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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~March~~June 3130, 2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to ________

Commission file numbers 000-32141

NUTRA PHARMA CORP.

(Name of registrant as specified in its charter)

California

91-2021600

(State or Other

Jurisdiction of Organization)

(IRS Employer

Identification Number)

6400 Park of Commerce Blvd, Suite 1B

Boca Raton, FL

33487

(Address of principal executive offices)

(Zip Code)

(954) 509–0911

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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, a smaller reporting company, or an emerging growth company.

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 pursuant to Section 13(a) of the Exchange Act. ☐

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

As of March 1125, 2026, there were 7,159,727,214 shares of common stock and 12,000,000 shares of Series B preferred stock issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	F-1
Item 1. Financial Statements	F-1
Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	F-1
Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	F-1
Condensed Consolidated Statements of Operations for the Three months ended March 31, 2025 and 2024 (Unaudited)	F-2
Condensed Consolidated Statements of Operations for the Three and Six months ended June 30, 2025 and 2024 (Unaudited)	F-2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three months ended March 31, 2025 and 2024 (Unaudited)	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three months ended June 30, 2025 and 2024 (Unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2025 and 2024 (Unaudited)	F-4
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Six months ended June 30, 2025 and 2024 (Unaudited)	F-4
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-5
Condensed Consolidated Statements of Cash Flows for the Six months ended June 30, 2025 and 2024 (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures about Market Risk	9
Item 4. Controls and Procedures	9
PART II. OTHER INFORMATION	10
Item 1. Legal Proceedings	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults Upon Senior Securities	11
Item 4. Mine Safety Disclosure	11
Item 5. Other Information	11
Item 6. Exhibits	11

Nutra Pharma Corp (“Nutra Pharma”) and its wholly owned ~~subsidiary~~subsidiaries, Designer Diagnostics Inc. and ReceptoPharm, Inc. (“ReceptoPharm”), are referred to herein as “we”, “our” or “us” (Designer Diagnostics Inc. has been inactive since June 2011, ReceptoPharm is also individually referred to herein).

Forward Looking Statements

This Quarterly Report on Form 10–Q for the period ending ~~March~~June 3130, 2025, contains forward–looking statements that involve risks and uncertainties, as well as assumptions that if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward–looking statements. The words or phrases “would be,” “will allow, “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward–looking statements.” We are subject to risks detailed in Item 1(a). All statements other than statements of historical fact are statements that could be deemed forward–looking statements, including: (a) any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; and (b) any statements of the plans, strategies and objectives of management for future operations; and (c) any statement concerning developments, plans, or performance. Unless otherwise required by applicable law, we do not undertake and we specifically disclaim any obligation to update any forward–looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NUTRA PHARMA CORP.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	June 30,			December 31,
	2025			2024
		(Unaudited)
ASSETS
Current assets:
Cash	$	1379,~~843~~069		$	36,447
Accounts receivable		2335,~~798~~224			23,755
Accounts receivable - related party, net		149,~~766~~455			5,800
Accounts receivable		149,~~766~~455			5,800
Inventory, current portion		1715,~~571~~658			17,696
Other receivables		98,906			28,906
Other receivable		128,906			28,906
Convertible notes receivable, net of discount		130,~~750~~500			1,750
Receivable from sale of Stemsation stocks		52,800			52,800
Investment in Stemsation stocks		17,600			17,600
Settlement receivables		160,084			160,084
Prepaid expenses and other current assets		~~150~~135,~~999~~832			29,999
Total current assets		~~552~~665,~~117~~128			374,837
Inventory, less current portion		~~111~~107,~~170~~670			114,670
Property and equipment, net		3431,~~309~~146			10,402
Operating lease right-of-use assets, net		6846,~~780~~321			90,783
Security deposit		8,803			8,803
Total assets	$	~~775~~859,~~179~~068		$	599,495
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~809~~793,~~046~~637		$	802,314
Accrued expenses		2,~~160~~115,~~013~~953			2,103,077
Accrued payroll due to officers		1,~~699~~740,~~081~~845			1,641,554
Due to a related party		139,~~000~~584			-
Accrued interest to related parties		~~185~~191,~~546~~096			189,961
Due to officers		1,~~321~~384,~~067~~833			1,239,264
Derivative liabilities		1924,~~672,477~~516			708,115
Other debt, net of discount, current portion		89,~~907~~335,~~865~~058			8,480,544
SBA notes payable, current portion		910,~~833~~722			8,952
Operating lease obligations, current portion		7047,~~752~~637			93,411
Total current liabilities		16,~~848~~553,~~680~~881			15,267,192
SBA notes payable, less current portion		~~139~~138,~~336~~447			140,217
Total liabilities		16,~~988~~692,~~016~~328			15,407,409
Commitments and Contingencies (Note 11)		-			-
Stockholders’ deficit:
Preferred stock, $0.001 par value, 20,000,000 shares authorized and 12,000,000 Series B Preferred shares authorized, issued and outstanding		12,000			12,000
Common stock, $0.001 par value, 12,000,000,000 shares authorized; 7,099,727,214 shares issued and outstanding		7,099,727			7,099,727
Common stock to be issued		~~471~~481,678			471,678
Additional paid-in capital		53,839,818			53,839,818
Accumulated deficit		(77,~~636~~266,~~060~~483	)		(76,231,137	)
Total stockholders’ deficit		(1615,~~212~~833,~~837~~260	)		(14,807,914	)
Total liabilities and stockholders’ deficit	$	~~775~~859,~~179~~068		$	599,495

See the accompanying notes to the unaudited condensed consolidated financial statements

F-1

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Operations

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Net sales	$	7384,~~974~~532		$	3751,~~732~~710		$	158,506		$	89,442
Net sales to a related party		3637,~~420~~611			3436,~~949~~759			74,031			71,708
Cost of sales		(3746,~~063~~515	)		(2218,~~484~~624	)		(83,578	)		(41,108	)
Reserve for supplier advances for purchases		~~(5,000~~-	)		(15,000	)		(5,000	)		(30,000	)
Gross profit		6875,~~331~~628			3554,~~197~~845			143,959			90,042
Operating expenses:
Selling, general and administrative		~~418~~366,~~150~~157			~~330~~274,~~506~~338			784,307			604,844
Total operating expenses		~~418~~366,~~150~~157			~~330~~274,~~506~~338			784,307			604,844
Loss from operations		(~~349~~290,~~819~~529	)		(~~295~~219,~~309~~493	)		(640,348	)		(514,802	)
Other income (expenses)
Other income		508,~~000~~750			~~300~~3,150			58,750			3,450
Interest expense		(92101,~~210~~242	)		(81,~~557~~847	)		(193,452	)		(163,404	)
Interest expense to related parties		(5,~~585~~550	)		(5,~~048~~199	)		(11,135	)		(10,247	)
Change in fair value of convertible notes and derivatives		(1704,~~007,309~~622	)		(6656,~~740~~250	)		(302,687	)		(122,990	)
Gain on settlement of debt and accrued expense		-			21,420
Net Gain (loss) on settlement of debt and accrued expense		53,526			(7,500	)		53,526			13,920
Total other expenses, net		(1,055,104	)		(131,625	)
Total other income (expenses), net		660,106			(147,646	)		(394,998	)		(279,271	)
Loss before income taxes		(1,404,923	)		(426,934	)
Income (loss) before income taxes		369,577			(367,139	)		(1,035,346	)		(794,073	)
Provision for income taxes		-			-			-			-
Net loss	$	(1,404,923	)	$	(426,934	)
Net income (loss)	$	369,577		$	(367,139	)	$	(1,035,346	)	$	(794,073	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)
Net income (loss) per share - basic and diluted	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding during the period - basic		7,~~677~~743,~~102~~036,~~214~~280			7,~~643~~657,~~256~~102,~~060~~214			7,710,251,385			7,650,179,137
Weighted average number of shares outstanding during the period - diluted		737,~~677~~727,~~102~~786,~~214~~152			7,~~643~~657,~~256~~102,~~060~~214			7,710,251,385			7,650,179,137

See the accompanying notes to the unaudited condensed consolidated financial statements

F-2

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended ~~March~~June 3130, 2025 and 2024

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Preferred Stock												Additional					Total
	Preferred Stock Series B				Common Stock				Common Stock to be issued				Additional Paid-in		Accumulated			Total Stockholders’
	Series B				Common Stock				C.S to be issued				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance -December 31, 2024		12,000,000	$	12,000		7,099,727,214	$	7,099,727		577,375,000	$	471,678	$	53,839,818	$	(76,231,137	)	$	(14,807,914	)
Net loss		-		-		-		-		-		-		-		(1,404,923	)		(1,404,923	)
Balance -March 31, 2025		12,000,000	$	12,000		7,099,727,214	$	7,099,727		577,375,000	$	471,678	$	53,839,818	$	(77,636,060	)	$	(16,212,837	)
Common stock to be issued for stock based compensation		-		-						100,000,000		10,000							10,000
Net income		-		-		-		-		-		-		-		369,577			369,577
Balance -June 30, 2025		12,000,000	$	12,000		7,099,727,214	$	7,099,727		677,375,000	$	481,678	$	53,839,818	$	(77,266,483	)	$	(15,833,260	)

	Preferred Stock														Additional						Total
	Preferred Stock Series B				Common Stock				Common Stock to be issued						Additional Paid-in			Accumulated			Total Stockholders’
	Series B				Common Stock				C.S to be issued						Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance -December 31, 2023		12,000,000	$	12,000		7,064,727,214	$	7,064,727		557,375,000		$	469,678		$	53,630,761		$	(74,945,474	)	$	(13,768,308	)
Balance		12,000,000	$	12,000		7,064,727,214	$	7,064,727		557,375,000		$	469,678		$	53,630,761		$	(74,945,474	)	$	(13,768,308	)
Common stock issued for debt modification and penalty		-		-		-		-		35,000,000			3,500			-			-			3,500
Net loss		-		-		-		-		-			-			-			(426,934	)		(426,934	)
Balance -March 31, 2024		12,000,000	$	12,000		7,064,727,214	$	7,064,727		592,375,000		$	473,178		$	53,630,761		$	(75,372,408	)	$	(14,191,742	)
Balance		12,000,000	$	12,000		7,064,727,214	$	7,064,727		592,375,000		$	473,178		$	53,630,761		$	(75,372,408	)	$	(14,191,742	)
Common stock issued for debt modification and penalty- recognized in Q1, issued in Q2		-		-		35,000,000		35,000		(35,000,000	)		(3,500	)		(31,500	)		-			-
Net loss		-		-		-		-		-			-			-			(367,139	)		(367,139	)
Balance -June 30, 2024		12,000,000	$	12,000		7,099,727,214	$	7,099,727		557,375,000		$	469,678		$	53,599,261		$	(75,739,547	)	$	(14,558,881	)

See the accompanying notes to the unaudited condensed consolidated financial statements

F-3

NUTRA PHARMA CORP.

Condensed Consolidated Statements of ~~Cash~~Changes ~~Flows~~in Stockholders’ Deficit

For the Six Months Ended June 30, 2025 and 2024

(Unaudited)

	2025			2024
	Preferred Stock Series B						Common Stock				Common Stock to be issued				Additional Paid-in		Accumulated			Total Stockholders’
	For the Three Months Ended March 31,
	Shares			Amount			Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	2025			2024
Balance -December 31, 2024		12,000,000		$	12,000			7,099,727,214	$	7,099,727		577,375,000	$	471,678	$	53,839,818	$	(76,231,137	)	$	(14,807,914	)
Cash flows from operating activities:
Common stock to be issued for stock based compensation		-			-			-		-		100,000,000		10,000		-		-			10,000
Net loss	$	~~(1,404,923~~-	)	$	~~(426,934~~-	)		-		-		-		-		-		(1,035,346	)		(1,035,346	)
Adjustments to reconcile net loss to net cash used in operating activities:
Balance -June 30, 2025		12,000,000		$	12,000			7,099,727,214	$	7,099,727		677,375,000	$	481,678	$	53,839,818	$	(77,266,483	)	$	(15,833,260	)
Change in reserve for supplier advances for purchases		5,000			15,000
Net gain on settlement of debt and accrued expense		-			(21,420	)
Depreciation		2,145			1,860
Amortization of convertible notes receivable discount		-			(300	)
Change in fair value of convertible notes and derivatives		1,007,309			66,740
Amortization of loan discount		57,246			37,488
Amortization of operating lease right-of-use assets		22,003			20,313
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(43	)		340
Increase in accounts receivable - related party, net		(8,966	)		-
Decrease in inventory		3,625			4,439
Increase in other receivables		(70,000	)		(3,000	)
Increase in prepaid expenses and other current assets		(126,000	)		(19,000	)
Increase in accounts payable		6,731			63,859
Increase in accrued expenses		56,936			65,514
Increase in accrued payroll due to officers		57,527			43,097
Increase in due to a related party		13,000			-
Decrease in deferred revenue - related party		-			(5,025	)
(Decrease) Increase in accrued interest to related parties		(3,937	)		6,134
Decrease in operating lease obligations		(22,659	)		(20,304	)
Net cash used in operating activities		(405,006	)		(171,199	)
Cash flows from investing activities:
Purchase of property and equipment		(26,052	)		-
Net cash used in investing activities		(26,052	)		-
Cash flows from financing activities:
Loans from officer		151,378			124,529
Repayment of officer loans		(70,053	)		(45,823	)
Proceeds from convertible notes		423,556			112,000
Repayment of convertible notes		(20,500	)		(2,821	)
Advances from other notes payable		-			69,840
Repayments of other notes payable		(75,927	)		(86,526	)
Net cash provided by financing activities		408,454			171,199
Net change in cash		(22,604	)		-
Cash - beginning of period		36,447			-
Cash - end of period	$	13,843		$	-
Supplemental Cash Flow Information:
Cash paid for interest	$	11,285		$	11,852
Cash paid for income taxes	$	-		$	-
Non Cash Financing and Investing:
Common stock issued for debt modification and penalty	$	-		$	3,500
Sale of Stemsation shares for which proceeds were receivable at period end	$	-		$	17,600
Reclassification of convertible notes payable to due to officers	$	-		$	253,000
Reclassification of other receivable to convertible notes receivable	$	-		$	3,000

	Preferred Stock Series B				Common Stock				Common Stock to be issued						Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance -December 31, 2023		12,000,000	$	12,000		7,064,727,214	$	7,064,727		557,375,000		$	469,678		$	53,630,761		$	(74,945,474	)	$	(13,768,308	)

Common stock issued for debt modification and penalty		-		-		-		-		35,000,000			3,500			-			-			3,500
Common stock issued for debt modification and penalty- recognized in Q1, issued in Q2		-		-		35,000,000		35,000		(35,000,000	)		(3,500	)		(31,500	)		-			-
Net loss		-		-		-		-		-			-			-			(794,073	)		(794,073	)
Net income (loss)		-		-		-		-		-			-			-			(794,073	)		(794,073	)
Balance -June 30, 2024		12,000,000	$	12,000		7,099,727,214	$	7,099,727		557,375,000		$	469,678		$	53,599,261		$	(75,739,547	)	$	(14,558,881	)

See the accompanying notes to the unaudited condensed consolidated financial statements

F-4

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2025			2024
	For the Six Months Ended June 30,
	2025			2024

Cash flows from operating activities:
Net loss	$	(1,035,346	)	$	(794,073	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in reserve for supplier advances for purchases		5,000			30,000
Net gain on settlement of debt and accrued expense		(53,526	)		(13,920	)
Depreciation		5,308			3,720
Stock-based compensation		1,667			-
Amortization of convertible notes receivable discount		(3,750	)		(3,450	)
Change in fair value of convertible notes and derivatives		302,687			122,990
Amortization of loan discount		126,085			75,560
Amortization of operating lease right-of-use assets		44,462			41,035
Changes in operating assets and liabilities:
Increase in accounts receivable		(11,469	)		(160	)
Increase in accounts receivable - related party, net		(3,655	)		-
Decrease in inventory		9,038			6,284
Increase in other receivable		(100,000	)		(33,000	)
Increase in prepaid expenses and other current assets		(102,500	)		(34,000	)
(Decrease) increase in accounts payable		(8,678	)		107,458
Increase in accrued expenses		66,402			129,936
Increase in accrued payroll due to officers		99,291			131,097
Increase in due to a related party		9,584			-
Decrease in deferred revenue - related party		-			(5,569	)
Increase in accrued interest to related parties		1,798			12,287
Decrease in operating lease obligations		(45,774	)		(41,017	)
Net cash used in operating activities		(693,376	)		(264,822	)

Cash flows from investing activities:
Purchase of property and equipment		(26,052	)		-
Convertible notes receivable advances		(25,000	)		(1,000	)
Net cash used in investing activities		(51,052	)		(1,000	)

Cash flows from financing activities:
Loans from officer		290,258			257,779
Repayment of officer loans		(145,352	)		(63,876	)
Proceeds from convertible notes		810,056			174,000
Repayment of convertible notes		(28,000	)		(10,321	)
Advances from other notes payable		-			69,840
Repayments of other notes payable		(139,912	)		(161,600	)
Net cash provided by financing activities		787,050			265,822

Net change in cash		42,622			-

Cash - beginning of period		36,447			-

Cash - end of period	$	79,069		$	-

Supplemental Cash Flow Information:
Cash paid for interest	$	46,222		$	23,052
Cash paid for income taxes	$	-		$	-

Non Cash Financing and Investing:
Common stock issued for debt modification and penalty	$	-		$	3,500
Sale of Stemsation shares for which proceeds were receivable at period end	$	-		$	17,600
Reclassification of convertible notes payable to due to officers	$	-		$	253,000
Reclassification of other receivable to convertible notes receivable	$	-		$	33,000

See the accompanying notes to the unaudited condensed consolidated financial statements

F-5

NUTRA PHARMA CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

~~March~~June 3130, 2025

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Nutra Pharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma was incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com.

Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin^®, an over-the-counter pain reliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin^®, an over-the-counter pain reliever that is a stronger version of Cobroxin^® and is designed to treat severe chronic pain. In December 2014, Nutra Pharma launched Pet Pain-Away, an over-the-counter pain reliever designed to treat pain in cats and dogs. In October 2019, Nutra Pharma launched Equine Pain-Away™, an over-the-counter topical pain reliever designed to treat pain and inflammation in horses. In March 2021, Nutra Pharma launched Luxury Feet™, an over-the-counter pain reliever designed specifically to treat foot pain and inflammation especially for women that wear high heels and stilettos. In October of 2021, Nutra Pharma began manufacturing a zeolite detoxifier called Cell Defender for a third party distributor.

Basis of Presentation and Consolidation

The Unaudited Condensed Consolidated Financial Statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K from which the accompanying condensed consolidated balance sheet dated December 31, 2024 was derived.

The accompanying Unaudited Condensed Consolidated Financial Statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. Designer Diagnostics Inc. has been inactive since June 2011. All intercompany transactions and balances have been eliminated in consolidation. The results for the interim period presented are not necessarily indicative of the results that may be expected for the full fiscal year.

Liquidity and Going Concern

Our Unaudited Condensed Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $77,~~636~~266,~~060~~483 at ~~March~~June 3130, 2025. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $1615,~~296~~888,~~563~~753 and a stockholders’ deficit of $1615,~~212~~833,~~837~~260 at ~~March~~June 3130, 2025.

There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

We do not have sufficient cash to sustain our operations for a period of twelve months from the issuance date of this report and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however, proceeds from such funding have not been sufficient to execute our business plan. The Company’s common stock is presently on the OTC Market Group’s Expert Market, which means that the Company’s common stock is not eligible for proprietary broker-deal quotes. As this limits our ability to raise capital, our plan is to attempt to secure adequate funding through notes payable until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern.

F-56

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Use of Estimates

The accompanying Unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as a going concern, the recoverability of inventories and long-lived assets, the recoverability of amounts due from officer, the valuation of certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

Revenue from Contracts with Customers

The Company accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC Topic 606, revenue recognition has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.

Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled upon shipment of products. We record revenues net of promotions and discounts.

Deferred revenue represents cash received from customers in advance of performance under the contract. Such amounts are recognized as revenue when the related performance obligations are satisfied, which typically occurs upon shipment of the products.

Accounting for Shipping and Handling Costs

We account for shipping and handling as fulfilment activities and record amounts billed to customers as revenue and the related shipping and handling costs as cost of sales.

Accounts Receivable and Allowance for Credit Loss

We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts receivable are due 30 days after the issuance of the invoice. The Company maintains an allowance for credit losses to reflect the current expected credit losses (“CECL”) over the contractual life of the receivables. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. No allowance for doubtful accounts is deemed to be required at ~~March~~June 3130, 2025 and December 31, 2024.

F-67

Inventories

Inventories, which are stated at the lower of average cost or net realizable value, consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. We classify inventory as short-term or long-term inventory based on timing of when it is expected to be consumed. The Company regularly reviews inventory quantities on hand. If necessary, it records a net realizable value adjustment for excess and obsolete inventory based primarily on its estimates of product demand and production requirements. Write-downs are charged to cost of sales. We performed an evaluation of our inventory and related accounts at ~~March~~June 3130, 2025 and December 31, 2024, and determined no reserves were necessary.

Financial Instruments

Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value.

Cash and cash equivalents

The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits of $250,000. For the purpose of the condensed 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 ~~March~~June 3130, 2025 and December 31, 2024, the cash balance is $1379,~~843~~069 and $36,447, respectively.

Concentration of Credit Risk

Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. For the three and six months ended ~~March~~June 3130, 2025 ~~and 2024~~, sales to Avini Health (“Avini”), a related party, accounted for approximately 3331% and 4832% of total revenues, respectively. For the three and six months ended June 30, 2024, the same customer accounted for approximately 42% and 44% of total revenues, respectively. As of ~~March~~June 3130, 2025 and December 31, 2024, 69% and 100% of accounts receivable from unrelated parties consisted of reserves due from a single payment processor.

Operating Lease Right-of-Use Asset and Liability

The Company accounts for leases in accordance with Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended (“ASC Topic 842”). This standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance leases.

In accordance with ASC Topic 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether we obtain the right to substantially all the economic benefit from the use of the asset, and whether we have the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The implicit rate within our operating leases are generally not determinable and, therefore, the Company uses the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using our estimated borrowing rate.

The Company subleases a portion of its leased facility. Sublease rental income is recorded as a reduction of general and administrative expenses in the condensed consolidated statements of operations, as the amounts are considered a recovery of operating costs rather than revenue from the Company’s primary operations.

F-78

Derivative Financial Instruments

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to other income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Convertible Debt

The Company adheres to ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU eliminates certain separation models, including the beneficial conversion feature and cash conversion models, so convertible instruments issued after adoption are generally accounted for as a single liability or equity instrument, unless a conversion feature requires separate derivative accounting under ASC 815. ASU 2020-06 also amends diluted EPS guidance.

The Fair Value Measurement Option

We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying condensed consolidated statements of operations.

Derivative Accounting for Convertible Debt and Options and Warrants

The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC Topic 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt are included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair values of the convertible debt, options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Debt Modifications and Extinguishments

The Company evaluates amendments, restatements, or other changes to its debt agreements in accordance with ASC 470-50, Debt — Modifications and Extinguishments. Under this guidance, we determine whether the revised terms represent a modification of the existing debt or an extinguishment of the old debt and issuance of new debt. If the changes are not deemed substantial, the transaction is accounted for as a modification and any associated fees or costs are amortized over the remaining term of the modified debt. If the changes are determined to be substantial, the original debt is considered extinguished, the new debt is recorded at fair value, and any resulting difference between the carrying amount of the old debt and the fair value of the new debt is recognized in earnings as a gain or loss on extinguishment.

F-89

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years.

Long-Lived Assets

The carrying value of long-lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Income Taxes

The Company recorded no income tax expense for the three and six months ended ~~March~~June 3130, 2025 and 2024 because the estimated annual effective ~~tax~~ tax rate was zero. The Company applies the asset and liability method of accounting for income taxes, under which deferred tax assets ~~and~~ and liabilities are recognized for temporary differences between the financial reporting basis and the tax basis of the Company’s ~~assets~~ assets and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation ~~allowance~~ allowance when, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company continues to maintain a full valuation allowance against its net deferred tax assets due to a history of operating losses and the uncertainty regarding the Company’s ability to generate sufficient future taxable income to realize such assets. The Company’s federal and state income tax returns for 2021 to 2024 have not yet been filed as of ~~March~~June 3130, 2025.

Stock-Based Compensation

We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (“ASC Topic 718”) which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Net Income (Loss) Per Share

Net income (loss) per share is calculated in accordance with FASB ASC Topic 260, Earnings per Share. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. Any common shares issued as of a result of the exercise of conversion options would come from newly issued common shares from our remaining authorized shares.

~~F-9~~SCHEDULE OF NET INCOME (LOSS) PER SHARE

The following table summarizes the weighted average securities that were excluded from the diluted per share calculation because for the three months ended March 31, 2025 and 2024, the effect of including these potential shares was antidilutive due to a net loss:

	2025		2024
	Three Months Ended
	June 30,
	2025		2024
Basic and diluted numerator:

Net income (loss) - basic	$	369,577	$	(367,139	)

Effect of dilutive securities:
Change in fair value of convertible notes		43,339		-
Interest on convertible debt		53,084		-
Net income (loss) - diluted	$	466,000	$	(367,139	)

Basic and diluted denominator:

Weighted-average common shares outstanding - basic		7,743,036,280		7,657,102,214

Effect of dilutive securities:
Convertible debt		29,984,749,872		-
Weighted-average common shares outstanding - diluted ⁽¹⁾		37,727,786,152		7,657,102,214

Net income (loss) per share - basic and diluted	$	0.00	$	(0.00	)

(1)	Includes potential common shares that are in excess of authorized shares.

F-10

The following table summarizes the weighted average securities that were excluded from the diluted per share calculation because for the three months ended June 30, 2024, the effect of including these potential shares was antidilutive due to a net loss:

	March 31, 2025		March 31, 2024
	June 30, 2025		June 30, 2024
Convertible notes payable at fair value		~~10,422,078,946~~-		19,~~103~~537,~~707~~028,~~292~~972
Convertible notes payable		~~8,362,385,601~~-		6,~~850~~979,~~466~~649,~~169~~502
Total		~~18,784,464,547~~-		2526,~~954~~516,~~173~~678,~~461~~474

The following table summarizes the weighted average securities that were excluded from the diluted per share calculation because for the six months ended June 30, 2025 and 2024, the effect of including these potential shares was antidilutive due to a net loss:

	June 30, 2025		June 30, 2024
Convertible notes payable at fair value		21,277,479,346		19,537,028,972
Convertible notes payable		9,245,162,386		6,979,649,502
Total		30,522,641,732		26,516,678,474

Segment Reporting

The Company adheres to ASU No. 2023-07, Codification Improvements to Segment Reporting (Topic 280) (“ASU 2023-07”), which provides clarifications and improvements to the existing segment reporting requirements, including updates related to the aggregation criteria, reconciliation of segment measures to condensed consolidated financial statements, and disclosure requirements.

Recent Accounting Pronouncements

Adopted Pronouncements

Effective January 1, 2025, the Company adopted ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) (“ASU 2023-09”), which enhances the existing income tax disclosure requirements by requiring greater disaggregation within the effective tax rate reconciliation and expanded information regarding income taxes paid by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this ASU did not have a material effect on the accompanying condensed consolidated financial statements.

Not Yet Effective Pronouncements

The Company has evaluated the impact of the following recently issued accounting standards, which have not yet been adopted as of ~~March~~June 3130, 2025:

ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Accounting for Convertible Debt Instruments (“ASU 2024-04”), amends existing guidance to clarify and refine the recognition, measurement, presentation, and disclosure requirements for certain convertible debt arrangements, including matters related to classification, embedded features, and related disclosures. The amendments are intended to improve consistency and comparability in the accounting for convertible debt instruments. This guidance is effective for the Company beginning January 1, 2026. The Company is in the process of evaluating the impact of adopting this standard on its condensed consolidated financial statements.

ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Improvements to Credit Loss Guidance (“ASU 2025-05”), amends the existing guidance under the current expected credit losses (“CECL”) model to clarify and refine the requirements related to the measurement, presentation, and disclosure of credit losses for financial assets measured at amortized cost. This guidance is effective for the Company beginning January 1, 2026. The Company is in the process of evaluating the impact of adopting this standard on its condensed consolidated financial statements.

All other newly issued accounting pronouncements ~~but~~that are not yet effective have been deemed either immaterial or not applicable.

2. FAIR VALUE MEASUREMENTS

Certain assets and liabilities that are measured at fair value on a recurring basis at ~~March~~June 3130, 2025 and December 31, 2024 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the condensed consolidated financial statements.

The statement requires fair value measurement be classified and disclosed in one of the following three categories:

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;
Level 2:	Quoted prices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3:	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

F-1011

The following table summarizes our financial instruments measured at fair value at ~~March~~June 3130, 2025 and December 31, 2024:

Total

Level 1

Level 2

Level 3

Fair Value Measurements at March 31, 2025

Fair Value Measurements at June 30, 2025

Total

Level 1

Level 2

Level 3

Liabilities:

Derivative liabilities

1924,~~672,477~~516

Convertible notes at fair value

2,~~084~~127,~~409~~748

	Total		Level 1		Level 2		Level 3
	Fair Value Measurements at December 31, 2024
	Total		Level 1		Level 2		Level 3
Liabilities:
Derivative liabilities	$	708,115	$	-	$	708,115	$	-
Convertible notes at fair value	$	2,041,464	$	-	$	-	$	2,041,464

We valued derivative liabilities using the number of potential convertible shares for convertible notes with fixed conversion price that are recorded at amortized cost times the closing stock price of our restricted common stock at ~~March~~June 3130, 2025. These derivative liabilities are recorded due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit and the equity environment is tainted, and therefore all convertible debt should be accounted for as liabilities.

The following table summarizes assumptions and the significant terms of the convertible notes for which the entire hybrid instrument is recorded at fair value at ~~March~~June 3130, 2025 and December 31, 2024:

						Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period
Debenture	Face Amount		Interest Rate	Default Interest Rate	Discount Rate	Anti-Dilution Adjusted Price	% of stock price for look-back period		~~Look-back Period~~	Look-back Period
March 31, 2025	$	663,529	8%-10%	19%-24%	N/A	$0.0001-$0.00012	50%-60%		3 to 25 Days
June 30, 2025	$	663,529	8%-10%	19%-24%	N/A	$0.00005-$0.00006		50%-60%		3 to 25 Days
December 31, 2024	$	663,529	8%-10%	19%-24%	N/A	$0.00005-$0.00006	~~50%-60%~~	50%-60%	~~3 to 25 Days~~	3 to 25 Days

F-1112

Using the stated assumptions summarized in the table above, we calculated the inception date and reporting period fair values of each note issued. The following table shows the changes in fair value measurements for the convertible notes at fair value using significant unobservable inputs (Level 3) during the ~~three~~six months ended ~~March~~June 3130, 2025 and the year ended December 31, 2024:

Description	~~March~~June 3130, 2025		December 31, 2024
Beginning balance	$	2,041,464	$	1,867,421
Loss from change in fair value (1)		4286,~~945~~284		174,043
Ending balance	$	2,~~084~~127,~~409~~748	$	2,041,464

(1)	The losses related to the valuation of the convertible notes are included in “Change in fair value of convertible notes and derivatives” in the accompanying unaudited condensed consolidated statements of operations.

3. INVENTORIES

Inventories are valued at the lower of cost or net realizable value on an average cost basis. At ~~March~~June 3130, 2025 and December 31, 2024, inventories were as follows:

SCHEDULE OF INVENTORIES

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Raw Materials	$	~~121~~114,670		$	125,170
Finished Goods		78,~~071~~658			7,196
Total Inventories		~~128~~123,~~741~~328			132,366
Less: Long-term inventory		(~~111~~107,~~170~~670	)		(114,670	)
Current portion	$	1715,~~571~~658		$	17,696

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at ~~March~~June 3130, 2025 and December 31, 2024:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Furniture and fixtures	$	29,787		$	20,805
Lab equipment		54,274			37,204
Total		84,061			58,009
Less: Accumulated depreciation		(4952,~~752~~915	)		(47,607	)
Property and equipment, net	$	3431,~~309~~146		$	10,402

We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At ~~March~~June 3130, 2025, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the three-months ended ~~March 31,~~June 30, 2025 and 2024 was $23,~~145~~163 and $1,860, respectively. Depreciation expense for the six-months ended June 30, 2025 and 2024 was $5,308 and $3,720, respectively.

F-1213

5. DUE TO/FROM OFFICERS

At ~~March~~June 3130, 2025 and December 31, 2024, the balance due to Rik Deitsch, the Company’s former CEO, and the companies majority owned and controlled by him (collectively referred to as “Due to Officer”) in the aggregate is $1,~~068~~131,~~067~~833 and $986,264, respectively,. ~~which~~The balance is unsecured. ~~and~~A ~~accruing~~portion of the balance accrues interest at 4% per annum, while the remaining portion is non-interest bearing and relates to amounts due to companies majority owned and controlled by him. Accrued interest is included in the “Due to officer” balance on the accompanying condensed consolidated balance sheets.

During the ~~three~~six months ended ~~March~~June 3130, 2025, in the aggregate, we repaid $70145,~~053~~352 and were advanced $~~151~~290,~~378~~258. During the ~~three~~six months ended ~~March~~ 31June 30, 2024, in the aggregate, we repaid $4563,~~823~~876 and were advanced $~~124~~257,~~529~~779.

Interest expense related to amounts due to the officer was $~~476~~185 and $~~1,086~~954 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively. Interest expense related to amounts due to the officer was $661 and $2,040 for the six months ended June 30, 2025 and 2024, respectively. The Company had fully reserved receivables from companies owned by him. The reserve was $177,261 as of ~~March~~June 3130, 2025 and December 31, 2024.

During March 2024, upon the appointment of Michael Flax as the Company’s Chief Executive Officer, the Company reclassified convertible notes payable totaling $253,000 with original issuance discounts of $33,000, which were issued during 2021 and 2022, to due to officer. The notes bear a conversion price of $0.0008 per share and have a contractual maturity of one year from their respective funding dates. The notes are currently in default.

These transactions were not conducted on an arm’s-length basis and, as such, may differ from the terms that would have been negotiated with an unrelated third party.

6. DEBTS

Debts consist of the following at ~~March~~June 3130, 2025 and December 31, 2024:

SCHEDULE OF DEBT

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Notes payable – Unrelated third parties (Net of discount of $29,095 and $44,310, respectively) (1)	$	1,188,685		$	1,249,396
Notes payable – Unrelated third parties (Net of discount of $13,340 and $44,310, respectively) (1)	$	1,140,455		$	1,249,396
Convertible notes payable – Unrelated third parties (Net of discount of $121,062 and $11,010, respectively) (2)		5,409,771			4,964,684
Convertible notes payable – Unrelated third parties (Net of discount of $170,228 and $11,010, respectively) (2)		5,841,855			4,964,684
Convertible notes payable, at fair value (3)		2,~~084~~127,~~409~~748			2,041,464
Other advances from an unrelated third party (4)		225,000			225,000
SBA notes payable (5)		149,169			149,169
Ending balances		9,~~057~~484,~~034~~227			8,629,713
Less: Long-term portion- SBA notes payable		(~~139~~138,~~336~~447	)		(140,217	)
Current portion	$	89,~~917~~345,~~698~~780		$	8,489,496

(1) At ~~March~~June 3130, 2025 and December 31, 2024, the balance of $1,~~188~~140,~~685~~455 and $1,249,396 net of discount of $2913,~~095~~340 and $44,310, respectively, consisted of the following loans:

● In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by a former director of the Company. The Notes carry interest at 12% annually and were originally due on the date that was six-months from the execution and funding of the note. The notes were convertible into shares of Company’s common stock at a conversion price of $0.008 per share. AtThe ~~March~~total ~~31,~~liability ~~2025~~recorded ~~and~~prior ~~December~~to ~~31,~~the ~~2024~~settlement on May 19, we2025 ~~owed~~was ~~principal~~$178,526, ~~balance~~consisting of $91,156, in principal and $87,370 in accrued interest. ofThe Company entered into a settlement agreement for $87125,~~370~~000, ~~and~~resulting in a gain on settlement of $8453,~~671~~526, ~~respectively~~which was recognized during the three and six months ended June 30, 2025 within net gain (loss) on settlement of debt in the accompanying condensed unaudited consolidated statements of operations. ~~The~~During ~~remaining~~the ~~principal~~second ~~balance~~quarter of 2025, the Company made repayments totaling $9145,~~156~~000, ~~and~~of which $33,844 was applied to accrued interest ofand $8711,~~370~~156 ~~are~~was ~~subject~~applied to ~~litigation~~principal. As of June 30, 2025 and aDecember ~~settlement~~31, 2024, the outstanding principal balance was ~~reached~~$80,000 inand ~~May~~$91,156, ~~2025~~respectively, ~~(See~~and ~~Note~~accrued 11interest was $0 and ~~Note~~$84,671, ~~15)~~respectively. The remaining balance was fully repaid in February 2026.

F-13

● On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. We signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011 (this includes a $25,000 penalty for non-payment). We repaid $25,000 during 2012. We did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in June 2012. In August 2013, the debt of $281,772 reverted back to LPR and remains outstanding at March 31, 2025 and December 31, 2024. ● At December 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge. The debt of $55,410 reverted back to University Centre West Ltd. and is currently outstanding and carries no interest. ● In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2025 and December 31, 2024, the accrued interest is $9,075 and $8,825, respectively. ● In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement. At March 31, 2025 and December 31, 2024, the outstanding principal balance is $50,000 and accrued interest is $113,834 and $110,834, respectively. ● In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2025 and December 31, 2024, the outstanding principal balance is $50,000 and accrued interest is $107,034 and $104,034, respectively. ● A promissory note originally issued to an unrelated third party in August 2016 was restated in September 2019 in the amount of $333,543 bearing monthly interest at a rate of 2.0% and was due September 2020. The Note is in default and negotiation of settlement. At March 31, 2025 and December 31, 2024, the principal balance is $333,543, and the accrued interest is $451,172 and $431,159, respectively. ● On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. In March 2018, $15,000 of the principal balance of the note was assigned to an unrelated third party and is in negotiation of settlement. In February 2020, the remaining principal balance of $60,000 and accrued interest of $15,900 was restated in the form of a Convertible Note (See Note 6(4)). At March 31, 2025 and December 31, 2024, the principal balance outstanding is $15,000, and the accrued interest is $1,371.

F-14

● InOn ~~October~~August ~~2016~~2, we2011 ~~issued~~under a ~~promissory~~settlement ~~note~~agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to anpay ~~unrelated~~LPR ~~third~~a ~~party~~total of $350,000 in ~~the~~monthly ~~amount~~installments of $50,000 ~~bearing~~beginning ~~monthly~~August ~~interest~~15, 2011 and ending on February 15, 2012. We signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011 (this includes a ~~rate~~$25,000 ofpenalty 2%for non-payment). ~~The~~We ~~note~~repaid ~~was~~$25,000 ~~due~~during in2012. ~~six~~We ~~months~~did ~~from~~not make all of the ~~execution~~payments under such amendment and ~~funding~~as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the ~~note~~initial $350,000 plus total default penalties of $100,000). ~~The~~LPR sold the note isto inSouthridge ~~default~~Partners, ~~and~~LLP in(“Southridge”) ~~negotiation~~for consideration of ~~settlement~~$281,772 in June 2012. AtIn ~~March~~August 312013, the debt of $281,772 reverted back to LPR and remains outstanding at June 30, 2025 and December 31, 2024. ● At December 31, ~~the~~2012, ~~accrued~~we ~~interest~~owed isUniversity Centre West Ltd. approximately $~~103~~55,~~334~~410 for rent, which was assigned and sold to Southridge. The debt of $~~100~~55,~~334,~~410 ~~respectively~~reverted back to University Centre West Ltd. and is currently outstanding and carries no interest. ● In ~~June~~April ~~2017~~2016, we issued a promissory note to an unrelated third party in the amount of $1210,~~500~~000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At ~~March~~June 3130, 2025 and December 31, 2024, the accrued interest is $9,~~865~~328 and $98,~~552~~825, respectively. ● ~~During~~In ~~July~~May ~~2017~~2016, wethe ~~received~~Company aissued ~~loan for~~ a ~~total~~promissory ofnote ~~$200,000~~to ~~from~~ an unrelated third party. ~~The~~in ~~loan~~the ~~was~~amount ~~repaid~~of ~~through~~$75,000 ~~scheduled~~bearing ~~payments~~monthly ~~through~~interest ~~August~~at ~~2017~~a ~~along~~rate ~~with~~of ~~interest on average 15~~2% ~~annum~~. ~~During~~The ~~June~~note ~~2018,~~was ~~the~~due ~~loan~~in ~~was~~six ~~settled~~months ~~with~~from ~~two~~the ~~unrelated~~execution ~~third~~and ~~parties~~funding ~~for~~of ~~$130,401~~the ~~and~~note. ~~$40,000,~~During ~~respectively~~April 2017, ~~with~~we accepted the ~~monthly~~offer ~~scheduled~~of ~~repayments~~a ofsettlement ~~approximately~~to $issue 5,000 ~~and $2~~,000 ~~per~~common ~~month~~shares toas ~~each~~a ~~unrelated~~repayment ~~party through July 2020. The Company repaid an aggregate~~ of $~~136~~25,~~527 over the four years from 2018 through 2021~~000. The ~~portion~~note ofis ~~settlement~~in ofdefault ~~$130,401~~and ~~was repaid~~ in ~~full~~negotiation as of ~~March 31, 2021~~settlement. At ~~March~~June 3130, 2025 and December 31, 2024, the outstanding principal balance is $3350,~~874~~000 and isaccrued ininterest ~~default~~is $116,867 and ~~negotiation~~$110,834, ~~of settlement~~respectively. ● In ~~July~~June ~~2017~~2016, wethe Company issued a promissory note to an unrelated third party in the amount of $50,000 ~~with~~bearing ~~original~~monthly ~~issue~~interest ~~discount~~at a rate of ~~$10,000~~2%. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At ~~March~~June 3130, 2025 and December 31, 2024, the outstanding principal balance ~~of the note~~ is $50,000. ●and Inaccrued ~~November~~interest ~~2017~~is $110,067 weand ~~issued~~$104,034, arespectively. ● A promissory note originally issued to an unrelated third party in ~~the~~August ~~amount~~2016 ofwas ~~$120,000~~restated ~~with~~in ~~original~~September ~~issuance~~2019 ~~discount~~in ofthe ~~$20,000.~~amount ~~During~~of ~~March 2020,~~ $50333,~~000~~543 ofbearing ~~the~~monthly ~~Note~~interest ~~was~~at ~~settled for 125,000,000 shares with~~ a ~~fair~~rate ~~value~~ of ~~$87,500~~2.0% ~~The~~and ~~remaining balance of $70,000~~ was ~~restated~~due ~~with~~September ~~additional~~2020. ~~issuance~~The ~~discount~~Note ofis ~~$14,000.~~in Wedefault ~~repaid~~and anegotiation ~~total~~ of ~~$15,000 during 2022~~settlement. At ~~March~~June 3130, 2025 and December 31, 2024, the ~~outstanding~~ principal balance ~~of the loan~~ is $69333,~~000~~543, and isthe inaccrued ~~default~~interest ~~and~~is ~~negotiation~~$471,407 ofand ~~further~~$431,159, ~~settlement~~respectively. ● InOn ~~November~~September ~~2017~~26, 2016, we issued a promissory note to an unrelated third party in the amount of $1875,000 ~~with~~bearing ~~original~~interest ~~issuance~~at ~~discount~~10% ~~of $3,000~~annually. The note ~~is in default and in negotiation of settlement. The note~~ was due in ~~six~~one ~~months~~year from the execution and funding of the note. AtIn March 312018, ~~2025 and December 31~~$15,000 ~~2024,~~of the principal balance of the note was assigned to an unrelated third party and is in negotiation of settlement. In February 2020, the remaining principal balance of $1860,000 and ~~the~~ accrued interest isof $215,~~000.~~900 ~~The~~was ~~accrued~~restated ~~interest~~in ~~represents~~the form of a ~~one-time~~Convertible ~~amount~~Note (See Note 6(4)). At June 30, 2025 and noDecember ~~further~~31, ~~interest~~2024, the principal balance outstanding is ~~accruing~~$15,000, onand the ~~note~~accrued interest is $1,371.

F-15

● In October ~~2024~~2016, ~~the~~we ~~Company~~issued ~~entered~~a ~~into~~promissory anote ~~Purchase~~to ~~and~~an ~~Sale~~unrelated third party in the amount of ~~Future~~$50,000 ~~Receipts~~bearing ~~Agreement~~monthly ~~with~~interest at a ~~third~~rate ~~party~~of 2%. ~~Pursuant~~The tonote ~~this~~was ~~agreement,~~due in six months from the ~~buyer~~execution ~~purchased~~and ~~$99,400~~funding of the ~~Company’s~~note. ~~future~~The ~~receivables~~note is in ~~exchange~~default ~~for~~and ~~total~~in ~~proceeds~~negotiation of ~~$68~~settlement. At June 30,~~550~~ 2025 and December 31, on2024, athe ~~non-recourse~~accrued ~~basis.~~interest ~~The~~is ~~Company~~$106,367 ~~authorized~~and ~~the~~$100,334, ~~buyer~~respectively. to● ~~debit~~In ~~its~~June ~~bank~~2017, ~~account~~we atissued a ~~specified~~promissory ~~remittance~~note ~~frequency~~to ~~until~~an ~~the~~unrelated ~~full~~third ~~purchased~~party in the amount of $9912,~~400~~500 ~~was~~bearing ~~collected~~interest at 10% annually. InThe ~~connection~~note ~~with~~was ~~this~~due ~~transaction,~~in ~~the~~one ~~Company~~year ~~recorded~~from athe ~~total~~execution ~~debt~~and ~~discount~~funding of ~~$30,850~~the ~~related~~note. toThe ~~loan~~note ~~origination~~is ~~fees~~in default and ~~issuance~~in ~~costs,~~negotiation ~~which~~of issettlement. ~~being~~At ~~amortized~~June ~~over~~30, ~~the~~2025 ~~term~~and ofDecember 31, 2024, the ~~agreement.~~accrued ~~Repayment~~interest ofis $1910,~~449~~181 ~~was~~and ~~made~~$9,552, ~~during~~respectively. ~~2024~~● During July 2017, ~~and~~we ~~repayment~~received a loan for a total of $28200,~~093~~000 from an unrelated third party. The loan was ~~made~~repaid ~~during~~through ~~the~~scheduled ~~three~~payments ~~months~~through ~~ended~~August ~~March~~2017 ~~31,~~along ~~2025.~~with ~~Amortization~~interest ~~for~~on ~~the~~average ~~three~~15% ~~months~~annum. ~~ended~~During ~~March~~June 312018, ~~2025~~the loan was settled with two unrelated third parties for $8130,~~715.~~401 Atand ~~March~~$40,000, 31respectively, ~~2025~~with ~~and~~the ~~December~~monthly 31scheduled repayments of approximately $5,000 ~~2024~~and $2,000 ~~the~~per ~~principal~~month ~~balance,~~to ~~net~~each ofunrelated ~~debt~~party ~~discount~~through July 2020. The Company repaid an aggregate of $16136,~~095~~527 ~~and~~over the four years from 2018 through 2021. The portion of settlement of $24130,~~810,~~401 was ~~$35,763~~repaid ~~and~~in ~~$55~~full as of March 31,~~141,~~ ~~respectively~~2021. ●At OnJune 30, 2025 and December 631, 2024, the ~~Company~~outstanding ~~received~~principal abalance is $2533,~~000~~874 ~~cash~~and ~~advance~~is toin ~~address~~default aand ~~temporary~~negotiation ~~liquidity~~of ~~shortage~~settlement. No● ~~formal~~In ~~loan~~July ~~agreement was executed~~2017, aswe ~~the~~issued ~~advance~~a ~~was~~promissory ~~intended~~note to bean ~~repaid~~unrelated ~~within~~third party in the ~~month~~amount of $50,000 with original issue discount of $10,000. The ~~repayment~~note was ~~made~~due onin ~~January~~six 3,months ~~2025~~from the execution and funding of the note. The ~~principal~~note ~~balance~~is ~~outstanding~~in asdefault and in negotiation of ~~March~~settlement. 31At June 30, 2025 and December 31, 2024, ~~was~~the $0principal ~~and~~balance of the note is $2550,000~~, respectively~~. ● OnIn ~~December~~November 312017, ~~2024,~~we ~~the~~issued ~~Company~~a ~~entered~~promissory ~~into~~note ato ~~Purchase~~an ~~and~~unrelated ~~Sale~~third ofparty ~~Future~~in ~~Receipts~~the ~~Agreement~~amount ~~with~~of a$120,000 ~~third~~with ~~party.~~original ~~Pursuant~~issuance todiscount ~~this~~of ~~agreement~~$20,000. ~~the~~During ~~buyer~~March ~~purchased~~2020, $6850,~~500~~000 of the ~~Company’s~~Note ~~future~~was ~~receivables~~settled ~~in exchange~~ for ~~total proceeds of $49~~125,000,000 onshares with a ~~non-recourse~~fair ~~basis~~value of $87,500. The ~~Company~~remaining ~~authorized~~balance ~~the~~of ~~buyer~~$70,000 towas ~~debit~~restated ~~its~~with ~~bank~~additional ~~account~~issuance atdiscount aof ~~specified~~$14,000. ~~remittance~~We ~~frequency~~repaid ~~until~~a ~~the~~total ~~full purchased amount~~ of $6815,~~500~~000 ~~was~~during ~~collected~~2022. InAt ~~connection~~June ~~with~~30, ~~this~~2025 ~~transaction~~and December 31, 2024, the ~~Company~~outstanding ~~recorded~~principal abalance ~~total~~of ~~debt~~the ~~discount~~loan ofis $1969,~~500~~000, ~~related~~and tois ~~loan~~in ~~origination~~default ~~fees~~ and ~~issuance~~negotiation ~~costs~~of further settlement. ● In November 2017, ~~which~~we isissued ~~being~~a ~~amortized~~promissory ~~over~~note to an unrelated third party in the ~~term~~amount of ~~the~~$18,000 ~~agreement.~~with ~~Repayment~~original issuance discount of $223,~~834~~000. ~~was~~The ~~made~~note ~~during~~is ~~the~~in ~~first~~default ~~quarter~~and in negotiation of ~~2025~~settlement. ~~Amortization~~The ~~for~~note ~~the~~was ~~three~~due in six months ~~ended~~from ~~March~~the ~~31,~~execution ~~2025~~and ~~was~~funding ~~$6,500~~of the note. At ~~March~~June 3130, 2025 and December 31, 2024, the principal balance, ~~net~~ of ~~debt~~the ~~discount~~note ofis $1318,000 and ~~$19,500,~~the ~~was~~accrued ~~$32,666~~interest ~~and~~is $492,000,. ~~respectively~~The accrued interest represents a one-time amount and no further interest is accruing on the note.

(2) At March 31, 2025 and December 31, 2024, the balance of $5,409,771 and $4,964,684 net of discount of $121,062 and $11,010, respectively, consisted of the following convertible loans:

● In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000 and a conversion option at $0.001 per share. The note was due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At March 31, 2025 and December 31, 2024, the principal balance of the note is $60,000. ● During January through December 2018, we issued convertible notes payable to 14 unrelated third parties for a total of $525,150 with original issue discount of $44,150. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.0003 to $0.001 per share. During May 2019, we restated two convertible notes payable with additional original issuance discount of $6,400. The two restated notes were due in August 2020 and are in default. At March 31, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2018 was $531,550. ● During February 2019, the Company issued convertible notes payable totaling $55,000 with an original issuance discount of $5,000. The notes are convertible into shares of the Company’s common stock at a conversion price of $0.0005 per share. During August and October 2020, the notes were amended to include additional original issuance discounts of $9,200 and were accompanied by the issuance of warrants. All warrants associated with these notes expired during 2022. The Notes are in default and negotiation of settlement.

● During November 2019, we issued a convertible promissory note to an unrelated third party for $137,500 with original issuance discount of $12,500. The note was due nine months from the execution and funding of the notes. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price of $0.000275. The Note is in default and negotiation of settlement. At March 31, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2019 was $201,700. ● During the year ended December 31, 2020, the Company issued convertible notes payable of $555,600 with an original issuance discount of $53,600. $287,400 of these notes were due in a year, and $268,200 of the Notes were due in six months from the execution and funding of each note. The notes are convertible into shares of the Company’s common stock at a conversion price ranging from $0.0002 to $0.0008 per share. In May 2022, $16,500 of the notes issued in November 2020 were settled through the issuance of common stock. At March 31, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2020 was $539,100. The notes are currently in default and under negotiation for settlement. ● During 2021, we issued convertible promissory notes to unrelated third parties totaling $2,480,043 with original issuance discounts of $323,484. The Noteholders have the right to convert the notes into shares of Common Stock at a conversion price ranging from $0.0003 to $0.002 per share. The notes were due one year from the execution and funding of the notes. On January 1, 2022, $228,563 of the Notes issued during January to April 2021 were amended to extend the due date to August 29, 2022. The notes are currently in default and under negotiation for settlement.

F-16

● ~~During~~In ~~August~~October ~~2021~~2024,a ~~promissory~~the ~~note~~Company ofentered ~~$166,926~~into ~~was~~a ~~restated~~Purchase inand ~~the~~Sale ~~form~~ of aFuture ~~convertible~~Receipts ~~note~~Agreement atwith a ~~fixed~~third ~~conversion price of $0~~party.~~002~~ ~~per~~Pursuant ~~share.~~to ~~The~~this ~~restated~~agreement, ~~balance~~the ~~was~~buyer purchased $~~183~~99,~~619~~400 ~~with~~of anthe ~~original~~Company’s ~~issuance~~future ~~discount~~receivables in exchange for total proceeds of $1668,~~693~~550, ~~and~~on ~~was~~a ~~due~~non-recourse ~~February 2022~~basis. ~~During~~The ~~February~~Company ~~2022,~~authorized wethe ~~issued~~buyer ~~20,866,250~~to ~~shares~~debit ofits ~~common~~bank ~~stock~~account toat ~~satisfy~~a ~~the~~specified ~~principal~~remittance ~~balance~~frequency ofuntil ~~$16,693.~~the ~~The~~full ~~remaining~~purchased ~~balance~~amount of $~~166~~99,~~926~~400 was ~~further~~collected. ~~restated~~In ~~into~~connection awith ~~convertible~~this ~~note~~transaction, ~~with~~the Company recorded a ~~fixed~~total ~~conversion~~debt ~~price~~discount of $~~0.002~~30,850 ~~per~~related ~~share~~to loan origination fees and issuance costs, ~~maturing~~which inis ~~August~~being ~~2022.~~amortized Inover ~~August~~the ~~2022,~~term of the ~~balance~~agreement. Repayment of $~~166~~19,~~926~~449 was ~~further~~made ~~restated~~during ~~with~~2024, anand ~~original~~repayment ~~issuance discount~~ of $1656,~~693~~186 inwas ~~the~~made ~~form~~during ofthe asix ~~convertible~~months ~~note~~ended atJune a30, ~~fixed~~2025. ~~conversion~~Amortization ~~price~~for ofthe ~~$0.002~~three ~~per~~and ~~share~~six ~~due~~months ~~February~~ended ~~2023~~June 30, ~~provided~~2025 ~~that~~was ~~our~~$8,715 ~~agreement~~and ~~to repay~~ $1617,~~693~~430, inrespectively. ~~cash~~At byJune ~~October 2022. However~~30, we2025 ~~failed~~and toDecember ~~meet~~31, ~~this~~2024, ~~repayment~~the ~~obligation.~~principal ~~As a result~~balance, ~~the~~net ~~convertible~~of ~~note~~debt ~~amount~~discount ~~increased~~of to $~~200~~7,~~312~~380 ~~(including~~and $~~166~~24,~~926~~810, was $16,~~693,~~385 and ~~an original issuance discount of~~ $1655,~~693)~~141, ~~with~~respectively. a● ~~fixed~~On ~~conversion~~December ~~price~~6, ~~of $0.002 per share~~2024, ~~due~~the ~~February 2023. The~~ Company ~~made~~received a ~~payment of~~ $525,000, ~~which~~cash ~~was~~advance ~~applied~~to ~~against~~address ~~accrued~~a ~~late~~temporary ~~payment~~liquidity ~~penalties~~shortage. inNo ~~2023.~~formal Inloan ~~February~~agreement ~~2024~~was executed, as the ~~principal~~advance ~~balance~~was ~~and~~intended ~~the~~to ~~related~~be ~~penalty~~repaid ~~for~~within athe ~~total~~month. ofThe ~~$224,920~~repayment ~~were~~was ~~restated.~~made ~~35,000,000~~on ~~shares~~January of3, ~~common~~2025. ~~stock~~The ~~were~~principal ~~issued~~balance inoutstanding ~~satisfaction~~as of ~~$24~~June 30,~~920~~ of2025 ~~the~~and ~~outstanding~~December ~~balance~~31, ~~with~~2024 ~~the~~was ~~remaining~~$0 and $~~200~~25,000, ~~restated~~respectively. as● aOn ~~principal~~December ~~subject~~31, to2024, anthe ~~additional~~Company ~~15%~~entered ~~OID.~~into ~~The~~a ~~fair~~Purchase ~~value~~and Sale of ~~the~~Future ~~shares~~Receipts ~~issued~~Agreement ~~was~~with ~~$3,500,~~a ~~resulting~~third inparty. aPursuant ~~gain~~to ofthis ~~$21~~agreement,~~420,~~ ~~which~~the ~~was~~buyer ~~recognized~~purchased as$68,500 ~~a gain on settlement~~ of ~~debt~~the ~~and~~Company’s ~~accrued~~future ~~expense~~receivables in ~~the~~exchange ~~accompanying~~for ~~condensed~~total ~~consolidated~~proceeds ~~statements~~ of ~~operations~~$49,000, ~~for~~on ~~the~~a ~~first~~non-recourse ~~quarter of 2024~~basis. The ~~restated~~Company ~~note~~authorized ~~was~~the ~~due~~buyer into ~~February~~debit ~~2025~~its ~~and~~bank ~~convertible~~account at a ~~fixed~~specified ~~price~~remittance frequency until the full purchased amount of $~~0.0008~~68,500 ~~per~~was ~~share~~collected. In ~~February~~connection ~~2025~~with this transaction, the ~~note~~Company ~~was~~recorded ~~further~~a ~~restated,~~total ~~with~~debt ~~the~~discount ~~principal balance~~ of $~~230~~19,~~000~~500 ~~subject~~related to anloan ~~additional~~origination ~~15%~~fees ~~OID~~and issuance costs, which ~~increased~~is being amortized over the ~~principal~~term ~~balance~~of tothe agreement. Repayment of $~~264~~47,~~500~~570 ~~while~~was ~~maintaining~~made during the ~~same~~six ~~fixed~~months ~~conversion~~ended ~~price~~June ~~and~~30, ~~personal guarantee~~2025. Amortization ~~of debt discount~~ for the three and six months ended ~~March~~June 3130, 2025 ~~and 2024~~ was $87,~~250~~040 and $513,~~000, respectively~~540. ~~The~~At ~~principal~~June ~~balance~~30, ~~net~~2025 ofand ~~unamortized~~December ~~debt discount of $28~~31,~~750,~~ ~~was $235~~2024,~~750~~ asthe ~~of March 31, 2025. The~~ principal balance, net of ~~unamortized~~ debt discount of $25,~~500,~~960 ~~was~~and ~~227~~$19,500, ~~as of December 31, 2024. In February 2026, the note~~ was ~~further restated~~$14,970 ~~with~~and ~~the principal balance of~~ $~~264~~49,~~500 subject to an additional 15% OID~~000, ~~while maintaining the same fixed conversion price of $0~~respectively.~~0008 and personal guarantee.~~

●(2) ~~During~~At ~~2022~~June 30, we2025 ~~issued~~and ~~convertible~~December ~~promissory notes to unrelated third parties totaling $874~~31,~~000~~ ~~with original issuance discounts of $114~~2024,~~000.~~ ~~The noteholders have~~ the ~~right~~balance ~~to convert the notes into shares~~ of ~~common stock at conversion prices ranging from~~ $~~0.0005 to $0.0008 per share~~5,841,855 and the notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation for settlement. ● During 2022, convertible promissory notes totaling $~~339~~4,~~825~~964,684 ~~were~~net ~~amended~~of ~~to add additional original issuance~~ discount ~~for a total~~ of $50170,~~974~~228 and ~~matured in July 2023. The notes are currently in default and under negotiation for settlement. ● During 2022, the Company settled a total of~~ $~~143~~11,~~000 of convertible promissory notes~~010, ~~of which $108~~respectively,~~500~~ ~~was~~consisted ~~settled through the issuance~~ of ~~shares of common stock, with~~ the ~~remaining~~following ~~balance repaid in cash. ● In February and November 2023, the Company settled two~~ convertible ~~notes which had a conversion price of $0.0008, with total cash payments of $7,250, resulting in a $350 loss on settlement during the first quarter of 2023.~~loans:

● ~~During~~In ~~the~~October ~~third~~2017, ~~quarter~~we ofissued ~~2023,~~a ~~the~~promissory ~~Company~~note ~~settled~~to ~~convertible~~an ~~promissory~~unrelated ~~notes~~third party in the amount of $1160,~~500,~~000 ~~which~~with ~~had~~original issuance discount of $10,000 and a conversion ~~price~~option ofat $0.~~002~~001 per share. The ~~Company~~note ~~completed~~was ~~repayment~~due in six months from the ~~fourth~~execution ~~quarter~~and funding of ~~2023,~~the ~~with~~note. ~~$13,000~~The loan is in ~~cash~~default ~~repayments~~and in negotiation of settlement. ●At ~~During~~June ~~2023~~30, 2025 and December 31, 2024, the ~~Company~~principal ~~amended~~balance ~~convertible~~of ~~promissory~~the ~~notes~~note ~~totaling~~is $~~197~~60,~~025~~000. ● During January through December 2018, we issued convertible notes payable to ~~add~~14 ~~aggregate~~unrelated ~~original~~third ~~issuance~~parties ~~discounts~~for a total of $29525,~~554,~~150 ~~which~~with ~~extended~~original ~~the~~issue ~~due~~discount ~~dates~~of ~~by twelve months~~$44,150. toThe ~~various~~notes ~~dates~~were due in ~~January,~~six ~~May,~~months from the execution and ~~July~~funding ~~2024~~of each note. The notes are ~~currently~~convertible ininto ~~default~~shares ~~and~~of ~~under~~Company’s ~~negotiation~~common ~~for~~stock ~~settlement~~at a fixed conversion price ranging from $0.0003 ●to $0.001 per share. During ~~2023~~May 2019, ~~the~~we ~~Company~~restated ~~issued~~two convertible ~~promissory~~notes payable with additional original issuance discount of $6,400. The two restated notes towere ~~unrelated~~due ~~third~~in ~~parties~~August ~~with~~2020 aand ~~fixed~~are ~~conversion~~in ~~price~~default. At June 30, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2018 was $0531,550.~~0006~~ ~~per~~● ~~share~~During February 2019, the Company issued convertible notes payable totaling $~~146~~55,~~338~~000 with aan ~~combined~~ original issuance discount of $195,~~088~~000. OfThe ~~these,~~notes ~~$17,250~~are convertible into shares of the ~~notes~~Company’s ~~are~~common ~~under~~stock at a ~~personal~~conversion ~~guarantee~~price of $0.0005 ~~All~~per share. During August and October 2020, the notes were ~~due~~amended ~~one~~to ~~year~~include ~~from~~additional ~~their~~original ~~respective~~issuance ~~execution~~discounts of $9,200 and ~~funding~~were ~~dates~~accompanied by the issuance of warrants. ~~The~~All warrants associated with these notes ~~are~~expired ~~currently~~during 2022. The Notes are in default and ~~under~~ negotiation ~~for~~of settlement.

	●	During November 2019, we issued a convertible promissory note to an unrelated third party for $137,500 with original issuance discount of $12,500. The note was due nine months from the execution and funding of the notes. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price of $0.000275. The Note is in default and negotiation of settlement.

		At June 30, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2019 was $201,700.

	●	During the year ended December 31, 2020, the Company issued convertible notes payable of $555,600 with an original issuance discount of $53,600. $287,400 of these notes were due in a year, and $268,200 of the Notes were due in six months from the execution and funding of each note. The notes are convertible into shares of the Company’s common stock at a fixed conversion price ranging from $0.0002 to $0.0008 per share. In May 2022, $16,500 of the notes issued in November 2020 were settled through the issuance of common stock. At June 30, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2020 was $539,100. The notes are currently in default and under negotiation for settlement.

	●	During 2021, we issued convertible promissory notes to unrelated third parties totaling $2,480,043 with original issuance discounts of $323,484. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price ranging from $0.0003 to $0.002 per share. The notes were due one year from the execution and funding of the notes. On January 1, 2022, $228,563 of the Notes issued during January to April 2021 were amended to extend the due date to August 29, 2022. The notes are currently in default and under negotiation for settlement.

F-17

● During ~~2024~~August 2021, a ~~convertible~~ promissory note of $53166,~~230~~926 was ~~amended~~restated toin ~~add~~the anform ~~additional original issuance discount~~ of ~~$7,985.~~a ~~The~~convertible note isat ~~currently~~a infixed ~~default~~conversion ~~and~~price ~~under~~of ~~negotiation~~$0.002 ~~for~~per ~~settlement~~share. ●The ~~During~~restated ~~2024~~balance was $183,619 ~~the~~with ~~Company~~an ~~issued~~original ~~convertible~~issuance ~~promissory~~discount ~~notes~~of to$16,693 ~~unrelated~~and ~~third~~was ~~parties~~due ~~with~~February ~~fixed~~2022. ~~conversion~~During ~~prices~~February ~~ranging~~2022, ~~from~~we ~~$0.0005~~issued to20,866,250 ~~$0.0006~~shares ~~per~~of ~~share~~common ~~and~~stock ~~OID.~~to ~~The~~satisfy ~~aggregate~~the principal ~~amount~~balance ~~issued~~of ~~during 2024 was~~ $~~263~~16,~~350,~~693. ~~with~~The ~~total~~remaining ~~OID~~balance of $34166,~~350.~~926 ~~The~~was ~~notes~~further ~~were~~restated ~~due~~into ~~one~~a ~~year~~convertible ~~from~~note ~~their~~with ~~respective~~a ~~execution~~fixed ~~and~~conversion ~~funding~~price ~~dates~~of $0.002 ~~These~~per ~~notes~~share, ~~are~~maturing ~~currently~~ in ~~default~~August ~~and under negotiation for settlement~~2022. ●In ~~During~~August 2022, the ~~second~~balance ~~quarter~~ of ~~2024~~$166,926 ~~the~~was ~~Company~~further ~~settled~~restated ~~convertible promissory notes~~ with an ~~aggregate~~original ~~principal~~issuance ~~balance~~discount of $5216,~~500,~~693 ~~which~~in ~~had~~the form of a convertible note at a fixed conversion price of $0.002. Asper ~~part~~share ofdue ~~the~~February ~~settlement,~~2023. ~~the~~The ~~Company~~note ~~recognized~~required aus to repay $716,~~500~~693 ~~loss~~in oncash ~~settlement~~by ofOctober ~~debt~~2022. ~~during~~We ~~the~~did ~~second~~not ~~quarter~~meet ofthis ~~2024~~repayment obligation. ~~Cash~~As ~~repayments~~a ~~related~~result, tothe ~~these~~convertible ~~notes~~note ~~included~~amount increased to $5200,~~000~~312 ~~paid~~(including ~~in the first quarter of 2023~~$166,926, $1516,~~000~~693, ~~paid~~and inan ~~the~~original ~~third~~issuance ~~quarter~~discount of ~~2024, and~~ $716,~~500~~693) ~~paid~~with ~~during~~a ~~the~~fixed ~~second~~conversion ~~quarter~~price of ~~2024~~$0.002 ~~The~~per ~~remaining~~share, ~~balance~~due ~~was~~February ~~repaid~~2023. inThe ~~full~~Company ~~during~~made ~~the~~a ~~second~~payment ~~quarter~~ of ~~2025~~$5,000, ~~resulting~~which inwas ~~total~~applied ~~cash~~against ~~repayments~~accrued oflate ~~$60,000.~~payment ●penalties ~~During~~in ~~the~~2023. ~~third~~In ~~quarter~~February of 2024, the ~~Company~~principal ~~settled~~balance ~~convertible~~and ~~promissory~~the ~~notes~~related penalty for a total of $11224,~~500,~~920 ~~which~~were ~~had~~restated. a35,000,000 ~~conversion~~shares ~~price~~ of ~~$0.0006.~~common ~~The~~stock ~~Company~~were ~~completed~~issued ~~repayment~~ in ~~the~~satisfaction ~~first~~of ~~quarter~~$24,920 of ~~2025,~~the ~~with~~outstanding ~~$11~~balance,~~500~~ inwith ~~cash~~the ~~repayments.~~remaining ●$200,000 ~~During~~restated ~~the~~as ~~first~~a ~~quarter~~principal ofsubject ~~2025,~~to ~~the~~an ~~Company~~additional ~~issued~~15% ~~convertible~~OID. ~~promissory~~The ~~notes~~fair tovalue ~~unrelated~~of ~~third~~the ~~parties~~shares ~~for~~issued was $~~541~~3,~~139~~500, ~~with~~resulting ~~original~~in ~~issuance~~a ~~discount~~gain of $7021,~~583.~~420, Inwhich ~~connection~~was ~~with~~recognized ~~the~~as ~~issuance~~a ofgain ~~the~~on ~~notes,~~settlement weof ~~paid~~debt ~~10%~~and ofaccrued ~~the~~expense ~~proceeds~~in tothe aaccompanying ~~third~~condensed ~~party,~~consolidated ~~which~~statements ~~has~~of ~~been~~operations ~~recorded~~for asthe afirst ~~debt~~quarter ~~discount~~of 2024. The ~~noteholders~~restated ~~have~~note ~~the~~was ~~option~~due toin ~~convert~~February ~~the~~2025 ~~outstanding~~and ~~principal~~convertible ~~into shares of Common Stock~~ at a ~~conversion~~fixed price of $0.~~0005~~0008 per share. ~~Both~~In ~~the~~February ~~original~~2025, ~~issue discount and~~ the ~~issuance-related~~note ~~costs~~was ~~are~~further ~~being~~restated, ~~amortized~~with ~~over~~ the ~~term~~principal balance of ~~the~~$230,000 ~~note.~~subject ~~The~~to ~~notes~~an ~~are~~additional ~~due~~15% ~~one~~OID, ~~year~~which ~~from~~increased the ~~execution~~principal ~~and~~balance ~~funding~~to of$264,500 while maintaining the ~~notes.~~same ●fixed ~~The~~conversion ~~total~~price ~~discount~~and ~~amortization~~personal onguarantee. ~~all~~Amortization ~~notes~~of debt discount for the three and six months ended ~~March~~June 3130, 2025 ~~and 2024~~ was $428,~~032~~625 and $1816,~~528~~875, respectively. AtAmortization ~~March~~for ~~31,~~the ~~2025~~three and ~~December~~six ~~31,~~months ~~2024,~~ended ~~the~~June ~~carrying~~30, ~~value~~2024 ~~of the notes~~ was $57,~~409,771~~500 and $412,~~964~~500,~~684~~ respectively. The principal balance, net of unamortized ~~discounts~~debt discount of $~~121~~20,~~062~~125, ~~and~~was $11244,~~010~~375 as of June 30, ~~respectively~~2025. ●The Atprincipal ~~March 31~~balance, ~~2025~~net of unamortized debt discount of $2,500, was $4227,~~590~~500,~~643~~ as of ~~the~~December ~~above~~31, ~~mentioned~~2024. ~~convertible~~In ~~notes~~February ~~payable~~2026, ~~are~~the innote ~~default~~was ~~and~~further ~~negotiation~~restated, with the principal balance of ~~settlement.~~$264,500 Atsubject ~~the~~to ~~date~~an ofadditional ~~this~~15% ~~report~~OID, ~~$5,001,521~~while ofmaintaining the ~~notes~~same ~~remain~~fixed inconversion ~~default~~price ~~and~~of in$0.0008 ~~negotiation~~and ofpersonal ~~settlement~~guarantee.

(3) At March 31, 2025 and December 31, 2024, the balance of $2,084,409 and $2,041,464, respectively, consisted of the following convertible loans:

	●	During 2022, we issued convertible promissory notes to unrelated third parties totaling $874,000 with original issuance discounts of $114,000. The noteholders have the right to convert the notes into shares of common stock at fixed conversion prices ranging from $0.0005 to $0.0008 per share, and the notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation for settlement.

	●	During 2022, convertible promissory notes totaling $339,825 were amended to add additional original issuance discount for a total of $50,974 and extended maturity dates to July 2023. The notes are currently in default and under negotiation for settlement.

● ~~The~~During ~~balance~~2022, ofthe Company settled $20143,000 of aconvertible ~~Convertible~~promissory ~~Note~~notes ~~originated~~through instock ~~March~~issuances ~~2016~~($108,500) ~~is in default~~ and ~~negotiation of settlement~~cash. ~~The~~During ~~conversion~~2023, ~~price is equal to 55% of~~ the ~~average~~Company ofsettled ~~the~~additional ~~three~~notes ~~lowest volume weighted average prices~~ for ~~the~~$7,250 ~~three consecutive trading days immediately prior to but not including the~~ (conversion ~~date~~price $0.0008), Werecognizing ~~have accrued interest at~~ a ~~default~~$350 ~~interest rate of 20% after the note’s maturity date. At March 31~~loss, ~~2025~~ and ~~December~~repaid 31$11,500 ~~2024,~~of ~~the convertible~~ notes ~~payable~~for ~~with principal balance of~~ $2013,000 ~~plus accrued interest of $34,350 and $33,350 at fair value, were recorded at $98,815 and $96,998, respectively. The Note is~~ in ~~default and negotiation of settlement~~cash. ● During ~~May 2017~~2023, wethe ~~issued~~Company aamended ~~Convertible~~convertible ~~Debenture~~promissory innotes ~~the~~totaling ~~amount of~~ $64197,~~000~~025 to anadd ~~unrelated~~aggregate ~~third~~original ~~party.~~issuance ~~The~~discounts ~~note was due on May 4, 2018. The Note holder has the right to convert the note into shares~~ of Common Stock at sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty trading days preceding the conversion date. We have accrued interest at a default interest rate of 19% after the note’s maturity date. After prior conversions$29, ~~at March 31~~554, ~~2025~~which ~~and~~extended ~~December 31, 2024,~~ the ~~remaining~~due ~~principal~~dates ofby ~~$12,629~~twelve ~~plus accrued interest of $23~~months,~~042~~ ~~and~~to ~~$22,411,~~various ~~respectively,~~dates atin ~~fair value~~January, ~~was recorded at $59~~May,~~453~~ and ~~$58,401,~~July ~~respectively~~2024. The ~~remaining~~notes ~~principal~~are ~~balance~~currently ofin ~~the~~default ~~Note~~and isunder innegotiation ~~default~~for settlement. ● During ~~October 2020~~2023, wethe Company issued aconvertible ~~Convertible~~promissory ~~Debenture~~notes ~~in the amount of $250,000~~ to an unrelated third ~~party.~~parties ~~The~~with ~~note~~a ~~was~~fixed ~~due~~conversion ~~in October 2021. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading~~ price of ~~our restricted common stock for the twenty-five prior trading days including the conversion date~~$0.0006 ~~Upon~~per ~~default~~share, wetotaling ~~increased~~$146,338 ~~the~~with ~~outstanding~~a ~~principal~~combined byoriginal ~~10%~~issuance ~~and~~discount ~~began accruing interest at the default rate~~ of ~~24% from the note’s maturity date~~$19,088. AtOf ~~March 31~~these, ~~2025 and December 31~~$17,250 ~~2024,~~of the ~~convertible~~notes ~~note~~are ~~payable~~under ~~with~~a ~~principal~~personal ~~balance~~guarantee. ofAll ~~$275,000~~notes ~~plus~~were ~~accrued~~due ~~interest~~one ofyear ~~$246,932~~from ~~and~~their ~~$230,657,~~respective ~~respectively,~~execution ~~at fair value, were recorded at $1,043,860~~ and ~~$1,011,315~~funding dates. The ~~Note~~notes isare currently in default and under negotiation offor settlement.

F-18

● During ~~July 2018~~2024, ~~we issued~~ a convertible ~~debenture~~promissory innote ~~the amount~~ of $5053,~~000~~230 was amended to add an ~~unrelated~~additional ~~third~~original ~~party~~issuance discount of $7,985. The note is currently in default and ~~during~~under ~~August~~negotiation ~~2018~~for settlement. ● During 2024, wethe Company issued a convertible ~~debenture~~promissory innotes ~~the~~to ~~amount~~unrelated ofthird parties with fixed conversion prices ranging from $~~20,000~~0.0005 to an$0.0006 ~~unrelated~~per ~~third~~share ~~party~~and OID. ~~Both~~The ~~notes~~aggregate ~~carry~~principal ~~interest~~amount atissued 8%during ~~and~~2024 was $263,350, with total OID of $34,350. The notes were due one year from ~~issuance,~~their ~~unless~~respective ~~previously~~execution ~~converted~~and ~~into~~funding ~~shares~~dates. ofThese ~~restricted~~notes ~~common~~are ~~stock.~~currently ~~Following~~in ~~maturity,~~default weand ~~accrued~~under ~~interest~~negotiation atfor ~~the~~settlement. ~~default~~● ~~rate~~During ofthe ~~24%.~~second ~~The~~quarter ~~noteholders~~of ~~have~~2024, the ~~right~~Company tosettled ~~convert~~convertible ~~the~~promissory notes ~~into~~with ~~shares~~an aggregate principal balance of ~~common~~$52,500, ~~stock~~which athad ~~fifty-five~~a ~~percent~~conversion price of ~~the~~$0.002. ~~average~~As part of the ~~three~~settlement, ~~lowest~~the ~~trading~~Company ~~prices~~recognized ofa ~~our~~$7,500 ~~restricted~~loss ~~common~~on ~~stock~~settlement ~~for~~of debt during the ~~fifteen~~second ~~trading~~quarter ~~days~~of ~~including~~2024. ~~the~~Cash ~~date~~repayments ofrelated ~~receipt~~to ofthese ~~the~~notes ~~conversion~~included ~~notice.~~$5,000 Atpaid ~~March~~in ~~31,~~the ~~2025~~first ~~and~~quarter ~~December~~of 312023, ~~2024~~$7,500 ~~the~~paid ~~combined~~during ~~convertible~~the ~~notes~~second ~~payable~~quarter ~~plus accrued interest~~ of ~~$100~~2024,~~765~~ and $9615,~~622,~~000 ~~respectively~~paid in the third quarter of 2024, ~~were~~with ~~recorded~~the atremaining ~~fair~~balance ~~value~~repaid in installments through the fourth quarter of ~~$310,481~~2024 and ~~$302~~the first quarter of 2025,~~950.~~ ~~The~~and ~~Note~~fully issettled in ~~default~~the ~~and~~second ~~negotiation~~quarter of ~~settlement~~2025, for total cash repayments of $60,000. ● During ~~January~~the ~~2019,~~third wequarter ~~issued~~of a2024, ~~convertible~~the ~~debenture~~Company insettled ~~the~~convertible ~~amount~~promissory notes of $7511,~~900~~500, towhich anhad ~~unrelated~~a ~~third~~conversion ~~party~~price of $0.0006. The ~~note~~Company ~~was~~completed ~~due~~repayment in ~~one~~the ~~year~~first ~~from~~quarter ~~the~~of ~~restatement~~2025, ~~date~~with of$11,500 ~~the~~in ~~note~~cash repayments. ● During ~~November~~the ~~2020~~first quarter of 2025, the ~~Note~~Company ~~holder~~issued ~~assigned~~convertible promissory notes to unrelated third parties for $20541,~~000~~139 with original issuance discount of $70,583. In connection with the ~~$75~~issuance of the notes,~~900~~ ~~convertible~~we ~~note~~paid in10% ~~January~~of ~~2019~~the proceeds to a third party, which has been recorded as a debt discount. The ~~Noteholder~~noteholders ~~has~~have the ~~right~~option to convert the ~~note~~outstanding principal into shares of ~~common~~Common ~~stock~~Stock at ~~50%~~a ~~discount~~conversion toprice ~~the~~of ~~average~~$0.0005 ~~trading~~per ~~price~~share. ofBoth the ~~three~~original ~~lowest~~issue ~~closing~~discount ~~stock~~and ~~prices~~the ~~for~~issuance-related ~~the~~costs ~~twenty~~are ~~days~~being ~~prior~~amortized toover the ~~notice~~term of ~~conversion~~the note. AtThe ~~March~~notes ~~31,~~were ~~2025~~due ~~and~~one ~~December~~year ~~31,~~from ~~2024,~~ the ~~remaining~~execution ~~convertible~~and ~~note~~funding ~~payable~~ of ~~$55,900,~~the atnotes. ~~fair~~These ~~value,~~notes ~~was~~are ~~recorded~~currently atin ~~$111,800.~~default ~~The~~and ~~note~~under ~~was~~negotiation ~~due~~for ~~January 2020~~settlement. ~~The~~● ~~Note~~During isthe insecond ~~default~~quarter ~~and~~2025, ~~negotiation~~an aggregate of ~~settlement.~~$385,000 ●has ~~During~~been ~~June~~funded ~~2019,~~pursuant weto ~~issued~~two a convertible promissory ~~note~~notes originated in February and June 2025 to an unrelated third party for a total commitment of up to $~~240~~855,000, ~~with~~to be funded in tranches. The notes carry an original ~~issuance~~issue discount of ~~$40~~15%,~~000.~~ ~~The~~applied ~~note~~at ~~was~~the ~~due~~time of funding for each tranche. Each tranche matures one year from ~~the~~its respective execution and funding ofdate. ~~the~~The ~~notes.~~noteholder Inhas ~~connection~~the ~~with~~option to convert the ~~issuance~~outstanding principal into shares of ~~this~~Common ~~note~~Stock at a conversion price of $0.0005 per share. If any tranches are missed or delayed by more than 10 business days, wethe ~~issued~~fixed 16conversion price will be adjusted to $0.0008 per share for any missed tranche as a penalty. During the second quarter of 2025,~~000~~ $75,000 ~~shares~~ of ~~our~~proceeds ~~restricted~~was ~~common~~received ~~stock.~~after ~~The~~the ~~common~~required ~~stock~~funding date; accordingly, the conversion price for such amount was ~~valued~~adjusted atto $40.0008 per share. In connection with the issuance of the notes,~~688~~ ~~and~~we paid 10% of the proceeds to a third party, which has been recorded as a debt discount. ~~that~~Both ~~was~~the original issue discount and the issuance-related costs are being amortized over the ~~life~~term of ~~the~~each ~~note~~tranche. ● During April and May 2025, we issued convertible promissory notes to unrelated third parties for a total of $46,000 with original issuance discount of $6,000. The ~~Noteholder~~Noteholders ~~has~~have the right to convert the ~~note~~notes into shares of Common Stock at a fixed conversion price of ~~the lower of~~ $0.~~0005~~0007 orper ~~50%~~share. ~~discount~~The tonotes are due one year from the ~~average~~execution ~~trading~~and ~~price~~funding of the ~~three~~notes. ~~lowest~~● ~~closing~~The ~~stock~~total ~~prices~~discount amortization on all notes for the ~~twenty~~three ~~days~~months ~~prior~~ended toJune ~~the~~30, ~~notice~~2025 ofand ~~conversion~~2024 was $53,084 and $23,102, respectively. ~~During~~The ~~October~~total ~~2022~~discount amortization on all notes for the six months ended June 30, ~~repayment~~2025 ofand 2024 was $1095,~~000~~116 ~~was~~and ~~made~~$41,630, respectively. At ~~March~~June 3130, 2025 and December 31, 2024, the ~~convertible~~carrying ~~note~~value ~~payable~~of ~~with~~the ~~principal~~notes ~~balance~~was of$5,841,855 and $~~230~~4,~~000~~964,684, atnet ~~fair~~of ~~value~~unamortized discounts of $170,228 ~~was~~and ~~recorded~~$11,010, atrespectively. ● At June 30, 2025, $~~460~~4,~~000~~654,443 of the above mentioned convertible notes payable are in default and negotiation of settlement. ~~The~~At ~~Note~~the isdate of this report, $5,404,855 of the notes remain in default and in negotiation of settlement.

(4)

At March 31, 2025 and December 31, 2024, the balance of $225,000 consisted of the advances received from a third party during the periods from May 2019 through May 2020 in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold.

(5)

During June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, in the amount of $731 commenced in February 2023. The balance of principal and interest is payable over a 360-month period from the date of the SBA Loan Agreement. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral. During 2023, total repayments of $10,234 were made and applied to accrued interest. During 2024, total repayment of $4,386 were made and $3,655 of it was applied to accrued interest. The outstanding balance for the EIDL loan at March 31, 2025 and December 31, 2024 is $149,169. The accrued interest as of March 31, 2025 and December 31, 2024 loan is $13,295 and $11,889, respectively.

(3)	At June 30, 2025 and December 31, 2024, the balance of $2,127,748 and $2,041,464, respectively, consisted of the following convertible loans:

At ● The balance of $20,000 of a Convertible Note originated in March 2016 is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. We have accrued interest at a default interest rate of 20% after the note’s maturity date. At June 30, 2025 and December 31, 2024, the convertible notes payable with principal balance of $20,000 plus accrued interest of $35,361 and $33,350 at fair value, were recorded at $100,657 and $96,998, respectively. The Note is in default and negotiation of settlement. ● During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note was due on May 4, 2018. The Note holder has the right to convert the note into shares of Common Stock at sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty trading days preceding the conversion date. We have accrued interest at a default interest rate of 19% after the note’s maturity date. After prior conversions, at June 30, 2025 and December 31, 2024, the ~~future~~remaining ~~minimum~~principal of $12,629 plus accrued interest of $23,674 and $22,411, respectively, at fair value, was recorded at $60,505 and $58,401, respectively. The remaining principal ~~payments~~balance of the Note is in default. ● During October 2020, we issued a Convertible Debenture in the amount of $250,000 to an unrelated third party. The note was due in October 2021. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for ~~all~~the ~~debts~~twenty-five ~~are~~prior astrading ~~follows:~~days including the conversion date. Upon default, we increased the outstanding principal by 10% and began accruing interest at the default rate of 24% from the note’s maturity date. At June 30, 2025 and December 31, 2024, the convertible note payable with principal balance of $275,000 plus accrued interest of $263,386 and $230,657, respectively, at fair value, were recorded at $1,076,773 and $1,011,315. The Note is in default and negotiation of settlement.

SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENT

March 31,	Amount
2026	$	8,917,698
2027		3,605
2028		3,742
2029		3,885
2030		4,033
Thereafter		124,071
Total	$	9,057,034
Less: Long-term portion SBA notes payable		(139,336	)
Current portion	$	8,917,698

F-19

	●	During July 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party, and during August 2018, we issued a convertible debenture in the amount of $20,000 to an unrelated third party. Both notes carry interest at 8% and were due one year from issuance, unless previously converted into shares of restricted common stock. Following maturity, we accrued interest at the default rate of 24%. The noteholders have the right to convert the notes into shares of common stock at fifty-five percent of the average of the three lowest trading prices of our restricted common stock for the fifteen trading days including the date of receipt of the conversion notice. At June 30, 2025 and December 31, 2024, the combined convertible notes payable plus accrued interest of $104,907 and $96,622, respectively, were recorded at fair value of $318,013 and $302,950. The Note is in default and negotiation of settlement.

	●	During January 2019, we issued a convertible debenture in the amount of $75,900 to an unrelated third party in connection with the restatement of a previously issued non-convertible note. The note was due in one year from the restatement date of the note. During November 2020, the Note holder assigned $20,000 of the $75,900 convertible note in January 2019 to a third party. The Noteholder has the right to convert the note into shares of common stock at 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. At June 30, 2025 and December 31, 2024, the remaining convertible note payable of $55,900, at fair value, was recorded at $111,800. The note was due January 2020. The Note is in default and negotiation of settlement.

	●	During June 2019, we issued a convertible promissory note to an unrelated third party for $240,000 with original issuance discount of $40,000. The note was due one year from the execution and funding of the notes. In connection with the issuance of this note, we issued 16,000,000 shares of our restricted common stock. The common stock was valued at $4,688 and recorded as a debt discount that was amortized over the life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. During October 2022, repayment of $10,000 was made. At June 30, 2025 and December 31, 2024, the convertible note payable with principal balance of $230,000, at fair value, was recorded at $460,000. The Note is in default and negotiation of settlement.

(4)	At June 30, 2025 and December 31, 2024, the balance of $225,000 consisted of the advances received from a third party during the periods from May 2019 through May 2020 in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold.

(5)	During June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, in the amount of $731 commenced in February 2023. The balance of principal and interest is payable over a 360-month period from the date of the SBA Loan Agreement. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral. During 2023, total repayments of $10,234 were made and applied to accrued interest. During 2024, total repayment of $4,386 were made and $3,655 of it was applied to accrued interest. The outstanding balance for the EIDL loan at June 30, 2025 and December 31, 2024 is $149,169. The accrued interest as of June 30, 2025 and December 31, 2024 loan is $14,701 and $11,889, respectively. Interest expense was $1,406 for each of the three months ended June 30, 2025 and 2024, and $2,812 for each of the six months ended June 30, 2025 and 2024.

At June 30, 2025, the future minimum principal payments for all debts are as follows:

June 30,	Amount
2026	$	9,345,780
2027		3,639
2028		3,777
2029		3,922
2030		4,071
Thereafter		123,038
Total	$	9,484,227
Less: Long-term portion SBA notes payable		(138,447	)
Current portion	$	9,345,780

F-20

7. STOCKHOLDERS’ DEFICIT

Series B Preferred Stock

Effective March 2021, pursuant to authority of its Board of Directors, the Company filed a Certificate of Determination for its Series B Preferred Stock. The Series B Preferred Stock has a par value of $0.001 per shares and consists of 12,000,000 shares.

Terms of the Series B Preferred include the following:

	1.	The Series B Preferred votes with the Company’s common stock as a single class on all matters or consents for the Company’s common stockholders. Each share of Series B Preferred is entitled to one thousand votes per share.

	2.	The Series B Preferred will not be entitled to dividends unless the Company pays cash dividends or dividends in other property to holders of outstanding shares of common stock, in which event, each outstanding share of the Series B Preferred will be entitled to receive dividends of cash or property in an amount or value equal to one thousand multiplied by the amount paid in respect of one share of common stock. Any dividend payable to the Series B Preferred will have the same record and payment date and terms as the dividend payable on the common stock.

	3.	Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of all shares of Series B Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to $0.133 in cash per share before any distribution is made on any shares of the Company’s common stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the application of all amounts available for payments with respect to Series B Preferred would not result in payment in full of Series B Preferred, the holders shall share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preference to which each is entitled.

	4.	The Series B Preferred does not have any redemption rights.

~~During~~Common ~~November~~Stock ~~2021,~~Issued ~~the Board of Directors approved resolutions~~ for the issuance of a total of 9,000,000 shares of Series B Preferred stock to Mr. Deitsch to discharge $540,000 of his accrued salary. The shares were valued at the accrued payable amount by agreement of the parties.Services

~~Effective~~On ~~November~~May 151, ~~2021~~2025, the ~~Board~~Company ofentered ~~Directors~~into ~~authorized~~a anconsulting ~~exchange~~agreement offor 3services. Pursuant to the agreement, the Company agreed to issue up to 300,000,000 shares of ~~Series~~restricted Acommon ~~Preferred~~stock ~~Stock~~as ~~held~~compensation byover ~~Mr.~~an ~~Deitsch for~~initial 12-month service period, including an ~~equal~~initial ~~number~~issuance of 100,000,000 shares upon execution and monthly issuances of ~~Series~~20,000,000 Bshares ~~Preferred~~beginning ~~Stock~~July 1, 2025. The initial 100,000,000 shares were valued at $10,000.

For the three and six months ended June 30, 2025, the Company recognized stock-based compensation expense of $1,667 related to this agreement. The remaining unrecognized compensation cost of $8,333 is expected to be recognized over the remaining service period (See Note 9).

As of the date of this report, no shares have been issued by the transfer agent; however, the Company has recorded the shares as common stock to be issued and recognized the related compensation expense.

8. ACCRUED EXPENSES

Accrued expenses consisted of the following:

SCHEDULE OF ACCRUED EXPENSES

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Accrued consulting fees	$	~~306~~311,400	$	291,400
Accrued settlement expenses (1)		680,235		680,235
Accrued payroll taxes		~~272~~279,237		263,859
Accrued interest		~~898~~842,~~349~~289		864,670
Accrued others		2,792		2,913
Total	$	2,~~160~~115,~~013~~953	$	2,103,077

(1) On August 28, 2024, the U.S. District Court for the Eastern District of New York entered a final consent judgment against the Company, enjoining it from violating certain provisions of the federal securities laws and ordering disgorgement and civil monetary penalties. The Court entered a final consent judgment in which it was ordered to pay $520,940 in disgorgement and $59,295 in prejudgment interest thereon, as well as $100,000 in civil penalties. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had accrued a total legal settlement amount of $680,235 (See Note 11 and Note 15).

F-2021

9. PREPAID EXPENSES

Prepaid expenses and other current assets consist of the following:

SCHEDULE OF PREPAID EXPENSES

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Supplier advances for venom	$	406,472		$	401,472
Reserve for supplier advances		(406,472	)		(401,472	)
Net supplier advances		-			-
Prepaid professional fees		150,999			29,999
Prepaid stock based compensation (see Note 7)		8,333			-
Total	$	150,999		$	29,999
Prepaid professional fees		127,499			29,999
Total	$	135,832		$	29,999

We performed an evaluation of our supplier advances for venom at ~~March~~June 3130, 2025 and December 31, 2024, and determined full reserves were necessary. The Company recorded increases to the reserve of $0 and $15,000 for the three months ended June 30, 2025 and 2024, respectively. The Company recorded increases to the reserve of $5,000 and $1530,000 for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively.

10. CONVERTIBLE NOTES RECEIVABLE

During 2021 through 2023, we purchased an aggregate of $378,250 of convertible notes receivable with original issuance discounts totaling $31,626 from StemSation International (“StemSation”). The notes were convertible into common shares ranging from $0.01 to $0.005 per common share and matured in one year from each of the funding dates of the notes. The original issuance discounts were amortized over the lives of the notes. Stemsation made total repayments of $114,250 during 2022 and 2023, and the remaining balance of $264,000 was in default prior to settlement.

On June 5, 2023, the Company entered into a settlement agreement with StemSation to convert the notes receivable balances of $264,000 into shares of StemSation’s common stock at $0.00176 per share. The settlement agreement was approved on June 15, 2023 by the Circuit Court.

Pursuant to the agreement, the Company is entitled to receive 150,000,000 shares of StemSation’s common stock in exchange for the full settlement of the outstanding notes receivable. As of June 30, 2023, the Company recognized the settlement receivable at $264,000, equal to the carrying amount of the notes receivable exchanged. Accordingly, the convertible notes receivable were derecognized.

Between July and November 2023, $103,916 of the $264,000 settlement was converted into 59,043,425 shares, as summarized in the table below. The remaining $160,084 of the settlement was recorded as a settlement receivable in the accompanying condensed consolidated balance sheets as of ~~March~~June 3130, 2025 and December 31, 2024 and is expected to be converted in subsequent periods.

Date of Conversion Notice	Conversion Amount		Number of Shares Issued		Value of Shares Issued ($/per share) at Issuance
7/12/2023	$	33,516		19,043,425		0.00176
8/24/2023	$	35,200		20,000,000		0.00176
11/7/2023	$	35,200		20,000,000		0.00176

Of the 59,043,425 shares issued, 39,043,425 shares were sold in the third quarter of 2023 for total proceeds of $68,716, of which $33,516 was collected and $35,200 remain receivable. The remaining 20,000,000 shares converted in November 2023, valued at $35,200, were recorded as an investment in StemSation stock at cost.

In March 2024, the Company sold an additional 10,000,000 shares for $17,600, the proceeds of which remained outstanding as of December 31, 2024. As a result, the total receivable balance was $52,800 at ~~March~~June 3130, 2025 and December 31, 2024. The remaining 10,000,000 shares ~~converted~~ converted in November 2023, valued at $17,600, were recorded as an investment in StemSation stock as of ~~March~~June 3130, 2025 and December 31, 2024 at cost. Management believes the carrying values approximate fair value based on the expected recovery pursuant to the Stock Purchase ~~Agreement~~ Agreement covering a total of 150,000,000 shares.

During the third and fourth quarter of 2023, we purchased three convertible notes for $6,600 which included a $600 original issuance discount. During the first and second quarter of 2024, we purchased three convertible notes for $37,450 which included a $3,450 original issuance discount. They are convertible at $0.005 per share and due in one year after funding. Repayment of $42,300 has been received during 2024.

~~Convertible~~During ~~notes~~May ~~receivable were $1~~2025,~~750~~ aswe ofpurchased ~~March~~a ~~31,~~convertible ~~2025~~note ~~and~~for ~~December 31~~$28,750, ~~2024.~~with ~~For~~original ~~the~~issuance ~~three~~discount ~~months~~of ~~ended March 31~~$3,750. ~~2025~~The ~~and~~note ~~2024,~~is ~~amortization related to the~~ convertible ~~notes~~into ~~receivable~~common shares ~~was~~for $0.005 ~~and~~per ~~$300,~~common ~~respectively,~~share and ~~was~~matures ~~included~~ in ~~other~~one ~~income~~year infrom the ~~accompanying~~funding ~~condensed consolidated statements~~ of ~~operations~~the note.

~~F-21~~Convertible notes receivable were $30,500 and $1,750 as of June 30, 2025 and December 31, 2024. Amortization of convertible notes receivable recognized as other income totaled $3,750 for the three and six months ended June 30, 2025, compared to $3,150 and $3,450 for the three and six months ended June 30, 2024, respectively. They are recognized as other income in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024.

F-22

11. COMMITMENTS AND CONTINGENCIES

Operating Leases

ReceptoPharm leases a lab. In October 2022, we signed another lease extension, covering the period from January 1, 2023, to December 31, 2025, with monthly payments of $7,700 and an annual 4% increase. The Company did not renew the lease upon its expiration on December 31, 2025.

For the six months ended June 30, 2025 and 2024, the Company’s lease cost and related cash flow information were as follows:

	March 31,		March 31,
	June 30,		June 30,
	2025		2024
Lease cost
Operating lease cost	$	2752,~~541~~650	$	3158,~~509~~518
Short-term lease cost		-		-
Total lease cost	$	2752,~~541~~650	$	3158,~~509~~518
Supplemental cash flow information related to leases were as follows:
Cash paid for amounts included in the measurement of operating lease liabilities	$	2853,~~197~~962	$	1737,500

	March 31,			December 31,
	2025			2024
Balance sheet information
Operating ROU Assets	$	251,951		$	251,951
Less accumulated amortization		(183,171	)		(161,168	)
Operating ROU Assets, net	$	68,780		$	90,783
Operating lease obligations, current portion	$	70,752		$	93,411
Operating lease obligations, non-current portion		-			-
Total operating lease obligations	$	70,752		$	177,114
Weighted average remaining lease term (in years) – operating leases		0.75			1
Weighted average discount rate-operating leases		8	%		8	%

As of June 30, 2025 and December 31, 2024, the Company’s operating lease right-of-use assets and related lease liabilities were as follows:

The Company subleases a portion of its leased facility under month-to-month arrangements. Sublease rental income is recorded as a reduction of general and administrative expenses in the condensed consolidated statements of operations, as the amounts represent recoveries of operating costs rather than revenues from the Company’s primary business activities. The sublease arrangements are short-term and operate on a month-to-month basis. Total sublease rental income was $30,000 and $3,000 for three months ended March 31, 2025 and 2024, respectively.

	June 30,			December 31,
	2025			2024
Balance sheet information
Operating ROU Assets	$	251,951		$	251,951
Less accumulated amortization		(205,630	)		(161,168	)
Operating ROU Assets, net	$	46,321		$	90,783

Operating lease obligations, current portion	$	47,637		$	93,411
Operating lease obligations, non-current portion		-			-

Total operating lease obligations	$	47,637		$	93,411

Weighted average remaining lease term (in years) – operating leases		0.50			1
Weighted average discount rate-operating leases		8	%		8	%

The Company subleases a portion of its leased facility under month-to-month arrangements. Sublease rental income is recorded as a reduction of general and administrative expenses in the condensed consolidated statements of operations, as the amounts represent recoveries of operating costs rather than revenues from the Company’s primary business activities. The sublease arrangements are short-term and operate on a month-to-month basis. Total sublease rental income was $30,000 and $60,000 for three and six months ended June 30, 2025, respectively, and $30,000 and $33,000 for the three and six months ended June 30, 2024, respectively.

Consulting Agreements

During July 2015, we signed an agreement with a company to provide consulting services for five years. In connection with the agreement, 500,000 shares of our restricted common stock and a one year 8% note of $50,000 were granted. The shares were valued at $0.18 per share. As the services provided were in dispute, the shares and note payable have not been issued as of ~~March~~June 3130, 2025. As of ~~March~~June 3130, 2025 and December 31, 2024 we have accrued $142,500 in accrued expenses on the accompanying condensed consolidated balance sheets.

During October 2015, the Company signed an agreement with a consultant for consulting services for a year. In connection with the agreement, 2,500,000 shares of the Company’s restricted common stock were granted and the Company was to make monthly cash payments of $3,000. As of December 31, 2016, the Company recorded an equity compensation charge of $31,750, however, only 1,000,000 of the shares have been issued. As of ~~March~~June 3130, 2025 and December 31, 2024, $19,150 has been recorded in accrued expense to account for the 1,500,000 shares of of common stock that have not been issued.

During September 2022, the Company renewed its consulting agreement with an external consultant for a three-year term, providing for monthly compensation of $10,000. In September 2025, the agreement was further renewed for an additional one-year term through September 2026. Consulting expenses oftotaled $30,000 ~~were~~and ~~recorded~~$60,000 ~~each~~for of the ~~first~~three ~~quarter~~and ofsix months ended June 30, 2025, ~~and~~respectively, compared to the same amounts for the corresponding periods in 2024, and are included within selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of ~~March~~June 3130, 2025 and December 31, 2024, accrued consulting fees payable to this external consultant totaled $~~144~~149,350 and $129,350, respectively, and are included in accrued expense on the accompanying unaudited condensed consolidated balance sheets.

On January 1, 2025, the Company entered into an Agent and Representation Agreement with an external consulting company pursuant to which the agent will solicit prospective commercial and contract manufacturing clients on behalf of the Company. Under the agreement, the Company is obligated to pay referral commissions to the agent for clients introduced by the agent who purchase the Company’s products or services. The agreement required an initial payment of $20,000 related to certain introduced clients, which was paid during the first quarter of 2025, and provides for additional commissions for the life of each referred client account, subject to the terms and conditions of the agreement. Consulting expenses of $2010,000 and $30,000 were recorded during the ~~first~~three ~~quarter~~and ofsix months ended June 30, 2025, respectively, within selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

FOn May 1, 2025, the Company entered into a consulting agreement for services. Pursuant to the agreement, the Company agreed to issue up to 300,000,000 shares of restricted common stock as compensation over an initial 12-22month service period, including an initial issuance of 100,000,000 shares upon execution and monthly issuances of 20,000,000 shares beginning July 1, 2025. The initial 100,000,000 shares were valued at $10,000. For the three and six months ended June 30, 2025, the Company recognized stock-based compensation expense of $1,667 related to this agreement, within selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. The remaining unrecognized compensation cost of $8,333 is expected to be recognized over the remaining service period (See Note 7 and Note 9).

F-23

Litigation

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note. Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL, however, the mediation was unsuccessful. Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlement. At March 31, 2025 and December 31, 2024, we owed a principal balance of $91,156, and accrued interest of $87,370 and $84,671, respectively (See Note 6). The total liability recorded prior to the settlement on May 19, 2025 was $178,526, consisting of $91,156 in principal and $87,370 in accrued interest. The settlement of $125,000 will result in a gain on settlement of $53,526, which will be recognized upon full satisfaction of the payment terms (see Note 15).

As of June 30, 2025 and December 31, 2024, the Company had an outstanding principal balance of $80,000 and $91,156, respectively, and accrued interest of $0 and $84,671, respectively (see Note 6). Prior to the settlement, the total recorded liability was $178,526, consisting of $91,156 in principal and $87,370 in accrued interest. The settlement resulted in a gain of $53,526, which was recognized during the three months ended June 30, 2025. Payments totaling $90,000 were made during the period from June through February 2026.

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

On September 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States District Court for the Eastern District of New York (Case No. 2:18-cv-05459) against the Company, Mr. Deitsch, and Mr. McManus. The lawsuit alleges that, from July 2013 through June 2018, the Company and the other defendants’ defrauded investors by making materially false and misleading statements about the Company and violated anti-fraud and other securities laws.

The violations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose the Company’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.

On May 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged the same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case that had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On June 30, 2020, the Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a Second Amended Complaint (the operative pleading) and the defendants have filed their answers which generally deny liability. At this time, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted in its Second Amended Complaint. The defendants have opposed the SEC’s request to file such motion(s). The Court conducted a hearing on February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’ Motion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation, Erik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’ Reply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial Summary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of Law in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021.

In July 2024, a final judgment was issued, ordering the defendant to pay $520,940 in disgorgement, $59,295 in prejudgment interest, and a $100,000 civil penalty. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had accrued a total legal settlement amount of $680,235 (See Note 8).

Settlement ~~Discussions~~

~~Subsequent~~In toJanuary ~~year end~~2026, the Company entered into a settlement agreement with a counterparty in connection with a dispute arising in the ordinary course of business (See Note 15). As part of the settlement, the outstanding notes, with an aggregate carrying value of approximately $175,000, were cancelled and extinguished in exchange for (i) $20,000 in cash, payable in four monthly installments, and (ii) 60,000,000 shares of the Company’s common stock.

F-2324

12. SEGMENT AND ENTITY-WIDE INFORMATION

The Company operates as a ~~single~~single1 reportable operating segment. Operating segments are identified based on the manner in which the Company’s Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, reviews financial information for purposes of allocating resources and assessing performance.

The CODM reviews financial results and manages the business on a consolidated basis, without differentiation by product line, geographic region, or legal entity. Accordingly, the Company has determined that it has one operating and one reportable segment.

The measure of segment profit or loss used by the CODM is consolidated net loss, as reported in the condensed consolidated statements of operations. The significant expense categories included in the measure of segment profit or loss and regularly reviewed by the CODM include cost of goods sold, selling and marketing expenses, and general and administrative expenses.

The accounting policies of the reportable segment are the same as those described in the summary of significant accounting policies. The Company has no intersegment revenues.

For the three and six months ended ~~March~~June 3130, 2025 ~~and 2024~~, sales to a related party, accounted for approximately 3331% and 4832% of total revenues, respectively. For the three and six months ended June 30, 2024, the same related party accounted for approximately 42% and 44% of total revenues, respectively. These sales are included within the Company’s single reportable operating segment. See Note 13 – Related Party ~~Transactions~~ Transactions for additional information.

13. RELATED PARTY TRANSACTIONS

The Company acts as a product formulator and contract manufacturer for Avini Health (“Avini”). The Company’s former chief executive officer, who held that position through March 2024, is an owner of Avini and is its chief scientific officer. Following March 2024, this individual assumed the role of Operations Manager of the Company.

During September 2023, the sales and manufacturing structure between the Company and Avini was revised. Avini assumed responsibility for manufacturing its own products, and the Company transferred to Avini certain raw materials and packaging supplies related to amounts previously advanced by Avini. In connection with this transition, the Company relocated its operations to a Boca Raton facility leased by Avini. Under this arrangement, the Company uses the facility rent-free, shares space and resources with Avini, and Avini pays all lease and office-related expenses. Sales to Avini declined beginning in 2024 as Avini manufactures its own products; however, the Company benefits from reduced operating costs and continued access to manufacturing capabilities for its own Nutra Pharma–branded products.

As of December 31, 2024, the Company had recorded deferred revenue of $234,757, representing cash received from Avini in advance of performance under prior contractual arrangements, and accounts receivable of $5,800 related to Avini product sales in December 2024. In connection with Avini’s assumption of manufacturing responsibilities, the anticipated reduction in future revenue from Avini, and the restructuring of the parties’ commercial relationship, Avini agreed to forgive a total of $240,557. The Company accounted for the forgiveness as a capital contribution, and the amount was recorded as an increase to Additional Paid-In Capital during 2024.

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company recorded accounts receivable from related party of $149,~~766~~455 and $5,800, respectively, related to Avini product sales in ~~March~~June 2025 and December 2024, respectively.

During early 2025, Avini purchased certain raw materials on behalf of the Company for use in the manufacture of private label products. As of ~~March~~June 3130, 2025, $139,~~000~~584 was included in due to a related party in the accompanying condensed consolidated balance sheet related to such purchases. Subsequent to ~~March~~June 3130, 2025, the Company repaid Avini in full in settlement of amounts owed for prior raw material purchases. As of the date of this filing, no amounts remain outstanding related to these purchases.

F-2425

During the first quarter of 2024, the Company reclassified a portion of previously issued convertible debts for a total of $253,000 to due to officers upon the appointment of Michael Flax as the Chief Executive Officer of the Company.

During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid the principal balance in full as of December 31, 2016. The Company paid $65,000 of accrued interest during 2021 and 2022, including $10,000 settled through the issuance of 12,500,000 shares of common stock in a related-party transaction in 2021, and paid an additional $10,000 of accrued interest during the ~~three~~six months ended ~~March~~June 3130, 2025. At ~~March~~June 3130, 2025 and December 31, 2024, we owed this director accrued interest of $~~185~~191,~~546~~096 and $189,961, respectively.

As of ~~March~~June 3130, 2025 and December 31, 2024, we had the following related party balances:

SCHEDULE OF RELATED PARTY BALANCES

	March 31,		December 31,
	June 30,		December 31,
	2025		2024
Account receivable – related party, net	$	149,~~766~~455	$	5,800
Due to a related party		139,~~000~~584		-
Due to officers (See Note 5)		1,~~321~~384,~~067~~833		1,239,264
Accrued payroll due to officers		1,~~699~~740,~~081~~845		1,641,554
Accrued interest to a related party		~~185~~191,~~546~~096		189,961
Additional paid in capital – related party debt forgiveness		-		240,557

For the three months ended ~~March~~June 3130, 2025 and 2024, we had the following related party transactions:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	March 31, 2025		March 31, 2024
	June 30, 2025		June 30, 2024
Net sales to a related party	$	3637,~~420~~611	$	3436,~~949~~759
Raw materials purchased from a related party		1314,000		-
Interest expense to a related party		5,585		5,048
Other income		5,000		-
Interest expense to a related party		5,550		5,199

For the six months ended June 30, 2025 and 2024, we had the following related party transactions:

	June 30, 2025		June 30, 2024
Net sales to a related party	$	74,031	$	71,708
Raw materials purchased from a related party		27,000		-
Other income		5,000		-
Interest expense to a related party		11,135		10,247

The $5,000 recognized during the current quarter of 2025 relates to amounts received from a related party for the shared use of equipment.

These transactions were not conducted at arm’s length and therefore may not reflect the terms that would have been agreed to with an unrelated third party.

14. RESEARCH SERVICES AGREEMENT WITH STEMSATION

On July 1, 2024, the Company entered into a one-year Research Services Agreement with StemSation to provide research and development services related to certain StemSation technologies. Under the agreement, the Company was entitled to receive $200,000 for services, payable upon execution and as requested. Revenue was recognized ratably at $50,000 per quarter over the original contractual term. The agreement was terminated effective March 31, 2025. ~~During~~The Company recognized no other income related to this agreement during the ~~first~~three ~~quarter~~months ofended ~~2025~~June 30, 2025. The Company recognized $50,000 ~~was~~of ~~recognized as~~ other income during the three months ended March 31, 2025, which is included in the accompanying ~~condensed~~ condensed consolidated statements of operations for the ~~three~~six months ended ~~March~~June 3130, 2025. The $50,000 amount was included in other receivables as of ~~March~~June 3130, 2025 on the condensed consolidated balance ~~sheet~~sheets.

15. SUBSEQUENT EVENTS

Consulting Agreement

In September 2025, the Company renewed its consulting agreement with an external consultant for an additional one-year term through September 2026. The agreement continues to provide for monthly compensation of $10,000.

Convertible Promissory Notes

During ~~April through~~ August 2025, ~~an aggregate of~~ $~~422~~37,500 has been funded pursuant to ~~two~~a convertible promissory ~~notes~~note originated in ~~February and~~ June 2025 to an unrelated third party for a ~~total~~ commitment of up to $~~855~~600,000, to be funded in tranches. The ~~notes~~note ~~carry~~carries an original issue discount of 15%, ~~applied~~and ~~at the time of funding for each tranche. Each tranche~~ matures one year from its ~~respective execution and~~ funding date. The noteholder has the option to convert the outstanding principal into shares of Common Stock at a conversion price of of $0.0005 per share. If any tranches are missed or delayed by more than 10 business days, the fixed conversion price will be adjusted to to $0.0008 per share for any missed tranche as a penalty. Of$37,500 ~~the~~was ~~total~~received ~~proceeds~~after ~~funded~~the torequired funding date,; ~~$112~~accordingly,~~500~~ the conversion price for such amount was ~~received~~adjusted ~~late~~to $0.0008 per share. In connection with the issuance of the notes, we paid 10% of the proceeds to a third party, which has been recorded as a debt discount. Both the original issue discount and the issuance-related costs are being amortized over the term of each tranche.

F-2526

During April and May 2025, we issued convertible promissory notes to unrelated third parties for a total of $46,000 with original issuance discount of $6,000. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price of $0.0007 per share. The notes are due one year from the execution and funding of the notes.

During September to November 2025, we issued convertible promissory notes to unrelated third parties for a total of $75,900 with original issuance discount of $9,900. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price of $0.0008 per share. The notes are due one year from the execution and funding of the notes.

Promissory Notes

In September 2025, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $147,200 of the Company’s future receivables in exchange for total proceeds of $112,650, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $147,200 was collected. In connection with this transaction, the Company recorded a total debt discount of $34,550 related to loan origination fees and issuance costs, which is being amortized over the term of the agreement.

Settlement of Promissory Note Litigation

On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlement. The total liability recorded prior to the settlement was $178,522, consisting of $91,156 in principal and $87,370 in accrued interest. The settlement of $125,000 will result in a gain on settlement of $53,526, which will be recognized upon full satisfaction of the payment terms. Payments totaling $90,000 were made in full during the period from June through February 2026.

Restatements of One Convertible Promissory Note

In February 2026, a convertible promissory note of $264,500 was further restated to extend its maturity date to February 2027, with the principal balance of $264,500 subject to an additional 15% OID, while maintaining the same fixed conversion price of $0.0008. The note continues to be secured by a personal guarantee.

Debt Settlement and Stock Issuance

In January 2026, the Company entered into a settlement agreement with the holder of certain promissory notes originally issued in 2021 and 2022. As of the settlement date, the aggregate carrying value of the outstanding debt was approximately $175,000, which included an original issuance discount of $25,000. Pursuant to the settlement, all outstanding notes were cancelled and extinguished. In exchange, the Company agreed to (i) pay $20,000 in cash, payable in four monthly installments of $5,000, and (ii) issue 60,000,000 shares of the Company’s common stock. The Company made the first two installment payments totaling $510,000 ~~payment~~ in January and February 2026, and the remaining installment payments are scheduled through April 2026. The common shares issued in connection with the settlement were valued based on the Company’s trading price of $0.0002 per share, resulting in an aggregate fair value of approximately $12,000. We will recognize a gain on debt settlement equal to the excess of the carrying amount of the debt over the fair value of the consideration transferred upon completion of the final installment payment.

~~Consulting agreement and Stock Issuance~~F-27

On May 1, 2025, the Company entered into a consulting agreement for services. Under the agreement, the Company agreed to issue up to 300,000,000 shares of restricted common stock as compensation for services over an initial 12-month period, including an initial issuance of 100,000,000 shares and monthly issuances of 20,000,000 shares beginning July 1, 2025. The agreement may be terminated by either party with 30 days’ notice. As of the date of this report, no shares have been issued under this agreement. The Company will recognize compensation expense for these services based on the fair value of the shares when issued or earned as the services are performed.

F-26

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Our business during the ~~three~~six months ended ~~March~~June 3130, 2025 has focused upon marketing our homeopathic drugs for the treatment of pain:

	●	Nyloxin (Stage 2 Pain)
	●	Nyloxin Extra Strength (Stage 3 Pain)
	●	Pet Pain–Away
	●	Equine Pain–Away
	●	Luxury Feet

During the ~~three~~six months ended ~~March~~June 3130, 2025 and thereafter, the following has occurred:

We are currently expanding production capacity in our facility to allow spot production of our products and private label brands.

Nyloxin/Nyloxin Extra Strength

We offer Nyloxin/Nyloxin Extra Strength as our over-the-counter (OTC) pain reliever that has been clinically proven to treat moderate to severe (Stage 2) chronic pain.

Nyloxin and Nyloxin Extra Strength are available as a two-ounce topical gel for treating joint pain and pain associated with arthritis and repetitive stress, and as a one ounce oral spray for treating lower back pain, migraines, neck aches, shoulder pain, cramps, and neuropathic pain. Both the topical gel and oral spray are packaged and sold as a one-month supply.

Nyloxin and Nyloxin Extra Strength offer several benefits as a pain reliever. With increasing concern about consumers using opioid and acetaminophen-based pain relievers, the Nyloxin products provide an alternative that does not rely on opiates or non-steroidal anti-inflammatory drugs, otherwise known as NSAIDs, for their pain-relieving effects. Nyloxin also has a well-defined safety profile. Since the early 1930s, the active pharmaceutical ingredient (API) of Nyloxin, Asian cobra venom, has been studied in more than 46 human clinical studies. The data from these studies provide clinical evidence that cobra venom provides an effective treatment for pain with few side effects and has the following benefits:

	●	safe and effective;
	●	all natural;
	●	long-acting;
	●	easy to use;
	●	non-narcotic;
	●	non-addictive; and
	●	analgesic and anti-inflammatory.

Potential side effects from the use of Nyloxin are rare, but may include headache, nausea, vomiting, sore throat, allergic rhinitis and coughing.

The primary difference between Nyloxin and Nyloxin Extra Strength is the dilution level of the venom. The approximate dilution levels for Nyloxin and Nyloxin Extra Strength are as follows:

Nyloxin

	●	Topical Gel: 30 mcg/mL
	●	Oral Spray: 70 mcg/mL

Nyloxin Extra Strength

	●	Topical Gel: 60 mcg/mL
	●	Oral Spray: 140 mcg/mL

In December 2011, we began marketing Nyloxin and Nyloxin Extra Strength at www.nyloxin.com. Both Nyloxin and Nyloxin Extra Strength are packaged in a roll-on container, squeeze bottle and as an oral spray. Additionally, Nyloxin topical gel is available in an 8 ounce pump bottle.

We are currently marketing Nyloxin and Nyloxin Extra Strength as treatments for moderate to severe chronic pain. Nyloxin is available as an oral spray for treating back pain, neck pain, headaches, joint pain, migraines, and neuralgia and as a topical gel for treating joint pain, neck pain, arthritis pain, and pain associated with repetitive stress. Nyloxin Extra Strength is available as an oral spray and gel application for treating the same physical indications but is aimed at treating the most severe (Stage 3) pain that inhibits one’s ability to function fully.

The Nyloxin products are available for sale on the www.Nyloxin.com website, the Nyloxin Amazon storefront at www.Amazon.com/nyloxin and on the Walmart Marketplace. Nyloxin is also sold in physician offices, clinics and small-chain pharmacies.

Nyloxin Military Strength

In December 2012, we announced the availability of Nyloxin Military Strength for sale to the United States Military and Veteran’s Administration. Over the past few years, the U.S. Department of Defense has been reporting an increase in the use and abuse of prescription medications, particularly opiates. In 2009, close to 3.8 million prescriptions for pain relievers were written in the military. This staggering number was more than a 400% increase from the number of prescriptions written in the military in 2001. But prescription drugs are not the only issue. The most common and seemingly harmless way to treat pain is with non–steroidal, anti–inflammatory drugs (NSAIDS). But there are risks. Overuse can cause nausea, vomiting, diarrhea, heartburn, ulcers and internal bleeding. In severe cases chest pain, heart failure, kidney dysfunction and life–threatening allergic reactions can occur. It is reported that approximately 7,600 people in America die from NSAID use and some 78,000 are hospitalized. Ibuprofen, also an NSAID has been of particular concern in the military. The terms “Ranger Candy” and “Military Candy” refer to the service men and women who are said to use 800mg doses of Ibuprofen to control their pain. But when taking anti–inflammatory Ibuprofen in high doses for chronic pain, there is potential for critical health risks; abuse can lead to serious stomach problems, internal bleeding and even kidney failure. There are significantly greater health risks when abuse of this drug is combined with alcohol intake. Our goal is that with Nyloxin, we can greatly reduce the instances of opiate abuse and overuse of NSAIDS in high risk groups like the US military. The Nyloxin Military Strength represents the strongest version of Nyloxin available and is approximately twice as strong as Nyloxin Extra Strength. We are working with outside consultants to register Nyloxin Military Strength and the other Nyloxin products for sale to the US government and the various arms of the military as well as the Veteran’s Administration. In February of 2018, Nyloxin was added to the Federal Supply Schedule but was subsequently removed the following week without an adequate explanation. We have continued to work with our consultants to understand why our products were improperly removed the Federal Supply Schedule and when we may be able to get re-listed on the Federal Supply Schedule for eventual sales to governmental agencies or to the US Military.

International Sales

We are pursuing international drug registrations in Canada, Mexico, India, Australia, New Zealand, Central and South America and Europe. Since European rules for homeopathic drugs are different than the rules in the US, we cannot estimate when this process will be completed. On March 25, 2013 we announced the publication of our patent and trademark for Nyloxin in India. We are actively seeking new distribution partners in India.

On May 14, 2015 we announced that we had engaged the Nature’s Clinic to begin the process of regulatory approval of our Company’s Over–the–Counter pain drug, Nyloxin for marketing and distribution in Canada. The Nature’s Clinic has already begun setting up their Chatham, Ontario warehouse. Due to lack of funding and then the subsequent COVID crisis, we have waited to complete the approval process to begin distributing Nyloxin and expect to re-engage in the process in 2026.

Additionally, we plan to complete several human clinical studies aimed at comparing the ability of Nyloxin Extra Strength to replace prescription pain relievers. We have provided protocols to several hospitals and will provide details and timelines when those protocols have been accepted. We cannot provide any timeline for these studies until adequate financing is available.

To date, our marketing efforts have been limited due to lack of funding. As sales increase, we plan to begin marketing more aggressively to increase the sales and awareness of our products.

Pet Pain–Away

During June of 2013, we announced the launch of our new homeopathic formula for the treatment of chronic pain in companion animals, Pet Pain–Away. Pet Pain–Away is a homeopathic, non–narcotic, non–addictive, over–the–counter pain reliever, primarily aimed at treating moderate to severe chronic pain in companion animals. It is specifically indicated to treat pain from hip dysplasia, arthritis pain, joint pain, and general chronic pain in dogs and cats. The initial product run was completed in December of 2014 and launched through Lumaxa Distributors on December 19, 2014.

In May of 2016, we signed a license agreement to begin the process of creating an infomercial (Direct Response) campaign for Pet Pain–Away. In November of 2016, we announced the license agreement with DEG Productions for the marketing and distribution of Pet Pain–Away globally. DEG created their own website (www.getpetpainaway.com) and began airing commercials in December of 2016.

In February of 2020, we took back the marketing of Pet Pain-Away and are currently selling the product on Amazon.com, Chewy.com, and www.petpainaway.com.

Luxury Feet

In June of 2017, we announced the creation of Luxury Feet; an over–the–counter pain reliever and anti–inflammatory product that is designed for women who experience pain or discomfort due to high heels and stilettos. We announced the official marketing launch of Luxury Feet in March of 2021. The product is currently available through www.luxuryfeet.com and on Amazon.

Equine Pain-Away (Formerly Equine Nyloxin)

In October of 2013, we announced that we were in the process of launching the newest addition to our line of homeopathic treatments for chronic pain, Equine Nyloxin. We had been working with trainers and veterinarians in the equine industry and have already identified distributors for the product. The Equine Nyloxin represents the Company’s first topical solution for the animal market. Equine Nyloxin was rebranded as Equine Pain-Away™ and officially rolled into the market in October of 2019. Equine Pain-Away is being marketed through several retailers and online at www.EquinePainAway.com and on Amazon.

Drug Discovery and Pipeline

Nutra Pharma is developing proprietary therapeutic protein products for the biologics market. The Company has two leading drug candidates: RPI–MN and RPI–78M.

RPI–MN

RPI–MN inhibits the entry of several viruses that are known to cause severe neurological damage in such diseases as encephalitis and Human Immunodeficiency Virus (HIV). It is being developed first for the treatment of HIV.

RPI–78M

RPI–78M is being developed for the treatment of Multiple Sclerosis (MS) and Adrenomyeloneuropathy (AMN). Other neurological and autoimmune disorders that may be served by RPI–78M include Myasthenia Gravis (MG), Rheumatoid Arthritis (RA) and Amyotrophic Lateral Sclerosis (ALS).

RPI–78M and RPI–MN contain anticholinergic peptides that recognize the same receptors as nicotine (acetylcholine receptors) but have the opposite effect. In a specific chemical process unique to Nutra Pharma, the drugs are created through a process of chemical modification.

In September, 2015 RPI–78M was granted Orphan Status by the FDA for the treatment of pediatric Multiple Sclerosis. This allows for much shorter timelines to drug approval, waiver of FDA fees (around $2.5M), rolling review and fast–track approval. Orphan status also allows for potential grant money and other funding opportunities through the clinical process.

RPI–MN and RPI–78M possess several desirable properties as drugs:

● They lack measurable toxicity but are still capable of attaching to and affecting the target site on the nerve cells. This means that patients cannot overdose.

● They display no serious adverse side effects following years of investigations in humans and animals.

● They are extremely stable and resistant to heat, which gives the drugs a long shelf life. The drugs’ stability has been determined to be over 4 years at room temperature. This is extremely unusual for a biologic drug.

● RPI–78M may be administered orally –– a first for a biologic MS drug. This will present MS patients with additional quality of life benefits by eliminating the requirement for routine injections.

● They are easy to administer.

We are currently working with consultants to develop trial protocols for a Phase I/II trial for the use of RPI–78M in the treatment of Pediatric Multiple Sclerosis. Our goal is to initiate these trials in 2026.

Critical Accounting Policies and Estimates

Our condensed consolidated unaudited financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K filed with the SEC on February 17, 2026. We evaluated the applicability of ASU No. 2023-07, Codification Improvements to Segment Reporting (Topic 280) (“ASU 2023-07”), which provides clarifications and improvements to the existing segment reporting requirements. The adoption resulted in expanded segment disclosures; however, it did not have a material impact. Accordingly, there were no material changes to our accounting policies during the three and six months ended ~~March~~June 3130, 2025.

We regularly evaluate the accounting policies and estimates that we use to prepare our condensed consolidated financial statements. In general, management’s estimates are based on historical experience, information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management under different and/or future circumstances.

Results of Operations – Comparison of Three-Month Periods Ended ~~March~~June 3130, 2025 and 2024

Net sales to unrelated customers were $7384,~~974~~532 for the three months ended ~~March~~June 3130, 2025, compared to $3751,~~732~~710 for the same period in 2024—an increase of $3632,~~242~~822, or approximately 9663.0547%. The increase was driven by higher private label customer order volumes and the timing of orders during the current quarter.

Net sales to a related party, Avini Health (Avini), were $3637,~~420~~611 for the three months ended ~~March~~June 3130, 2025, compared to $3436,~~949~~759 for the same period in 2024—a slight increase of $1852,~~471,~~ or approximately 42.2132%. ~~Avini~~Sales ~~began~~to ~~manufacturing~~a ~~certain~~related ~~products~~party ~~in September 2023, and sales~~ during the current quarter remained comparable to the prior-year period.

Cost of sales for the three–month period ended ~~March~~June 3130, 2025 is $4246,~~063~~515 compared to $3718,~~484~~624 for the three–month period ~~March 31,~~June 30, 2024. Our cost of sales includes the direct costs associated with manufacturing, shipping and handling costs. Our gross profit margin for the three–month period ended ~~March~~June 3130, 2025 is $6875,~~331~~628 or 61.909% compared to $3554,~~197~~845 or 4862.430% for the three–month period ended ~~March~~June 3130, 2024. This gross margin includes reserves of $~~5,000~~0 in the current quarter and $15,000 in the prior-year quarter for ~~undelivered~~ undelivered venom and slow-moving inventory~~, with a higher reserve recorded in the prior-year period~~. Excluding the reserve, gross margin for the current quarter (6661.439%) would be ~~comparable~~lower compared to the prior-year period (6978.069%), with the ~~modest~~ variance primarily attributable to ~~slightly~~ higher manufacturing costs related to private label product sales to unrelated parties.

Selling, general and administrative expenses increased by $8791,~~644~~819, or 2633.5%, from $~~330~~274,~~506~~338 for the quarter ended ~~March~~June 3130, 2024 to $~~418~~366,~~150~~157 for the quarter ended ~~March~~June 3130, 2025. The increase was primarily attributable to higher ~~compensation~~consulting ~~expense~~fees related to ~~officers~~general ~~appointed~~business advisory ~~late~~services inand ~~March~~professional ~~2024,~~fees ~~which~~incurred ~~impacted a full quarter~~ in ~~the~~connection ~~current period, as well as increased professional fees associated~~ with the Company’s resumption of SEC filing activities.

Other income was $508,~~000~~750 and $~~300~~3,150 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively. A portion of other income relates to the amortization of debt discounts on convertible notes receivable, which totaled $03,750 and $~~300~~3,150 for the three months ended ~~March~~June 3130, 2025 ~~and~~ and 2024, respectively. The $505,000 recognized during the current quarter of 2025 ~~was~~relates ~~attributable~~ to ~~income~~amounts ~~earned~~received ~~under~~from a ~~short-term~~related ~~research~~party for ~~and~~the ~~development~~shared ~~services~~use ~~contract~~of equipment.

Interest expense, including related party interest expense, increased $1119,~~190~~746 or 1222.9268%, from $8687,~~605~~046 for the quarter ended ~~March~~June 3130, 2024 to $97106,~~795~~ 792 for the quarter ended ~~March~~June 3130, 2025. This increase was primarily due to the increase in amortization of loan discounts in the ~~quarter~~ quarter ended ~~March~~June 3130, 2025 compared to the quarter ended ~~March~~June 3130, 2024.

We carry certain of our debentures at fair value. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt is included in the value of the derivative liabilities. For the three months ended ~~March~~June 3130, 2025 and 2024, the liability related to these hybrid instruments fluctuated, resulting in a ~~loss~~gain of $1704,~~007,309~~622 and a loss of $6656,~~740~~250, respectively. Interest expense on these debentures is included in the change in fair value of ~~loss~~convertible notes and derivatives in the accompanying unaudited condensed consolidated statements of operations.

Gain on settlement of ~~debts~~debt and accrued expense for the three months ended ~~March~~June 3130, ~~2024~~2025 iswas $2153,~~420~~526, compared to noa ~~gain~~loss orof ~~loss~~$7,500 for the corresponding ~~three~~period ~~months~~in ~~ended March 31~~2024, ~~2025,~~primarily ~~reflecting~~due ~~one~~to a gain recognized from a debt settlement executed during the ~~prior~~current quarter.

As a result of the foregoing, our net loss ~~increased~~decreased by $~~977~~736,~~989~~716 or ~~229~~200.0766%, from a net loss of $~~426~~367,~~934~~139 for the quarter ended ~~March~~June 3130, ~~2024~~ 2024 to a net ~~loss~~income of $1369,~~404,923~~577 for the quarter ended ~~March~~June 3130, 2025.

Results of Operations – Comparison of Six-Month Periods Ended June 30, 2025 and 2024

Net sales to unrelated customers were $158,506 for the six months ended June 30, 2025, compared to $89,442 for the same period in 2024—an increase of $69,064, or approximately 77.22%. The increase reflects normal fluctuations in customer order volumes and the timing of orders during the six months period.

Net sales to a related party, Avini Health (Avini), were $74,031 for the six months ended June 30, 2025, compared to $71,708 for the same period in 2024—a slight increase of $2,323, or approximately 3.24%. Sale to a related party during the current six months period remained comparable to the prior-year period.

Cost of sales for the six–month period ended June 30, 2025 is $83,578 compared to $41,108 for the six–month period June 30, 2024. Our cost of sales includes the direct costs associated with manufacturing, shipping and handling costs. Gross profit for the six months ended June 30, 2025 was $143,959, or 61.91%, compared to $90,042, or 55.87%, for the comparable period in 2024. Gross profit for both periods includes inventory reserves of $5,000 in the current six-month period and $30,000 in the prior-year period related to undelivered venom and slow-moving inventory. Excluding these reserves, gross margin for the six months ended June 30, 2025 would have been approximately 64.1%, compared to 74.5% for the prior-year period. The decrease in adjusted gross margin is primarily attributable to higher manufacturing costs associated with private label product sales to unrelated parties.

Selling, general and administrative expenses increased by $179,463, or 29.67%, from $604,844 for the six months ended June 30, 2024 to $784,307 for the six months ended June 30, 2025. The increase was primarily attributable to higher consulting fees related to general business advisory services and professional fees incurred in connection with the Company’s resumption of SEC filing activities.

Other income totaled $58,750 and $3,450 for the six months ended June 30, 2025 and 2024, respectively. Amounts attributable to the amortization of debt discounts on convertible notes receivable were $3,750 and $3,450 for the six months ended June 30, 2025 and 2024, respectively. The increase in other income for the 2025 period was primarily driven by $50,000 recognized in the first quarter of 2025 under a short-term research and development services contract. The remaining $5,000 relates to a one-time related-party reimbursement for shared equipment usage recognized in the second quarter of 2025.

Interest expense, including related party interest expense, increased $30,936 or 17.8%, from $173,651 for the six months ended June 30, 2024 to $204,587 for the six months ended June 30, 2025. This increase was primarily due to the increase in amortization of loan discounts in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

We carry certain of our debentures and common stock warrants at fair value. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt, options and warrants are included in the value of the derivative liabilities. For the six months ended June 30, 2025 and 2024, the liability related to these hybrid instruments fluctuated, resulting in a loss of $302,687 and $122,990, respectively. Interest expense on these debentures is included in the change in fair value of convertible notes and derivatives in the accompanying unaudited condensed consolidated statements of operations.

Gain on settlement of debt and accrued expenses for the six months ended June 30, 2025 was $53,526, compared to a gain of $13,920 for the corresponding period in 2024. The higher gain in 2025 was primarily attributable to a debt settlement executed during the current period. In contrast, the gain recognized in the 2024 period primarily resulted from settlements through the issuance of common stock in the first quarter of 2024, with the amount of gain influenced by fluctuations in the Company’s stock price.

As a result of the foregoing, our net loss increased by $241,273 or 30.38%, from net loss of $794,073 for the six months ended June 30, 2024 to a net loss of $1,035,346 for the six months ended June 30, 2025.

Liquidity and Capital Resources

We have incurred significant losses from operations and working capital and stockholders’ deficits raise substantial doubt about our ability to continue as a going concern. Further, as stated in Note 1 to our condensed consolidated unaudited financial statements for the period ended ~~March~~June 3130, 2025, we have an accumulated deficit of $77,~~636~~266,~~060~~483 at ~~March~~June 3130, 2025. In addition, we have a significant ~~amount~~ amount of indebtedness in default, a working capital deficit of $1615,~~296~~888,~~563~~753 and a stockholders’ deficit of $1615,~~212~~833,~~837~~260 at ~~March 31~~June 30, 2025.

Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity, and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate. As of the date of the filing of this report, we do not believe that our source of cash is adequate for the next 12 months of operation and there is substantial doubt about our ability to continue as a going concern. In addition, our common stock is presently on the OTC Market Group’s Expert Market, which means that the Company’s common stock is not eligible for proprietary broker-deal quotes.

Current operations are primarily being funded through a combination of product sales, promissory notes and convertible notes. During the ~~three~~six months ended ~~March~~June 3130, 2025, we raised $~~423~~810,~~556~~056 through the issuance of convertible notes.

WeAs ~~expect~~only toa ~~utilize~~limited ~~the~~amount of proceeds from these funds ~~and~~remains, the Company will require additional capital to manufacture Nyloxin and Pet Pain–Away and to reduce our debt level. We estimate that we will require approximately $1,200,000 to fund our existing operations over the next twelve months. These costs include: (i) compensation for six (6) full-time employees; (ii) compensation for various consultants who we deem critical to our business; (iii) general office expenses including rent and utilities; (iv) product liability insurance; and (v) outside legal and accounting services. These costs reflected in (i) – (v) do not include research and development costs or other costs associated with clinical studies.

Our ability to meet our future operating expenses is highly dependent on the amount of such future revenues. To the extent that future revenues from the sales of Nyloxin and Pet Pain-Away are insufficient to cover our operating expenses we may need to raise additional equity capital, which could result in substantial dilution to existing shareholders. There can be no assurance that we will be able to raise sufficient equity capital to fund our working capital requirements on terms acceptable to us, or at all. We may also seek additional loans from our officers and directors; however, there can be no assurance that we will be successful in securing such additional loans.

Uncertainties and Trends

Our operations and possible revenues are dependent now and in the future upon the following factors:

● Whether we successfully develop and commercialize products from our research and development activities. ● If we fail to compete effectively in the intensely competitive biotechnology area, our operations and market position will be negatively impacted. ● If we fail to successfully execute our planned partnering and out-licensing of products or technologies, our future performance will be adversely affected. ● The recent economic downturn and related credit and financial market crisis may adversely affect our ability to obtain financing, conduct our operations and realize opportunities to successfully bring our technologies to market. ● Biotechnology industry related litigation is substantial and may continue to rise, leading to greater costs and unpredictable litigation. ● The decline in sales to Avini, as Avini has begun manufacturing its own products. This shift is expected to reduce our revenues going forward and may require us to develop new customer relationships or product lines to offset the reduction. ● If we fail to comply with extensive legal/regulatory requirements affecting the healthcare industry, we will face increased costs, and possibly penalties and business losses.

Off–Balance Sheet Arrangements

We have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:

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

We do not have any off-balance sheet arrangements or commitments that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material, other than those which may be disclosed in this Management’s Discussion and Analysis of Financial Condition and the audited Consolidated Financial Statements and related notes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of ~~March~~June 3130, 2025, we carried out an evaluation under the supervision and the participation of our Chief Executive Officer, of the effectiveness of our disclosure controls and procedures as of ~~March~~June 3130, 2025, as defined in Rule 13a–15 under the Securities Exchange Act of ~~1934~~ 1934 (“Exchange Act”). Based on that evaluation, our management, including our Chief Executive Officer, concluded that, because of the material weaknesses in internal control over financial reporting discussed in Section 9A of our annual report on Form 10–K, our disclosure controls and procedures were not effective, at a reasonable assurance level, as of ~~March~~June 3130, 2025. In light of this, we performed additional post–closing procedures and analyses in order to prepare the Condensed Consolidated Unaudited Financial Statements included in this report. As a result of these procedures, we believe our Condensed Consolidated Unaudited Financial Statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented. A control system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the company have been detected.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, who also acted as our Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or 15d–15 under the Exchange Act that occurred during the ~~quarter~~six months ended ~~March~~June 3130, 2025 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Marc Weller v. Nutra Pharma Corporation, Case No. CACE-24-018346

In January 2026, the Company entered into a settlement agreement with Marc Weller resolving litigation in Broward County, Florida. Pursuant to the settlement, the Company agreed to cancel and extinguish outstanding notes with an aggregate carrying value of approximately $175,000 in exchange for $20,000 in cash (payable in installments through April 2026) and the issuance of 60 million shares of common stock.

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note. Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL, however, the mediation was unsuccessful. Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlement. The total liability recorded prior to the settlement on May 19, 2025 was $178,526, consisting of $91,156 in principal and $87,370 in accrued interest. The settlement ofresulted ~~$125,000 will result~~ in a gain ~~on settlement~~ of $53,526, which ~~will~~was be recognized ~~upon~~during ~~full~~the ~~satisfaction~~second quarter of ~~the payment terms~~2025.

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~There~~During ~~were~~May no2025, ~~unregistered~~the ~~sales~~Company issued 100,000,000 shares of ~~equity~~its ~~securities~~common stock to a service provider pursuant to consulting agreement. These shares have been recorded as common stock to be issued as of June 30, 2025, as the transfer agent had not yet completed the issuance process.

Item 3. Defaults Upon Senior Securities

As of ~~March~~June 3130, 2025, certain of the Company’s promissory notes and convertible promissory notes were in default. The Company is currently negotiating settlements with the respective noteholders. Additional information regarding these notes is included in Note 6 – Debt Notes to the condensed consolidated financial statements included in Part I of this report.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Title
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief 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
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NUTRA PHARMA CORP.
		Registrant
Dated: March 11, 2026		/s/ Michael Flax, DDS
Dated: March 25, 2026		/s/ Michael Flax, DDS
		Michael Flax, DDS
		Chief Executive Officer/Chief Financial Officer

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