			-			(818,577	)		(153,222	)		(38,187,500	)		972,181			-

Cancellation of Series D Preferred Stock		(99,000	)		(990	)		-		-		-			-			990			-			-			-			-

Series D Preferred Stock issued for services		-			-			-		-		2,000			2			39,998			-			-			-			40,000

Common Stock issued for services		-			-			-		-		3,184,357			3,185			92,346			-			-			-			95,531

Common stock issued for commitment fees		-			-			2,500,000		2,500		-			-			35,000			-			-			-			37,500

Net loss		-			-			-		-		-			-			-			(600,046	)		-			-			(600,046	)

Balance December 31, 2025		576,562		$	5,766			213,601,313	$	213,601		8,563,324		$	8,663		$	168,334		$	(2,560,631	)		-		$	-		$	(2,164,267	)

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

TOTALIGENT, INC.
TOTALIGENT, INC.AND SUBSIDIARY
(Formerly Alltemp, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the Years Ended
	December 31,
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~947~~600,~~236~~046	)	$	(~~402~~947,~~170~~236	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation expense		2814,~~125~~974			2028,~~960~~125
Stock issued for services		120,000			200,000
Common stock issued as commitment fees		37,500			-
Amortization of debt discount		6,467			19,908
Stock issued for services		135,531			120,000
Loss on change in fair value of derivative liabilities		8107,~~873~~539			~~(38~~8,~~759~~873	)
Loss on settlement of debt		-			11,765
Gain on change in fair value of securities		(27,200	)		-
Loss on sale of fixed assets		-			20,176
Other income		(19,170	)		-
Expenses paid by convertible note holder		12,705			-
Loss on disposal of assets		18,327			-
Amortization of debt discount		-			6,467
Changes in Operating Assets and Liabilities:
Prepaid expenses		183,760			(186,541	)
Prepaid expense		1,445			183,760
Accounts payable		(7,000	)		-7,000
Accrued compensation		~~333~~7,~~302~~501			~~293~~333,~~596~~302
Accrued interest		4765,~~214~~558			3447,~~894~~214
Accrued expenses		-			(3,305	)
Net cash used in operating activities		(265,041	)		(212,495	)
Net change in operating activities		(199,790	)		(29,476	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment		-			20,678
Expenditures for capitalized software		(35,727	)		(87,817	)
Expenditures for capitalized software		(87,817	)		(39,308	)
Proceeds from sale of investment		46,370			-
Net change in investing activities		(87,817	)		(18,630	)
Net cash provided by (used in) investing activities		10,643			(87,817	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from sale of common stock		-			25,000
Proceeds from issuance of convertible notes payable		230,000			154,705
Proceeds from issuance of convertible notes payable		142,000			225,000
Proceeds from issuance of notes payable		6,959			-
Repayments of notes payable		-			(48,160	)
Net cash provided by financing activities		236,959			154,705
Net change in financing activities		142,000			201,840
Net Decrease in Cash		(17,439	)		(145,607	)
Net (Decrease) Increase in Cash		(145,607	)		153,734
Cash - Beginning of the Period		22,128			167,735
Cash - Beginning of the Period		167,735			14,001
Cash - End of the Period	$	4,689		$	22,128
Cash - End of the Period	$	22,128		$	167,735
Supplemental Disclosures of Cash Flows
Cash paid for Interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Issuance of convertible notes payable for purchase of fixed assets	$	-		$	19,750
Deemed contribution	$	153,222		$	-

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

TOTALIGENT, INC. AND SUBSIDIARY

(Formerly Alltemp, Inc.) AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

1. Nature of operations

The Company was incorporated under the name Digi Messaging & Advertising Inc. (“Digi” or the “Company”) in the State of Wyoming on August 16, 2019, for the purpose of developing and operating multiple digital marketing platforms. On December 3, 2021, Totaligent, a Delaware corporation, Digi and the Shareholders of the Company (the “Digi Shareholders”) executed an Agreement and Plan of Merger (the “Merger Agreement”) that provided for Digi to be merged into Totaligent (the “Merger”) through a share exchange agreement. As a result of the Share Exchange, Totaligent acquired 100% of the issued and outstanding shares of Digi in exchange for the issuance of 600,000 shares of Series D Convertible Preferred Stock.

Immediately following the Merger, Totaligent’s subsidiary, CSES Group, Inc., which owns all rights, title and interest in Totaligent’s refrigerant technology, was spun out in exchange for the cancellation of an aggregate of 54,422,903 shares of Totaligent Common Stock (the “Cancelled Shares”) held by former Totaligent management and shareholders. Upon completion of these actions, Edward C. DeFeudis was appointed to the role of CEO and Ben Hansel remained on the board of directors.

On July 21, 2022, the Company changed its name to Totaligent, Inc. (“Totaligent” or the “Company”).

The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital, as described herein. The Company has not yet developed sustainable revenue-generating operations, does not have positive cash flows from operations, and is dependent on periodic infusions of debt and equity capital to fund its operating requirements.

The Company’s common stock was traded under the symbol “LTMP” on the OTCQB through May 20, 2018, on the ~~OTC~~OTCID ~~Pink~~ marketplace thereafter, and trades under the symbol “TGNT” as of August 1, 2022.

Recently, Totaligent has undergone a strategic shift driven by the accelerated adoption of artificial intelligence (AI) across the digital marketing landscape. While the standalone value of our platform as a third-party SaaS product has diminished in this AI-saturated environment, our robust data assets and underlying technology remain highly valuable. In response, we are evolving our focus to integrate AI capabilities more deeply, targeting acquisitions of AI companies and AI-enabled businesses that can leverage our platform and data for enhanced synergies—including those outside digital marketing, such as in the AI-enabled biotech space. Additionally, we are exploring a re-entry into the cryptocurrency mining space, with a specific emphasis on privacy-focused cryptocurrency, to diversify our operations and capitalize on emerging opportunities in decentralized technologies.

2. Summary of significant accounting policies

Basis of presentation

This summary of significant accounting policies is presented to assist in the understanding of the consolidated financial statements. These policies conform to Generally Accepted Accounting Principles (“GAAP”) and have been consistently applied. The Company has selected December 31 as its financial year end.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis. For the year ended December 31, 2024, the Company had a net loss of $947,236, had $1,931,597 in negative working capital, accumulated deficit of $1,807,363 and stockholders’ deficit of $1,737,252. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying consolidated financial statements are being issued. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. At December 31, 2024, the Company had cash of $22,128. Management is currently seeking to raise additional funds, primarily through the issuance of debt or equity securities, and estimates that a significant amount of capital will be necessary over a sustained period of time to advance the development of the Company’s business to the point at which it can become commercially viable and self-sustaining. However, there can be no assurances that the Company will be successful in this regard.

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Table of Contents

Going concern

The accompanying consolidated financial statements have been prepared on a going concern basis. For the years ended December 31, 2025, the Company had a net loss of $600,046, had $2,361,038 in negative working capital, accumulated deficit of $2,560,631 and stockholders’ deficit of $2,164,267. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. At December 31, 2025, the Company had cash of $4,689. Management is currently seeking to raise additional funds, primarily through the issuance of debt or equity securities, and estimates that a significant amount of capital will be necessary over a sustained period of time to advance the development of the Company’s business to the point at which it can become commercially viable and self-sustaining. However, there can be no assurances that the Company will be successful in this regard.

As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying consolidated financial statements are being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations. A debt financing may contain undue restrictions on the Company’s operations and/or liens on the Company’s tangible and intangible assets, and an equity financing may cause substantial dilution to the Company’s common stockholders. If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its operations, obtain funds, if available, although there can be no certainty, through strategic alliances that may require the Company to relinquish rights to its technology, or to discontinue its operations entirely.

The development and expansion of the Company’s business in ~~2025~~2026 and thereafter will be dependent on the capital resources available to the Company. No assurances can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company or adequate to fund the development and expansion of the Company’s business to a level that is commercially viable and self-sustaining.

Principles of Consolidation

The consolidated financial statements include the accounts of Totaligent, Inc. and Digi Messaging & Advertising Inc. Digi is a wholly owned subsidiary of Totaligent. All significant intercompany balances and transactions have been eliminated.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~consolidated~~ financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification of Presentation

Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications related to reclassifications from operating expenses to cost of revenue.

Cash and cash equivalents

The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the consolidated statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of December 31, ~~2024~~2025 and ~~2023~~2024, ~~our~~the Company’s cash balances ~~were~~totaled $224,~~128~~689 and $~~167~~22,~~735~~128, respectively.

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Table of Contents

Investment in Marketable Securities

The Company’s investment in marketable securities consists primarily of corporate equities with a quoted market price that are classified as trading securities. Marketable securities are stated at fair value as determined by the closing price of each security at each balance sheet date. Unrealized gains and losses on these securities are included in operations for the applicable period. On October 14, 2025, the Company sold its investment in marketable securities. As of December 31, 2025 and 2024, the balance of investment in marketable securities was $0.

Fair value measurements

Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

F-8 Table of Contents

Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

The Company’s financial instruments consist of prepaid expenses, accrued compensation, accrued interest, convertible notes payable, and derivative liabilities. The carrying amounts of ~~the Company’s~~ prepaid expenses, accrued compensation, accrued interest,, and convertible notes payable approximates their fair values because of the short-term maturities of these instruments. The ~~fair~~derivative ~~value~~liabilities ofare ~~derivatives~~measured ~~liabilities~~at ~~are~~fair ~~valued~~value ~~using~~on ana ~~option~~recurring ~~pricing~~basis ~~model~~with Level 3 inputs.

Treasury stock

Treasury stock is recognized at acquisition cost and ~~are~~is presented as a deduction from stockholder's equity. Upon sale of treasury shares, the realized gain or loss is recognized through the consolidated statements of stockholders’ deficit in additional paid-in capital.

Related party transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company’s membership interests including such person's immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the Company’s financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Convertible Debentures

The Company adheres to the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes the requirements for accounting for beneficial conversion features.

Derivative Liability

The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. As of December 31, 2024 and 2023, the Company has a derivative liability of $158,055 and $149,182, respectively.

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Table of Contents

Derivative Liability

The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. As of December 31, 2025 and 2024, the Company has a derivative liability of $265,594 and $158,055, respectively.

Property and Equipment

Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives:

Computer equipment	5 years
Furniture and fixtures	7 years

Finite-lived Intangible Assets

The Company’s internal software development costs primarily relate to internal-use software. Such costs are capitalized in the application development stage in accordance with ASC 350-40, Internal-use Software ("ASC 350-40"). The Company also capitalizes software development costs upon the establishment of technological feasibility for a product in accordance with ASC 985-20, Software to be Sold, Leased, or Marketed (“ASC 985-20”). Software development costs are amortized on a straight-line basis over three years. As of December 31, 2025, the Company’s software is in public beta stage. Once the software goes live, the Company will begin amortizing the software development costs.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, consisting primarily of property and equipment and capitalized software, for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company had not deemed any long-lived assets as impaired, and was not aware of the existence of any indicators of impairment at such dates.

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Income taxes

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Uncertain tax positions

The Company evaluates tax positions in a two-step process. ~~They~~The Company first ~~determine~~determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the consolidated financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the consolidated financial statements.

F-10 Table of Contents

Revenue recognition

The Company’s revenues are generated from managing branding and awareness campaigns to publicly traded companies and political candidates. These campaigns typically consist of writing landing pages, editorials, creating ads, setting up and managing email, SMS, Push, SEO, PPC and programmatic campaigns, as well as social media marketing. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). In accordance with ASC 606, revenue is recognized when promised services are transferred to a customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

Identify the contract with a customer.

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

Identify the performance obligations in the contract:

A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

Determine the transaction price.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts at December 31, ~~2024~~2025 and ~~2023~~2024, contained a significant financing component or variable consideration terms.

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Table of Contents

Allocate the transaction price to performance obligations in the contract.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation.

Recognize revenue when or as the Company satisfies a performance obligation.

The Company satisfies performance obligations at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a customer. Under both managed services arrangements and self-service arrangements, the Company’s promised services under the contracts include identification, bidding and purchasing of advertisement opportunities. The Company also generally has discretion in establishing the pricing of the ads. Since the Company is controlling the promise to deliver the contracted services, the Company is considered the principal in all arrangements for revenue recognition purposes. The performance obligations are satisfied, and revenue recognition, primarily upon performing the set up on content creation and monthly for the management fees.

F-11 Table of Contents

Advertising Costs

The Company expenses advertising costs when advertisements occur. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, the Company recorded $~~705~~4,292 and $~~3,000~~705 in advertising, respectively. Advertising expenses are included in general and administrative expenses in the consolidated statements of operations.

Stock-based compensation

The cost of equity instruments issued to employees and non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, Compensation – Stock Compensation. The related expense is recognized as services are rendered or vesting periods elapse.

Net loss per share calculation

Basic earnings (loss) per common share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The following potential common shares were excluded from the calculation of diluted net income (loss) per share available to common stockholders because their effect would have been antidilutive:

	Years Ended December 31,
	2024		2023
	2025		2024
Convertible notes payable		3588,~~592~~014,~~281~~642		4535,~~221~~592,~~645~~281
Total		35,592,281		45,221,645
Preferred stock		576,562,000		713,750,000
Total		664,576,642		749,342,281

As of December 31, 2025 and 2024, the number of outstanding common stock plus common stock equivalents is greater than the authorized shares. However, as of December 31, 2025 and 2024, the CEO has enough voting control to increase the number of authorized shares without a full shareholder vote, and is willing to do so if needed.

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Table of Contents

Segment Reporting

The Company has determined that it has one reportable segment, which includes managing branding and awareness campaigns to publicly traded companies and political candidates. The single segment was identified based on how the Chief Operating Decision Maker, who was determined to be the Chief Executive Officer, manages and evaluates performance and allocates resources.

Recently issued accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. The update requires public entities to disclose significant segment expenses regularly provided to the chief operating decision maker and extends certain annual segment disclosures to interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with interim period application required starting after December 15, 2024, and early adoption permitted. The Company adopted this guidance on January 1, 2024. The Company does not expect this pronouncement to have a material impact on its financial condition or results of operations for the year ended as of December 31, 2025 or on a going forward basis.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. , and early adoption permitted. The Company ~~does~~adopted ~~not~~this ~~expect~~guidance ~~any~~on ofJanuary ~~the~~1, ~~recently~~2024. ~~issued~~The ~~accounting~~Company ~~pronouncements~~does not expect this pronouncement to have a material impact on its financial condition or results of operations for the ~~quarter~~year ended as of December 31, ~~2024~~2025 or on a going forward basis.

~~The~~In ~~Company~~November ~~has~~2024, ~~reviewed all~~ the ~~recently~~FASB issued ASU 2024-04, Debt ~~but~~with ~~not~~Conversion ~~yet~~and ~~effective~~Other Options: Induced Conversion of Convertible Debt Instruments (Subtopic 470-20), which clarifies accounting ~~pronouncements~~for induced conversions of convertible debt, specifically when issuers offer "sweeteners" to prompt early conversion. It requires that for induced conversion accounting to apply, the instrument must have a substantive conversion feature and dothe ~~not~~offer ~~believe~~must ~~any~~preserve the form and amount of ~~these~~consideration, ~~pronouncements~~even if settled in cash or hybrid forms. This standard is effective for annual periods beginning after December 15, 2025, and early adoption permitted. The Company is currently analyzing if this will have a material impact on its ~~consolidated~~ financial statements.

~~F-12~~3. ~~Table~~Marketable ~~of Contents~~securities

3The Company’s marketable securities are stated at fair value in accordance with ASC Topic 321, Investments- Equity Securities. ~~Property~~ Any changes in the fair value of the Company’s marketable securities are included in net income under the caption of gain (loss) on change in fair value of securities. The market value of the securities is determined using prices as reflected on an established market. Realized and ~~equipment~~ unrealized gains and losses are determined on an average cost basis. The marketable securities are investments predominately in shares of large publicly traded securities which are being invested until such time the funds are needed for operations.

Property and equipment as of December 31, 2024 and 2023, are summarized as follows:

	December 31,			December 31,
	2024			2023
Computer equipment	$	71,335		$	69,200
Computer server		22,551			19,751
Mining equipment		54,325			54,325
		148,211			143,276
Less: Accumulated depreciation		(81,857	)		(53,732	)
Property and equipment - net	$	66,354		$	89,544

For the years ended December 31, 2024 and 2023, the Company recorded $28,125 and $20,960 in depreciation expense, respectively.

During the year ended December 31, 2023, the Company sold mining equipment for $20,678. As a result of the sale, the Company recorded a gain on sale of fixed assets in the amount of $20,176.

4. Intangible assets

Intangible assets consisted of the following at December 31, 2024 and 2023:

	December 31,		December 31,
	2024		2023
Software development costs	$	127,991	$	39,308
		127,991		39,308
Less: Accumulated amortization		-		-
Intangible assets - net	$	127,991	$	39,308

The Company has incurred costs for software development. The software reached technological feasibility on May 23, 2023. As such the Company capitalized $39,308 in software development costs for the year ended December 31, 2023 and an additional $88,683 in costs during the year ended December 31, 2024. The Company will begin amortizing the asset once it reaches the stage of intended-use.

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Table of Contents

5.The ~~Convertible~~value ~~notes~~of ~~payable~~ these marketable securities at December 31, 2025 and 2024 is as follows:

The following table details the Company’s convertible notes payable as of December 31, 2024 and 2023, respectively:

	December 31, 2025			December 31, 2024
Cost	$	19,170		$	-
Gross realized gain		27,200			-
Proceeds from sale of marketable securities		(46,370	)		-
Fair value	$	-		$	-

									Principal Balance as of
Ref No.			Date of Note	Original Principal			Interest		December 31,		December 31,
			Issuance	Balance		Maturity Date	Rate %		2024		2023
	1	/**	6/16/2021	$	20,000	12/16/2021		10	$	20,000	$	20,000
	2	/**	6/17/2021		50,000	12/17/2021		10		50,000		50,000
	3	/**	6/18/2021		50,000	12/18/2021		10		50,000		50,000
	4	/**	7/2/2021		16,000	1/2/2022		10		16,000		16,000
	5	/**	8/4/2021		7,000	2/4/2022		10		7,000		7,000
	6	/**	8/16/2021		54,360	2/16/2022		10		54,360		54,360
	7	/**	9/10/2021		54,360	3/10/2022		10		54,360		54,360
	8	/**	10/18/2021		54,360	4/18/2022		10		54,360		54,360
	9	/**	6/30/2023		25,000	12/30/2023		10		25,000		25,000
	10	**	9/28/2023		80,000	3/28/2024		6		80,000		80,000
	11	**	9/29/2023		80,000	3/29/2024		6		80,000		80,000
	12	**	10/1/2023		10,000	3/31/2024		6		10,000		10,000
	13	*	10/13/2023		19,750	3/28/2024		10		19,750		19,750
	12	**	8/7/2024		30,000	2/7/2025		6		30,000		-
	13	**	8/26/2024		30,000	2/26/2025		6		30,000		-
	14	**	10/29/2024		7,000	4/29/2025		6		7,000		-
	15	**	11/27/2024		25,000	5/27/2025		6		25,000		-
	16	**	12/2/2024		25,000	6/2/2025		6		25,000		-
	17	**	12/9/2024		25,000	6/9/2025		6		25,000		-
	18	**	12/18/2024		18,505	3/28/2024		10		18,505		-
			Total						$	681,335	$	520,830
			Total Current						$	681,335	$	520,830
			Total Long Term						$	-	$	-
			Less unamortized discount						$	-	$	(6,467	)
			Carrying value						$	681,335	$	514,363

The above marketable securities are reflected as level 1 assets as the securities prices are quotes in an established market. The Company has reflected $27,200 in realized gains and has reported these securities as realized gain on change in fair value of securities in the consolidated statements of operations during the years ended December 31, 2025. There were no realized or unrealized gains on marketable securities in the years ended December 31, 2024. On October 14, 2025, the Company sold the investment for $46,370.

4. Property and equipment

Property and equipment as of December 31, 2025 and 2024, are summarized as follows:

	December 31,			December 31,
	2025			2024
Computer equipment	$	75,000		$	71,335
Computer server		19,751			22,551
Mining equipment		-			54,325
		94,751			148,211
Less: Accumulated depreciation		(61,698	)		(81,857	)
Property and equipment - net	$	33,053		$	66,354

For the years ended December 31, 2025 and 2024, the Company recorded $14,974 and $28,125 in depreciation expense, respectively.

During the year ended December 31, 2025, the Company disposed of its remaining mining equipment in the amount of $54,325. As a result of the disposal, the Company recorded a loss on disposal of fixed assets in the amount of $18,327.

5. Intangible assets

Intangible assets consisted of the following at December 31, 2025 and 2024:

	December 31,		December 31,
	2025		2024
Software development costs	$	163,718	$	127,991
Less: Accumulated amortization		-		-
Intangible assets - net	$	163,718	$	127,991

As of December 31, 2025, the Company’s software is in public beta stage. Once the software goes live, the Company will begin amortizing the software development costs.

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Table of Contents

6. Convertible notes payable

The following table details the Company’s convertible notes payable as of December 31, 2025 and 2024, respectively:

				Original					Principal Balance as of
			Date of Note	Principal			Interest		December 31,		December 31,
Ref No.			Issuance	Balance		Maturity Date	Rate %		2025		2024
	1	/**	6/16/2021	$	20,000	12/16/2022		10	$	20,000	$	20,000
	2	/**	6/17/2021		50,000	12/17/2021		10		50,000		50,000
	3	/**	6/18/2021		50,000	12/18/2021		10		50,000		50,000
	4	/**	7/2/2021		16,000	1/2/2022		10		16,000		16,000
	5	/**	8/4/2021		7,000	2/4/2022		10		7,000		7,000
	6	/**	8/16/2021		54,360	2/16/2022		10		54,360		54,360
	7	/**	9/10/2021		54,360	3/10/2022		10		54,360		54,360
	8	/**	10/18/2021		54,360	4/18/2022		10		54,360		54,360
	9	/**	6/30/2023		25,000	12/30/2023		10		25,000		25,000
	10	/*	9/28/2023		80,000	3/28/2024		6		80,000		80,000
	11	/*	9/29/2023		80,000	6/29/2024		6		80,000		80,000
	12	/*	10/1/2023		10,000	3/31/2024		6		10,000		10,000
	13	/**	10/13/2023		19,750	4/13/2024		10		19,750		19,750
	14	/*	8/7/2024		30,000	2/7/2025		6		30,000		30,000
	15	/*	8/26/2024		30,000	2/26/2025		6		30,000		30,000
	16	/*	10/29/2024		7,000	4/29/2025		6		7,000		7,000
	17	/*	11/27/2024		25,000	5/27/2025		6		25,000		25,000
	18	/*	12/2/2024		25,000	6/2/2025		6		25,000		25,000
	19	/*	12/9/2024		25,000	6/9/2025		6		25,000		25,000
	20	/*	12/18/2024		18,505	6/18/2025		6		18,505		18,505
	21	/*	2/18/2025		30,000	8/18/2025		6		30,000		-
	22	/*	3/28/2025		100,000	8/18/2025		6		100,000		-
	23	/*	4/1/2025		100,000	10/1/2025		6		100,000		-
			Total						$	911,335	$	681,335

*The conversion price is the average closing bid price for the 10 trading days prior to the conversion date multiplied by 80%, not to exceed $0.01.

**The conversion price is fixed at $0.01 per share.

*** In default as of December 31, ~~2024~~2025.

~~F-14~~Holders ~~Table~~of these convertible notes payable may not convert a note into common stock if doing so would result in the debt holder (together with its affiliates) beneficially owning more than 4.99% of ~~Contents~~the Company’s outstanding common stock.

Accounting considerations for notes with variable conversion prices

The Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the embedded conversion option. The conversion option ~~bears~~is ~~risk of equity which were~~ not clearly and closely related to the host debt agreement and required bifurcation. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification. Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative.

~~Rather,~~F-15 ~~such~~Table ~~terms~~of ~~and features must be and were bundled together and fair valued as a single, compound embedded derivative.~~Contents

Accounting considerations for notes with fixed conversion prices

The Company evaluated the notes under ASC 815. ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. There were no embedded instruments which required bifurcation.

During the years ended December 31, 2025 and 2024, the Company recorded $65,541 and $47,215 in interest expense, respectively, related to the convertible notes.

7. Notes payable

The following table details the Company’s notes payable as of December 31, 2025 and 2024, respectively:

			Original					Principal Balance as of
		Date of Note	Principal			Interest		December 31,		December 31,
Ref No.		Issuance	Balance		Maturity Date	Rate %		2025		2024
	1	12/22/2025	$	5,000	06/22/2026		10	$	5,000	$	-
	2	12/24/2025		1,959	06/24/2026		10		1,959		-
		Total						$	6,959	$	-

During the years ended December 31, 2025 and 2024, the Company recorded $17 and $0 in interest expense, respectively, related to the notes.

8. Derivative liabilities

Embedded derivatives

The Company’s convertible promissory notes gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of December 31, ~~2024~~2025 and ~~2023~~2024 and the amounts that were reflected in income related to derivatives for the period ended:

	December 31, 2025
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		27,453,485	$	265,594
Total		27,453,485	$	265,594

	December 31, 2024
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		35,592,281	$	158,055
Total		35,592,281	$	158,055

	December 31, 2023
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		45,221,645	$	149,182
Total		45,221,645	$	149,182

F-15 Table of Contents

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended December 31, 2024 and 2023:

	For the Years Ended
	December 31, 2024			December 31, 2023
Embedded derivatives	$	(8,873	)	$	38,759
Loss on issuance of derivative		—			—
Total gain (loss)	$	(8,873	)	$	38,759

Current accounting principles that are provided in ASC 815 require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Monte Carlo Simulation Model, which approximates the Monte Carlo Simulations, valuation technique to fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Binomial Lattice Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.

Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

	Inception Date			December 31, 2023			December 31, 2024
Quoted market price on valuation date	$	0.034		$	0.012		$	0.015
Effective contractual conversion rates	$	0.026		$	0.009		$	0.012
Contractual term to maturity	0.5 Years			0.25 Years			0.25 Years
Market volatility:
Volatility	200.36%-332.78		%	200.36%-332.78		%	200.36%-332.78		%
Risk-adjusted interest rate		10	%		10	%		10	%

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of December 31, 2024 and 2023.

	Year Ended		Year Ended
	December 31, 2024		December 31, 2023
Balances at beginning of period	$	149,182	$	161,565
Issuances:
Embedded derivatives		-		26,376
Conversions/extinguishments
Changes in fair value inputs and assumptions reflected in income		8,873		(38,759	)
Balances at end of period	$	158,055	$	149,182

F-16

Table of Contents

The following table summarizes the effects on the Company’s loss associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended December 31, 2025 and 2024:

	For the years ended
	December 31, 2025			December 31, 2024
Embedded derivatives	$	(107,539	)	$	(8,873	)
Loss on issuance of derivative		—			—
Total loss	$	(107,539	)	$	(8,873	)

	Inception Date			December 31, 2024			December 31, 2025
Quoted market price on valuation date	$	0.014 - 0.045		$	0.015		$	0.020
Effective contractual conversion rates	$	0.0118 – 0.0366		$	0.012		$	0.018
Contractual term to maturity		0.5 Years			0.25 Years			0.75 Years
Market volatility:
Volatility		200.36%-332.78	%		86.07%-169.31	%		122.75%-209.58	%
Risk-adjusted interest rate		10	%		10	%		10	%

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of December 31, 2025 and 2024:

	Year Ended		Year Ended
	December 31, 2025		December 31, 2024
Balances at beginning of period	$	158,055	$	149,182
Issuances:
Embedded derivatives		-		-
Conversions/extinguishments		-		-
Changes in fair value inputs and assumptions reflected in income		107,539		8,873
Balances at end of period	$	265,594	$	158,055

F-17

Table of Contents

9. Commitments and contingencies

Legal contingencies

~~The~~From time to time, the Company may be subject to ~~legal~~claims, ~~proceedings~~disputes, ~~from~~demand ~~time~~letters, toor ~~time~~other aslegal ~~part~~matters arising in the ordinary course of ~~its~~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, ~~activities~~financial condition, or results of operations. As of December 31, ~~2024~~2025, the Company was not subject to any threatened or pending legal actions or claims.

Significant agreements and contracts

~~None~~On September 8, 2025, the Company entered into an Investor Relations/Public Relations Consulting and Services Agreement with a consultant. Under the Agreement, the consultant is to provide investor relations, corporate communications, and public relations services to the Company for a six-month term beginning September 8, 2025 and ending March 6, 2026, with automatic month-to-month renewal thereafter unless terminated.

As consideration for these services, the Company agreed to issue to the Consultant five million (5,000,000) shares of restricted common stock of the Company, deliverable on March 9, 2026. The shares were valued at $150,000, or $0.03 per share. As of December 31, 2025, the consultant has earned 3,184,358 shares. During the year ended December 31, 2025, the Company recorded $95,530 in stock issuable for services related to this agreement.

10. Equity

Preferred Stock

The Company has authorized a total of 10,000,000 shares of preferred stock, par value $0.01 per share. The Company has 1,000,000 shares authorized for Series D Preferred Stock. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company had issued ~~713~~576,~~750~~562 and ~~603~~713,750 shares of Series D Convertible Preferred Stock, respectively. The Company’s Board of Directors has the authority to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The Preferred Stock shall be treated pari passu with the Common Stock except that the dividend on each share of Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate, which is 1,000 shares of Common Stock for each share of Preferred Stock. The Preferred Stock is not entitled to a liquidation preference.

Common Stock

As of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, the Company had authorized 500,000,000 shares of its common stock, par value $0.001 per share. As of December 31, ~~2024~~2025, the Company had 213,601,313 shares issued and ~~2023~~outstanding. As of December 31, 2024, the Company had 211,101,313 shares of common stock issued, and 172,913,813 of common stock outstanding.

As of December 31, 2025, the Company had 213,601,313 common shares outstanding and 664,576,642 common stock equivalents related to convertible notes payable and convertible preferred stock. As of December 31, 2025 and 2024, the number of outstanding common stock plus common stock equivalents is greater than the authorized shares. However, as of December 31, 2025 and 2024, the CEO has enough voting control to increase the number of authorized shares without a full shareholder vote, and is willing to do so if needed.

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Table of Contents

Shares to be issued

As of December 31, ~~2024~~2025 and ~~2023~~ 2024, the Company had 58,~~376~~563,~~967~~324 and 5,~~486~~376,967 in shares to be issued, respectively. The 8,563,324 shares to be issued as of December 31, ~~2024~~2025, consist of ~~common~~the ~~stock related to past subscription agreements.~~ following:

	December 31,		December 31,
	2025		2024
Sale of common stock		5,376,967		5,376,967
Series D Preferred Stock owed for services		2,000		-
Common stock owed for services		3,184,357		-
Balances at end of period		8,563,324		5,376,967

Treasury Stock

In 2021, CSES Group, Inc., which owns all rights, title and interest in Totaligent’s refrigerant technology, was spun out in exchange for the cancellation of an aggregate of 54,422,903 shares of Totaligent Common Stock (the “Cancelled Shares”) held by former Totaligent management and shareholders. These shares were returned to the treasury. During the year ended December 31, 2023, the Company issued 14,062,500 shares from the treasury in connection with the conversion of 11,250 shares of Series D Preferred stock. The shares were valued at $196,875, resulting in an offset to paid in capital in the amount of $196,763. During the year ended December 31, 2025, the Company issued the remaining 38,187,500 shares from the treasury in connection with the conversion of 38,188 shares of Series D Preferred stock. The shares were valued at $972,181, resulting in an offset between paid in capital in the amount of $818,577 and accumulated deficit in the amount of $153,222. The amount recorded in accumulated deficit was the difference between $972,181 and the additional paid in capital balance prior to the conversion of $818,577.

~~F-17~~11. Income ~~Table of Contents~~taxes

The Company did not provide any current or deferred US federal income tax provision or benefit for the years ending December 31, ~~2024~~2025 and ~~2023~~2024 as they incurred tax losses during both of these ~~years~~periods.

When it is more likely than not, that a tax asset cannot be realized through future income, the Company must record an allowance against any future potential future tax benefit. The Company has provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carry forward periods. The Company has not taken a tax position that, if challenged, would have a material effect on the consolidated financial statements for the years ended December 31, 2025 and 2024 as defined under ASC 740, "Accounting for Income Taxes."

The Company has not taken a tax position that, if challenged, would have a material effect on the consolidated financial statements for the year ended December 31, 2024 and 2023 as defined under ASC 740, "Accounting for Income Taxes."

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.

F-19

Table of Contents

The sources and tax effects of the differences for the periods presented are as follows:

	Years Ended
	December 31, 2024			December 31, 2023
	December 31,2025			December 31,2024
U.S. statutory federal income tax rate		21	%		21	%
State income taxes		5	%		5	%
State income taxes, net of federal income tax		5	%		5	%
Change in valuation allowance	(26		%)	(26		%)
Effective income tax rate		0	%		0	%

A reconciliation of the income taxes computed at the statutory rate is as follows:

	Years Ended
	December 31, 2024			December 31, 2023
	December 31,2025			December 31,2024
Tax credit (expense) at statutory rate (26%)	$	~~246~~156,~~281~~011		$	~~104~~246,~~564~~281
Increase in valuation allowance		(~~246~~156,~~281~~011	)		(~~104~~246,~~564~~281	)
Net deferred income tax asset	$	—		$	—

At December 31, ~~2024~~2025 and ~~2023~~2024, the significant components of the deferred tax assets are summarized below:

	December 31,			December 31,
	2024			2023
	2025			2024
Net operating loss carry-forward	$	~~469~~665,~~914~~764		$	~~223~~469,~~633~~914
Valuation allowance		(~~469~~665,~~914~~764	)		(~~223~~469,~~633~~914	)
Net deferred tax asset (liability)	$	-		$	-

As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company had a federal net operating loss carryforward of approximately $12,~~807~~560,~~363~~631 and $~~860~~1,~~127~~807,363, respectively. The federal net operating loss carryforwards do not expire but may only be used against taxable income to 80%. No tax benefit has been reported in the consolidated financial statements. The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company. The Company has filed tax returns through the 2024 year end.

~~On January 1, 2024, the Company issued 100,000 Series D Convertible Preferred Stock, which vest over two years, based upon performance milestones~~12. ~~The~~Subsequent ~~consultant only earned 10,000 shares. On March 13, 2025, the Consultant returned 90,000 shares to the Company.~~events

~~On February 18, 2025, the Company issued a $30,000 face value convertible notes payable convertible at $01 per share~~None.

OnF-20 ~~March~~Table ~~28,~~of ~~2025, the Company sold stock $100,000 at $0.01 per share.~~Contents

F-18 Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Effective May 20, 2024, the Company engaged Astra Audit & Advisory, LLC, as the Company’s independent registered public accounting firm. The engagement was approved by the Company’s Board of Directors.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Registrant's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At December 31, ~~2024~~2025, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out under the supervision and with the participation of Edward C. DeFeudis our Chief Executive Officer and ~~Ben~~Brian ~~Hansel~~Heckathorne our Director. Based on our evaluation of our disclosure controls and procedures, we concluded that, at December 31, ~~2024~~2025, our disclosure controls and procedures are not effective at the reasonable assurance level due to the following material weaknesses.

Due to the Company’s small size, and limited number of personnel, the Company did not have in place an effective internal control environment with formal processes and procedures, including journal entry processing and review, to allow for a detailed review of accounting transactions that would identify errors in a timely manner.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

Our management has conducted an evaluation, under the supervision and with the participation of Edward C. DeFeudis, our Chief Executive Officer, and ~~Ben~~Brian ~~Hansel~~Heckathorne , our Director, of the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025. This evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework in Internal Control-Integrated Framework 2013. Based upon such assessment, Edward C. DeFeudis concluded that our internal controls over financial reporting are not effective based upon the Company’s small size, and limited number of personnel. As a result, the Company did not have in place an effective internal control environment with formal processes and procedures, including journal entry processing and review, to allow for a detailed review of accounting transactions that would identify errors in a timely manner. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The rules of the Securities and Exchange Commission do not require an attestation of the Management's report by our registered public accounting firm in this annual report.

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Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended December 31, ~~2024~~2025, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers of Totaligent, Inc.

The following sets forth information about our directors and executive officers:

Name	Age	Position
Edward C. DeFeudis	5251	Chairman of the Board and CEO
Ben Hansel	59	Director
Brendan Battles	53	Director of Data Management
Brian Heckathorne	46	Director ~~of Information Technology~~

Edward C. DeFeudis, Chairman and CEO

Mr. DeFeudis has been in finance 27 years, having worked for Oppenheimer & Co., Inc., Merrill Lynch, and later launched private equity firm, Lion Equity Holding Corp. While in private equity, he worked in C-Level positions in several companies in which he invested, founded, and built. ~~He currently serves as a Director of Xeriant, Inc.~~ In addition to Lion Equity Holding Corp., Mr. DeFeudis was the founder and CEO of leading fintech platforms in peer-to-peer lending, and mobile money transfer. In 2011, Mr. DeFeudis won the Harvard Business School New Ventures award for the Southwestern United States for his foundational work in proprietary cloud-based mobile banking and money transfer. Mr. DeFeudis led multiple direct public offerings and reverse recapitalizations in various industries including biotechnology, aerospace, beauty, apparel, and entertainment. These transactions have resulted in more than a billion dollars of capital formation.

Ben Hansel –Director

Mr. Hansel has over 30 years’ experience in finance and the public markets, ranging from mergers and acquisitions, capital strategies, restructuring and investor relations for early-stage companies. He is multilingual and holds a Bachelor of Arts degree in Political Science with a minor in Economics from The University of Texas at El Paso.

Brendan Battles – Director of Data Management

Mr. Battles’ multiple database skill sets include large scale MySQL deployment and management (Data Collection, Formatting, Search, Appending, Compiling and Replication), PHP/Laravel Framework, Linux O/S, data verification network management. His two decades in digital marketing specialized in the collection, organization and implementation of first, second, and third-party data from various online and offline sources, allowing for the creation of detailed anonymized customer profiles to drive targeted advertising, personalization initiatives, and content customization; the keys to exceptional conversion results.

Brian Heckathorne – Director ~~of Information Technology~~

Mr. Heckathorne specializes in building and supporting enterprise level servers and networks, large data administration with MySQL clusters, crypto mining operations, and in Mikrotik high speed fiber networking. Mr. Heckathorne started an early-stage web hosting company in 1996, which he later sold to a Houston, TX Based ISP. Later, Mr. Heckathorne built out the infrastructure for a large-scale digital marketing organization where he helped build and implement custom email marketing software, and the data management system to handle incoming and outgoing emails for large scale email marketing campaigns. Mr. Heckathorne has spent more than two decades managing and implementing multimillion dollar marketing campaigns for the financial services industry.

3634 Table of Contents

Director Independence

Director Independence; Standing Committees

The Company’s common stock is traded on ~~OTCPink~~OTCID under the symbol “TGNT.” The OTC Markets trading platform does not maintain any standards regarding the “independence” of the directors for our Board of Directors, and we are not otherwise subject to the requirements of any national securities exchange or an inter- dealer quotation system with respect to the need to have a majority of our directors be independent.

The Company’s Board presently has no functioning standing committees.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer should be separate or com determined that it is in the best interests of the Company and its shareholders to combine these roles due to the small size and early stage of the Company.

Family Relationships

Not applicable.

Board Committees

Audit Committee

We do not have a separately designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. Two directors also hold positions as our officers. Our Board of Directors is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors’ engagement by the audit committee.

Nominees

There have been no material changes to the procedures by which security holders may recommend nominees to the Registrant's board.

Section 16(a) Beneficial Ownership Reporting Compliance

Not applicable because the Company is not a reporting issuer under the Exchange Act of 1934, as amended

Code of Ethics

We have not adopted a corporate code of ethics as of the date of this filing.

3735 Table of Contents

Item 11. Executive Compensation.

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, all officers and directors were compensated as independent contractors based upon respective consulting agreements as noted in Table below.

The following table shows information regarding the compensation earned for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 by our named executive officers:

EXECUTIVE COMPENSATION TABLE

Executive	Year	Salary($)		Bonus($)		~~Stock Awards~~ StockAwards($)		Option Awards ($) (1)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total($)
Edward C. DeFeudis (1)	~~2024~~2025	$	~~180,000~~-		-		-		-		-		-		-	$	~~180,000~~-
	2023	$	180,000		-		-		-		-		-		-	$	180,000
	2024	$	180,000		-		-		-		-		-		-	$	180,000

(1) The majority of this salary has been accruing, and can be can be exchanged for the issuance of common shares at a price of the lessor of a 30% discount to the 10-day volume weighted average price (VWAP) of the Company or $0.02 per share.

3836 Table of Contents

Director Compensation

The following table shows information regarding the compensation earned during the years ended December 31, ~~2024~~2025, and ~~2023~~2024 by the members of our board of directors.

DIRECTOR COMPENSATION TABLE
Executive	Year	Salary ($)		Bonus($)		Stock Awards ($)		Option Awards($) (1)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total($)
Edward C. DeFeudis	~~2024~~2025	$	0-		-		-		-		-		-		-	$	0-
Director	~~2023~~2024		0-		-		-		-		-		-		-	$	0-
Ben Hansel	2024	$	0		-		-		-		-		-		-	$	0
Brian Heckathorne	2025	$	-		-		-		-		-		-		-	$	-
Director	~~2023~~	$	0		-		-		-		-		-		-	$	0
Ben Hansel	2025	$	-		-		-		-		-		-		-	$	-
Director	2024	$	-		-		-		-		-		-		-	$	-

Executive Compensation Policies as They Relate to Risk Management

Management have considered whether our compensation policies might encourage inappropriate risk taking by the Company's executive officers and other employees and has determined that the current compensation structure aligns the interests of the executive officers with those of the Company without providing rewards for excessive risk taking by awarding a mix of fixed and performance based or discretionary bonuses with the performance- based compensation focused on profits as opposed to revenue growth.

Option Exercises and Fiscal Year-end Option Value Table

None of the named executive officers exercised any stock options during the year ended December 31, ~~2024~~2025, or held any outstanding stock options as of December 31, ~~2024~~2025.

Incentive Plan

The Registrant does not have any equity compensation plans.

Consulting Agreements

None, although the officers are currently paid as related party consultants of the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The table below sets forth as of December 31, ~~2024~~2025, information with respect to beneficial ownership of the Company’s common stock by:

	·	Each person known to the Company to own beneficially more than 5% of our outstanding common stock, either before or immediately after the merger.

	·	Each of the directors and executive officers of the Company.

	·	All of our directors and executive officers as a group.

3937 Table of Contents

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Shares of common stock subject to any warrants or options that are presently exercisable or exercisable within 60 days of December 31, ~~2024~~2025, are deemed outstanding for the purpose of computing the percentage ownership of the person holding the warrants or options but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The numbers reflected in the percentage ownership columns are based on a fully diluted basis of the Company’s common stock outstanding after a conversion of the Series AD Preferred Stock into Common Shares. The persons named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

	Number of Shares of Common Stock		Number of Series AD Preferred Stock		Total Fully Diluted Shares		Percentage Represented on a Fully Diluted Basis
Name of Beneficial Owner
Edward C. DeFeudis		-11,000,000		~~150~~125,000		~~150~~136,000,000		1917.3151	%
Spider Investments, LLC (1)		2,276,086		-		2,276,086		0.29	%
Ben Hansel		980,000		-		980,000		0.12	%
Brian Heckathorne		11,000,000		139,000		150,000,000		19.31	%
Brian Heckathorne		-		150,000		150,000,000		19.31	%
BBB Group, Inc. (2)		11,000,000		139,000		150,000,000		19.31	%
BBB Group, Inc. (2)		-		150,000		150,000,000		19.31	%
30103 South Lake Falls Lane Trust (3)		-		67,500		67,500,000		8.69	%
All directors and executive officers as a group (four persons)		3,256,086		450,000		453,256,086		67.03	%
All directors and executive officers as a group (three persons)		35,276,086		403,000		438,276,086		47.74	%
Total shares		335,~~256~~276,086		~~517~~470,500		~~520~~505,~~756~~776,086		56.42	%

(1)	Edward C. DeFeudis has control and dispositive power over Spider Investments, LLC and is the beneficial owner of Spider Investments, LLC.
(2)	Brendan Battles is the Director of Data Management, has control and dispositive power over BBB Group, Inc. and is the beneficial owner of BBB Group, Inc.
(3)	Noreen Bingham is the beneficial owner of 30103 South Lake Falls Lane Trust.

Director Independence

We are not currently a “listed company” under SEC rules and are therefore not required to have a Board comprised of a majority of independent directors or separate committees comprised of independent directors. We currently have one independent director as the term “independent” is defined by the rules of the Nasdaq Stock Market.

4038 Table of Contents

Item 14. Principal Accounting Fees and Services.

The following is a summary of the fees billed to us by Astra Audit & Advisory, LLC, for professional services rendered for the fiscal ~~year~~years ended December 31, ~~2024~~2025 and ~~2023~~2024:

	Fiscal Year Ended
	December 31, 2024		December 31, 2023
	December 31,2025		December 31,2024
Audit Fees	$	4952,~~020~~540	$	1949,~~250~~020
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
	$	4952,~~020~~540	$	1949,~~250~~020

Audit Fees. Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”.

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

All Other Fees. Consists of fees for product and services other than the services reported above.

Board of Directors' Pre-Approval Policies

Our Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

Our Board of Directors has reviewed and discussed with Astra Audit & Advisory, LLC (“Astra”) our audited consolidated financial statements contained in this Annual Report on Form 10-K for the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024. The Board of Directors also has discussed with Astra the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our consolidated financial statements.

Based on the review and discussions referred to above, the Board of Directors determined that the audited consolidated financial statements be included in our Annual Report on Form 10-K for our fiscal year ended December 31, ~~2024~~2025, for filing with the SEC.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

ExhibitNumber		Document
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K filed on October 15, 2013).
3.2		Certificate of ~~Designation~~Amendment: ofName ~~Series~~change, ~~A Preferred shares~~ effective ~~January~~August 111, ~~2021 (incorporated by reference to Exhibit 3~~2022.~~2 to Annual Report on Form 10K filed on October 29, 2024).~~
3.3		Certificate of ~~Amendment:~~Designation ~~Name~~of ~~change,~~Series ~~effective~~D ~~August~~Preferred 1,shares ~~2022~~effective ~~(incorporated~~April ~~by reference to Exhibit 3.3 to Annual Report on Form 10K filed on October 29~~19, ~~2024)~~2021.
3.4		~~Certificate of Designation of Series D Preferred shares effective April 19, 2021 (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10K filed on October 29, 2024).~~Bylaws
3.5		Bylaws (incorporated by reference to Exhibit 3.5 to Annual Report on Form 10K filed on October 29, 2024).
10.2		Employment Agreement for Edward C. DeFeudis dated January 1, 2022.
10.1		Exchange Agreement by and among Alltemp, Inc. and Certain Shareholders of Alltemp Inc. Dated December 3, 2021 (incorporated by reference to Exhibit 10.1 to Annual Report on Form 10K filed on October 29, 2024).
10.1.2		Exchange Agreement by and among Alltemp, Inc., Digi Messaging & Advertising Inc., and the Shareholders of Digi Messaging & Advertising Inc. dated December 3, 2021 (incorporated by reference to Exhibit 10.1.2 to Annual Report on Form 10K filed on October 29, 2024).
10.2		Employment Agreement for Edward C. DeFeudis dated January 1, 2022 (incorporated by reference to Exhibit 10.2 to Annual Report on Form 10K filed on October 29, 2024).
14.1		Code of Ethics (incorporated by reference to Exhibit 14.1 to Form 10-12G/A filed on May 1, 2014).
31.1		Certification of the principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation
101.DEF		Inline XBRL Taxonomy Extension Definition
101.LAB		Inline XBRL Taxonomy Extension Label
101.PRE		Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Item 16. Form 10K Summary

Not applicable

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SIGNATURES

The Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOTALIGENT, INC.
Date: April 7, 2025	By:	/s/ Edward C. DeFeudis
Date: April 3, 2026	By:	/s/ Edward C. DeFeudis
		Edward C. DeFeudis
		Chief Executive Officer (Principal Executive) and Chief Financial Officer & Principal Financial and Accounting Officer
		Chief Executive Officer (PrincipalExecutive) and Chief Financial Officer& Principal Financial andAccounting Officer

This report has been signed below by the following persons on behalf of the Company in the capacities indicated on April 73, ~~2025~~2026.

By: /s/ Edward C. DeFeudis By: /s/ ~~Ben~~Brian ~~Hansel~~Heckathorne Edward C. DeFeudis ~~Ben~~Brian ~~Hansel~~Heckathorne President, Chief Executive Officer, Director Chief Financial Officer, Director

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