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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2025

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

For the transition period from __________ to __________

Commission File Number: 000-50773

IIOT-OXYS, INC.

(Exact name of Registrant as specified in its charter)

Nevada		81-3485426
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

705 Cambridge Street, Cambridge, Massachusetts		02141
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number, including area code: (401) 307-3092

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001

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

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

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

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

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

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

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

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

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of its most recently completed second fiscal quarter based upon the price at which the common equity was last sold was $339,789.

As of May 11, 2026, there were 586,385,063 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I	1
Item 1. Business.	1
Item 1A. Risk Factors.	4
Item 1B. Unresolved Staff Comments.	4
Item 1C. Cybersecurity.	4
Item 2. Properties.	5
Item 3. Legal Proceedings.	5
Item 4. Mine Safety Disclosures.	5
PART II	6
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6
Item 6. [Reserved]	8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 7A. Quantitative And Qualitative Disclosures About Market Risk.	13
Item 8. Financial Statements.	13
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.	13
Item 9A. Controls and Procedures.	13
Item 9B. Other Information.	14
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	14
PART III	15
Item 10. Directors, Executive Officers and Corporate Governance.	15
Item 11. Executive Compensation.	17
Item 12. Security Ownership of Certain Beneficial Owners and Management.	19
Item 13. Certain Relationships and Related Transactions, and Director Independence.	22
Item 14. Principal Accountant Fees and Services.	24
PART IV	26
Item 15. Exhibits, Financial Statement Schedules.	26
Item 16. Form 10-K Summary.	28
SIGNATURES	29

Forward-Looking Statements

The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning possible or assumed future operations, business strategies, need for financing, competitive position, potential growth opportunities, ability to retain and recruit personnel, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

Factors that may cause differences between actual results and those contemplated by forward-looking statements are not limited to the following:

	·	geo-political events, government responses to such events and the related impact on the economy both nationally and internationally;
	·	general market and economic conditions;
	·	our ability to acquire new customers;
	·	our ability to maintain and grow our business with our current customers;
	·	our ability to meet the volume and service requirements of our customers;
	·	industry consolidation, including acquisitions by us or our competitors;
	·	capacity utilization and the efficiency of manufacturing operations;
	·	success in developing new products;
	·	timing of our new product introductions;
	·	new product introductions by competitors;
	·	the ability of competitors to more fully leverage low cost geographies for manufacturing or distribution;
	·	product pricing, including the impact of currency exchange rates;
	·	effectiveness of sales and marketing resources and strategies;
	·	adequate manufacturing capacity and supply of components and materials;
	·	strategic relationships with our suppliers;
	·	product quality and performance;
	·	protection of our products and brand by effective use of intellectual property laws;
	·	the financial strength of our competitors;
	·	the outcome of any future litigation or commercial dispute;
	·	barriers to entry imposed by competitors with significant market power in new markets;
	·	government actions throughout the world; and
	·	our ability to service debt, when due.

Although the forward-looking statements in this Annual Report on Form 10-K (the “Annual Report”) are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to update this Annual Report or otherwise make public statements updating our forward-looking statements.

Introductory Comment

Unless otherwise indicated, any reference to “the Company”, “our company”, “we”, “us”, or “our” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation.

PART I

Item 1.

Business.

Historical Background

We were incorporated in the State of New Jersey on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation, and subsequently changed our name to Gotham Capital Holdings, Inc. on May 18, 2015. We commenced operations in the beauty supply industry as of January 1, 2004. On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business. From January 1, 2009 until July 28, 2017, we had no operations and were a shell company.

On March 16, 2017, our Board of Directors adopted resolutions, which were approved by shareholders holding a majority of our outstanding shares, to change our name to “IIOT-OXYS, Inc.”, to authorize a change of domicile from New Jersey to Nevada, to authorize a 2017 Stock Awards Plan, and to approve the Securities Exchange Agreement (the “OXYS SEA”) between the Company and OXYS Corporation (“OXYS”), a Nevada corporation incorporated on August 4, 2016.

Under the terms of the OXYS SEA we acquired 100% of the issued voting shares of OXYS in exchange for 34,687,244 shares of our Common Stock. We also cancelled 1,500,000 outstanding shares of our Common Stock and changed our management to Mr. DiBiase who also served in the management of OXYS. Also, one of our principal shareholders entered into a consulting agreement with OXYS to provide consulting services during the transition. The OXYS SEA was effective on July 28, 2017, and our name was changed to “IIOT-OXYS, Inc.” at that time. Effective October 26, 2017, our domicile was changed from New Jersey to Nevada.

At the present time, we have two wholly owned subsidiaries which are OXYS Corporation and HereLab, Inc. (an entity immaterial to our operations), through which our operations are conducted.

General Overview

IIOT-OXYS, Inc., a Nevada corporation (the “Company”), and OXYS, were originally established for the purposes of designing, building, testing, and selling Edge Computing systems for the Industrial Internet. Both companies were, and presently are, early stage technology startups that are largely pre-revenue in their development phase. The Company received its first revenues in the last quarter of 2017, but has had limited ability to grow the company due to limited ability to raise funds.

We develop hardware, software and algorithms that monitor, measure and predict conditions for energy, structural, agricultural and medical applications. We use domain-specific Artificial Intelligence to solve industrial and environmental challenges. Our engineered solutions focus on common sense approaches to machine learning, algorithm development and hardware and software products. We design a system of hardware and software, assemble, install, monitor data and apply our algorithms to help provide the customer insights.

We use off-the-shelf components, with reconfigurable hardware architecture that adapts to a wide range of customer needs and applications. We use open-source software tools, while still creating proprietary content for customers, thereby reducing software development time and cost. The software works with the hardware to collect data from the equipment or structure that is being monitored.

We focus on developing insights. We develop algorithms that help our customers create insights from vast data streams. The data collected is analyzed and reports are created for the customer. From these insights, the customer can act to improve their process, product or structure.

OUR SOLUTIONS ACHIEVE TWO OBJECTIVES

ADD VALUE

	·	We show clear path to improved asset reliability, machine uptime, machine utilization, energy consumption, and quality.

	·	We provide advanced algorithms and insights as a service.

RISK MINIMIZATION

	·	We use simple measurements which are minimally invasive.

	·	We do not interfere with command and control of critical equipment.

	·	We do not interfere with machine control networks.

WHAT MARKETS WE SERVE

SMART MANUFACTURING – MEDICAL DEVICES, BIOTECH, AND PHARMACEUTICAL SUPPLY CHAIN

We help our customers maintain machine uptime and maximize operational efficiency. We also enable then to do energy monitoring, predictive maintenance that anticipates problems before they happen, and improve part and process quality. We are on the operations side, not the patient-facing side. In this market vertical, our customers must provide high-quality products that must also pass rigorous review by governing bodies such as the FDA. Here again, we focus on machine uptime, operational efficiency, and predictive maintenance to avoid unplanned downtime.

SMART INFRASTRUCTURE

For bridges and other civil infrastructure, local, state and federal agencies have limited resources. We help our clients prioritize how to spend limited funds by addressing those fixes which need to be made first.

OUR UNIQUE VALUE PROPOSITION

EDGE COMPUTING AS A COMPLIMENT TO CLOUD COMPUTING

Within the Internet of Things (“IoT”) and Industrial Internet of Things (“IIoT”), most companies right now are adopting an approach which sends all sensor data to the cloud for processing. We specialize in edge computing, where the data processing is done locally right where the data is collected. We also have advanced cloud-based algorithms that implement various machine learning and artificial intelligence algorithms.

ADVANCED ALGORITHMS

We have sought to differentiate from our competitors by developing advanced algorithms on our own and in collaboration with strategic partners These algorithms are an essential part of the edge computing strategy that convert raw data into actionable knowledge right where the data is collected without having to send the data to the cloud first.

RECONFIGURABLE HARDWARE AND SOFTWARE

Instead of focusing on creating tools, we use open-source tools to create proprietary content.

Marketing

Our marketing and sales efforts are divided into several distinct categories:

	1)	We work with partners to leverage their sales and marketing channels.
	2)	Direct business development and discussions with end use customers by company management; and
	3)	Trade shows and international technical, sales and marketing meetings.

Competition

We have two principal sources of competition. The first comes from large companies such as Siemens, PTC, IBM, GE, Amazon, Google, etc., who all have their efforts in IIoT. However, these large companies are cloud – computing centric and they are trying to move towards edge devices from their present position of being solely cloud computing based. We will be starting in edge computing from day one as opposed to force-fitting a cloud-based solution into the limited computational capability and storage space of an edge device. We believe our systems will be more computationally efficient compared to a cloud-based solution which requires more computational resources.

The second source of competition is from startups who are in the edge computing space. Examples are FogHorn Systems Inc., Tulip Interfaces, and MachineSense. There will be additional startups that will specifically target the edge computing space as investor awareness and the technical focus shifts from cloud computing to edge computing. Whereas other startups focus on the development of proprietary tools for edge computing, our solutions will use open-source tools but will still create proprietary algorithms and software content for clients and customers. We feel this methodology of creating proprietary solutions using open-source tools will allow us to rapidly address current and future customer needs.

Government Regulation

At present, we do not require any governmental approval of any of our products or services.

Environmental Laws

At present, we are not regulated by any environmental laws.

Research and Development

We work with our partners to develop IP.

The efforts in research and development have already resulted in significant customer interest in various market verticals including industrial, automotive, aerospace, agricultural, infrastructure, and power generation.

Employees

As of May 11, 2026, we have one full-time employee, including the CEO.

At the present time, except for the funding received from Cambridge MedSpace LLC (which was exchanged into equity) and from GHS Investments LLC (“GHS”), there are no conflicts of interest between the Company and any of our officers and directors. This was determined as follows: i) none of their outside activities are soliciting business from our customers or business contacts; ii) they are not soliciting our investors to invest in other ventures; and iii) they are not soliciting our contract employees to leave us and join other efforts. At present, all our business services are provided by outside contractors.

Item 1A.

Risk Factors.

As a Smaller Reporting Company, we are not required to furnish information under this Item 1A.

Item 1B.

Unresolved Staff Comments.

Not applicable.

Item 1C.

Cybersecurity.

For purposes of this section:

“Cybersecurity incident” means an unauthorized occurrence, or a series of related unauthorized occurrences, on or conducted through our information systems that jeopardizes the confidentiality, integrity, or availability of our information systems or any information residing therein.

“Cybersecurity threat” means any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

“Information systems” means electronic information resources, owned or used by us, including physical or virtual infrastructure controlled by such information resources, or components thereof, organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of our information to maintain or support our operations.

Risk Management and Strategy

Our website is monitored by a third party to check if our website is secure. We are prepared to inform all parties necessary if any breach of cyber-security were to happen. We have never had this problem and so we have never had to inform consultants, auditors, or other third parties.

We have never had a breach of cyber-security at any point in our past. The risk to us of cybersecurity threats is in data storage of customer questions and emails. A breach of customers’ data could negatively materially affect our public trust and could result in loss of customers and revenue.

Governance

Our board of directors has no specific processes for monitoring cybersecurity within the Company. There is no subcommittee specifically for monitoring cybersecurity in the company.

Our management monitors our websites and online accounts frequently to manage risks associated with cyber-security risks. Our management communicates with our board on matters of cybersecurity but, has not had to inform them of any breaches thus far.

Item 2.

Properties.

We currently do not own any properties.

Item 3.

Legal Proceedings.

We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in aggregate, a material adverse effect on our business, financial condition or operating results. From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 4.

Mine Safety Disclosures.

Not Applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the OTCID under the symbol “ITOX.” The table below sets forth for the periods indicated the quarterly high and low bid prices as reported by OTC Markets. Limited trading volume has occurred during these periods. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

FISCAL YEAR ENDING DECEMBER 31, 2026		Quarter		High				Low
		First		$	0.0015			$	0.0006

FISCAL YEAR ENDED DECEMBER 31, 2025	Quarter	High		Low
	First	$	0.0013	$	0.0006
	Second	$	0.0010	$	0.0006
	Third	$	0.0008	$	0.0004
	Fourth	$	0.0011	$	0.0005

FISCAL YEAR ENDED DECEMBER 31, 2024	Quarter	High		Low
	First	$	0.0012	$	0.0005
	Second	$	0.0015	$	0.0006
	Third	$	0.0015	$	0.0008
	Fourth	$	0.0013	$	0.0007

Our common stock is considered to be penny stock under rules promulgated by the SEC. Under these rules, broker-dealers participating in transactions in these securities must first deliver a risk disclosure document which describes risks associated with these stocks, broker-dealers’ duties, customers’ rights and remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based on financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing, provide monthly account statements to customers, and obtain specific written consent of each customer. With these restrictions, the likely effect of designation as a penny stock is to decrease the willingness of broker-dealers to make a market for the stock, to decrease the liquidity of the stock and increase the transaction cost of sales and purchases of these stocks compared to other securities.

Holders

As of the close of business on May 11, 2026, we had approximately 134 holders of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. We have appointed Issuer Direct, 1981 East 4800 South, Suite 100, Salt Lake City, UT 84117, to act as transfer agent for the common stock.

Dividends

We have never declared a cash dividend on our common stock and our Board of Directors does not anticipate that we will pay cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results, capital requirements, restrictions contained in our agreements and other factors which our Board of Directors deems relevant.

We are obligated to pay dividends to certain holders of our preferred stock which we pay out of legally available funds from time to time or reach arrangements with our holders of preferred stock to convert limited quantities of preferred stock at favorable conversion prices in lieu of dividend payments.

Securities Authorized for Issuance under Equity Compensation Plans

As of December 31, 2025, the Company had three equity compensation plans: the 2017 Stock Incentive Plan (the "2017 Plan"), the 2019 Stock Incentive Plan (the "2019 Plan"), and the 2022 Stock Incentive Plan (the "2022 Plan"). Each of the Plans was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors adopted on April 10, 2026. As of December 31, 2025, there were no securities issuable upon exercise of outstanding options, warrants, or rights under any of the Plans, and no securities remained available for future issuance under the Plans. The Company has no outstanding stock options.

Plan category

Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights

Weighted-average
exercise price of
outstanding
options, warrants
and rights

Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

–

Equity compensation plans not approved by security holders

–

Total

–

2017 Stock Incentive Plan

On March 16, 2017, our board of directors assumed the 2017 Stock Awards Plan adopted by the Company while domiciled in New Jersey. No awards were made under this plan. On December 14, 2017, the Board of Directors terminated this plan and adopted a new 2017 Stock Incentive Plan (the “2017 Plan”). The purposes of the 2017 Plan are (a) to enhance our ability to attract and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.

There are 4,500,000 shares of common stock authorized for non-qualified and incentive stock options, restricted stock units, restricted stock grants, and stock appreciation rights under the 2017 Plan, which are subject to adjustment in the event of stock splits, stock dividends, and other situations.

The 2017 Plan is administered by our board of directors; however, the board of directors may designate administration of the 2017 Plan to a committee consisting of at least two independent directors. Only employees of our Company or of an “Affiliated Company”, as defined in the 2017 Plan, (including members of the board of directors if they are employees of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the Plan. Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and “Service Providers”, as defined in the 2017 Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under the 2017 Plan. All awards are subject to Section 162(m) of the Internal Revenue Code.

Stock Options

We currently have no outstanding stock options.

Recent Sales of Unregistered Securities

During the quarter ended December 31, 2025, there were no unreported unregistered sales of equity securities.

Item 6.

[Reserved]

Item 7.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements

Basis of Presentation

The financial information presented below and the following Management Discussion and Analysis of the Consolidated Financial Condition, Results of Operations, Stockholders’ Equity and Cash Flow for the quarterly periods ended September 30, 2025 and 2024 gives effect to our acquisition of OXYS Corporation (“OXYS”) on July 28, 2017. In accordance with the accounting reporting requirements for the recapitalization related to the “reverse merger” of OXYS, the financial statements for OXYS have been adjusted to reflect the change in the shares outstanding and the par value of the common stock of OXYS. Additionally, all intercompany transactions between the Company and OXYS have been eliminated.

Forward-Looking Statements

Statements in this management’s discussion and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition, involve risks and uncertainties. Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

Factors that may cause differences between actual results and those contemplated by forward-looking statements are not limited to the following:

	·	the impact of conflicts between the Russian Federation and Ukraine and Israel in on our operations;

	·	geo-political events, such as the crisis in Ukraine and Israel, government responses to such events and the related impact on the economy both nationally and internationally;

	·	general market and economic conditions;

	·	our ability to maintain and grow our business with our current customers;

	·	our ability to meet the volume and service requirements of our customers;

	·	industry consolidation, including acquisitions by us or our competitors;

	·	capacity utilization and the efficiency of manufacturing operations;

	·	success in developing new products;

	·	timing of our new product introductions;

	·	new product introductions by competitors;

	·	the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution;

	·	product pricing, including the impact of currency exchange rates;

	·	effectiveness of sales and marketing resources and strategies;

	·	adequate manufacturing capacity and supply of components and materials;

	·	strategic relationships with our suppliers;

	·	product quality and performance;

	·	protection of our products and brand by effective use of intellectual property laws;

	·	the financial strength of our competitors;

	·	the outcome of any future litigation or commercial dispute;

	·	barriers to entry imposed by competitors with significant market power in new markets; and

	·	government actions throughout the world.

You should not rely on forward-looking statements in this document. This management’s discussion contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements.

Critical Accounting Policies

The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. We continually evaluate the accounting policies and estimates used to prepare the financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.

We regularly review the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment.

When we issue convertible debt or convertible preferred stock, we first evaluate the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity, and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations.

Historical Background

We were incorporated in the State of New Jersey on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation and subsequently changed our name to Gotham Capital Holdings, Inc. on May 18, 2015. We commenced operations in the beauty supply industry as of January 1, 2004. On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business. From January 1, 2009 until July 28, 2017, we had no operations and were a shell company.

At the present time, we have two wholly owned subsidiaries which are OXYS Corporation and HereLab, Inc. (an entity immaterial to our operations), through which our operations are conducted.

General Overview

IIOT-OXYS, Inc., a Nevada corporation (the “Company”), and OXYS, were originally established for the purposes of designing, building, testing, and selling Edge Computing systems for the Industrial Internet. Both companies were early-stage technology startups that are largely pre-revenue in their development phase. HereLab (an entity immaterial to our operations) is also an early-stage technology development company.

Results of Operations for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

For the year ended December 31, 2025, we earned $0 revenues and recorded related cost of sales of $0. Our operating expenses were $532,791, which included payroll costs of $163,200, amortization of intangible assets of $149,449, legal and professional fees of $153,857, and general and administrative expenses of $66,285. We recorded net other expense of $125,055, consisting of a gain of $40,258 due to change in fair market value of derivative liability, loss on derivatives of $32,203 on Series D Convertible Preferred Stock, gain on extinguishment of debt of $78,884, forgiveness of EIDL loan and other miscellaneous income of $70,958, and interest expense of $282,952. We also recorded $783,414 of preferred stock dividend on convertible preferred stock for the year ended December 31, 2025. As a result, we incurred a net loss attributable to common stockholders of $1,441,260 for the year ended December 31, 2025.

For the year ended December 31, 2024, we earned revenues of $2,500 and recorded related cost of sales of $2,125. Our operating expenses were $428,274, which included payroll costs of $200,000, amortization of intangible assets of $49,636, legal and professional fees of $147,991, and general and administrative expenses of $30,647. We recorded net other expense, of $251,836 consisting of loss of $111,523 due to change in fair market value of derivative liability, , forgiveness of EIDL loan of $34,228, and interest expense of $174,541. We also recorded $84,920 as preferred stock dividend on convertible preferred stock for the year ended December 31, 2024. As a result, we incurred a net loss attributable to common stockholders of $764,655 for the year ended December 31, 2024.

During the current and prior year period, we did not record an income tax benefit due to the uncertainty associated with the Company’s ability to utilize the deferred tax assets.

No revenues were earned in the year 2025 and, thus, revenues were less than those in the same period in 2024. We believe revenue growth for the rest of 2026 will be challenging given the difficulty in raising additional capital to fuel sales and marketing efforts. Potential future revenue growth depends on our ability to raise said capital and the following factors:

	·	Our DOT Bridge Monitoring Contract ended in December 2023 but we believe our Structural Health Monitoring (“SHM”) vertical is the foundation of our future revenue stream. Discussions with our main contractor to the DOT revealed that the monitoring program in which we’ve participated in previous years has been suspended with no foreseeable plans to restart the program. Despite this setback, our main contractor has confirmed we can continue to monitor our two sites (at our cost), which will allow us to effectively market our system and services to local municipalities and other state DOTs. We continue to pursue DOT contacts in two other northeast states, but these may not convert to contracts for another year. Projects with local municipalities in our current northeast state also continue to be prospected and may convert to contracts sometime in 2026, as they are based on potential state grants and not dependent on state or municipal budget cycles.

	·	Our Smart Manufacturing vertical is another potential source of future revenue based on the strong use case developed from our CNC POC and SaaS contracts in previous years. Although the SaaS contract ended in May 2024, the tool cost savings exceeded our projections and our customer’s expectations. This previous customer will continue to endorse our capabilities and services, including promotional video material previously released and pending. We believe their endorsement and promotional videos are valuable collateral to prospect future Smart Manufacturing CNC business. Additional POCs for other discrete manufacturing processes, including metal stamping, plastic injection molding, plastic extrusion, and automated assembly and test are also potential avenues of future revenue streams.

	·	We believe our strategic partnership continues to be our greatest asset. The strength of our Aingura IIoT, S.L. partnership provides supplemental expertise, equipment and software, which ensures our ability to bring value to our prospective customers. Their recent successes in expanding their minimally invasive monitoring and predictive algorithms into heavy industrial equipment applications bodes well for additional U.S. collaborations with us.

Despite these positive factors, we continue to face significant headwinds and we have not been able to raise material funds for ongoing operations through our existing financing agreements due to market conditions. Our management continues to secure limited funding from our lead investor to pay for ongoing expenses and our leadership team is considering our options for both the short and long term. Given the current challenges in raising adequate funds, management is pursuing options including vetting suitable companies to merge with or acquire us.

We believe we’ve created valuable assets from our business development in these industries, which are strong in both their size and growth. The global smart manufacturing (also known as Industry 4.0) was 233.3 billion in 2024 and will reach $479 billion by 2029 (CAGR 15.5%)¹, and the worldwide SHM industry is $2.5 billion in 2024 and will reach $4.1 billion by 2029 (CAGR of 10.4%)².

Given the valuable real-world data we have collected, our Artificial Intelligence (“AI”) Machine Learning algorithms we have developed, strong use cases and marketing collateral developed from our data and algorithms, combined with our prudent operational execution, we believe our company’s assets have potential future revenue growth, that will be attractive to prospective partners interested in an acquisition or merger.

On November 5, 2025, control of the Company was transferred to GHS, our lead investor. Vidhydahar Mitta, our independent board member, and Karen McNemar, our interim CFO and COO, resigned from their positions. Cliff Emmons continues in the role of CEO and, together with our new board, we are optimistic that under this new leadership the Company will have greater access to capital to secure additional assets for the Company, including potential synergistic mergers. We expect the net result will result in increased shareholder value.

________________

¹ https://www.marketsandmarkets.com/Market-Reports/smart-manufacturing-market-105448439.html

² https://www.marketsandmarkets.com/Market-Reports/structural-health-monitoring-market-101431220.html

Liquidity and Capital Resources for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

At December 31, 2025, we reported a cash and cash equivalents balance of $26,342 as a result of net increase of $2,749 from $23,593 cash balance at December 31, 2024. This increase in cash and cash equivalents was primarily as a result of net cash used in operating activities of $195,051 offset by net cash provided by sale of Series D convertible preferred stock of $210,000 less cash payments of $12,200 in offering costs.

Operating Activities

Net cash flows used in operating activities for the year ended December 31, 2025 was $195,051, primarily attributed to the net loss of $1,441,260, write-down of intangible assets of $99,949, amortization of intangible assets of $49,500, issuance of common stock for services of $11,760, amortization of debt discount on Series B and D Preferred Stock of $46,800, gain on change in the fair value of derivative liability of $40,258, and net increase in operating assets and liabilities of $1,078,458. The Company recorded changes in operating assets and liabilities, primarily attributable to a decrease in prepaid expenses and other current assets of $2,139, decrease in accounts payable of $125,679, increase in accrued liabilities of $816,103, increase in derivative liabilities of $233,003, decrease in shares payable to related parties of $18,638, and increase in salaries payable to related parties of $171,530 converted into by issuance of Series E Preferred Stock.

Net cash flows used in operating activities for the year ended December 31, 2024 was $46,391, primarily attributed to the net loss of $764,655, amortization of intangible assets of $49,636, loss on change in the fair market value of derivative liabilities of $111,523, and net increase in operating assets and liabilities of $557,105. The Company recorded changes in operating assets and liabilities primarily attributable to a decrease in accounts receivable of $5,460, decrease in prepaid expenses and other current assets of $167, increase in accounts payable of $118,276, increase in accrued liabilities of $159,776, increase in derivative liabilities of $111,612, increase in shares payable to related parties of $3,413, and increase in salaries payable to related parties of $158,402.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2025 and 2024 was $0.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2025 was $197,800, due to cash received from sale of Series D Convertible Preferred Stock of $210,000 less cash paid for offering costs of $12,200.

Net cash provided by financing activities for the year ended December 31, 2024 was $69,340 due to cash received of $75,600 from equity financing of convertible preferred stock, net of cash payment of $6,260 in commissions and legal fees paid in connection with the capital raise.

As a result of the above activities, the Company recorded an increase in cash and cash equivalents of $2,749 for the year ended December 31, 2025, and an increase in cash and cash equivalents of $22,949 for the year ended December 31, 2024, respectively.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, has a working capital deficit of $2,309,032, net loss incurred for the year ended December 31, 2025 of $1,441,260, net cash used in operating activities of $195,051, and has an accumulated deficit of $12,649,512 as of December 31, 2025. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.

Item 7A.

Quantitative And Qualitative Disclosures About Market Risk.

As a Smaller Reporting Company, we are not required to furnish information under this Item 7A.

Item 8.

Financial Statements.

The financial statements and supplementary data required by this item are included following the signature page of this Annual Report.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

None.

Item 9A.

Controls and Procedures.

Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive Officer, Clifford Emmons, who serves as our principal executive officer and principal financial and accounting officer, respectively, as appropriate, to allow timely decisions regarding required disclosure. Mr. Emmons evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of December 31, 2025. Based on his evaluation, Mr. Emmons concluded that, due to a material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2025. In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing this Annual Report.

These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based upon Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

During its evaluation, management noted certain matters involving internal control and its operation that we consider to be significant deficiencies or material weaknesses under standards of the Public Company Accounting Oversight Board (“PCAOB”). A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We noted deficiencies involving lack of segregation of duties, lack of governance/oversight, and lack of internal control documentation that we believe to be material weaknesses.

Because of this material weaknesses, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025, based on criteria described in Internal Control – Integrated Framework (2013) issued by COSO.

Remediation of the Material Weakness

We are evaluating the material weaknesses and developing a plan of remediation to strengthen our overall internal control over financial reporting. The remediation plan will include the creation and adoption of a formal policy manual specifically dealing with segregation of duties, implementation of internal controls and corporate governance surrounding financial controls.

Due to a material weakness as disclosed in the 2024 Annual Report on Form 10-K, we committed to the same remediation plan, as disclosed above; however, due to lack of resources, we were unable to execute the contemplated remediation plan. If we are unable to increase our workforce, we may never be able to implement the remediation plan proposed above.

We are committed to maintaining a strong internal control environment and we believe that these remediation efforts will represent significant improvements in our controls. We have started to implement these steps, as disclosed above; however, some of these steps will take time to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be required over time. Until the remediation steps set forth above are fully implemented and tested, the material weakness described above will continue to exist.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information.

During the quarter ended December 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable to the Company.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Current Management

The following table sets forth information concerning our directors and executive officers:

Name	Position	Age
*Executive Officers*:
Clifford L. Emmons	Chief Executive Officer, President, Interim Chief Technical Officer	64

*Directors*:
Clifford L. Emmons	Director	64
Mark Grober	Director	41
Sarfraz Hajee	Director	41
Matthew Schissler	Director	54

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.

Business Experience of Executive Officers and Directors

The principal occupation and business experience during the past five years for our executive officers and directors is as follows:

Clifford L. Emmons: Mr. Emmons has served as our Chief Executive Officer, President, and director since June 4, 2018. From 1995 to 2017, Mr. Emmons worked for Medtronic, a global leader in medical technology, services, and solutions, where he served in various capacities including several Vice President and Director positions. Mr. Emmons is also the founder of AHI, LLC, a consultancy firm. Mr. Emmons received an Executive Certificate in Strategy & Innovation from MIT, a Masters of Science in Management Engineering from the University of Bridgeport, a Bachelor of Science in Electrical Engineering from the University of New Haven, and a Bachelor of Science in Mechanical Engineering from the University of Connecticut.

Mark Grober: Mr. Grober has served as a director since November 5, 2025. Over the past five years, Mark Grober’s principal occupation has been serving as Founder and Member of GHS Investments, LLC. GHS Investments, LLC is not a parent, subsidiary, or affiliate of the Company. Mr. Grober brings over 17 years of experience in PIPE (Private Investment in Public Equity) transactions and has co-founded multiple investment funds and managed portfolios for a boutique family of funds. Before joining the family of funds in 2009, he worked as an analyst for an $800 million hedge fund based in Long Island, New York, where he oversaw fifty-five portfolio companies with a focus on private equity financing. Mr. Grober holds a Bachelor of Arts in Finance from the State University of New York at Binghamton.

Sarfraz Hajee: Mr. Hajee has served as a director since November 5, 2025. Over the past five years, Sarfraz Hajee’s principal occupation has been serving as a Founder and Member of GHS Investments, LLC. GHS Investments, LLC is not a parent, subsidiary, or affiliate of the Company. Mr. Hajee has been investing in publicly traded companies since 2011 and has co-founded and managed multiple private investment funds. In addition, he has experience developing and advising private businesses across a broad range of industries. Prior to his transition into finance, Mr. Hajee worked for a New York State agency, a class action administration firm, and an information technology company. Mr. Hajee received his Juris Doctor (J.D.) from Boston University and earned his Bachelor’s degree in Philosophy, Politics, and Law from the State University of New York at Binghamton.

Matthew Schissler: Mr. Schissler has served as a director since November 5, 2025. Over the past five years, Matthew Schissler’s principal occupation has been serving as Founder and Member of GHS Investments, LLC. GHS Investments, LLC is not a parent, subsidiary, or affiliate of the Company. Mr. Schissler is a business executive with over 25 years of experience serving in leadership roles in both privately and publicly held companies. He is most notable for having founded and managed Cord Blood America, Inc. (CBAI), a company specializing in the harvesting and storage of umbilical stem cells in the United States and internationally. He has also managed private investment funds focused on companies exhibiting significant growth potential and has served on boards of directors and advisory boards across various industries. Mr. Schissler has previously served as Chairman of the Nevada Development Authority Biotech Committees and as a board member of the Las Vegas Natural History Museum. He holds a Bachelor of Arts in Biology from St. Mary’s College of Maryland.

Legal Proceedings

Except as set forth below, during the past ten years there have been no events under any bankruptcy act, no criminal proceedings, and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors or executive officers.

On August 19, 2024, the SEC entered a cease-and-desist order (File No. 3-22020; Release No. 34-100769) against directors Mark S. Grober, Sarfraz S. Hajee, and Matthew L. Schissler, finding that each caused violations of Section 15(a)(1) of the Securities Exchange Act of 1934 in connection with the operation of GHS as an unregistered securities dealer. The matter was resolved by settlement.

Family Relationships

There are no family relationships between any of our directors and executive officers.

Director Independence

We currently have not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, other than as described above, no security holders have made any such recommendations. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our board it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Delinquent Section 16(a) Reports

Under U.S. securities laws, directors, certain officers and persons holding more than 10% of our common stock must report their initial ownership of our common stock and any changes in their ownership to the SEC. The SEC has designated specific due dates for these reports and we must identify in this Annual Report those people who did not file these reports when due. Based solely on our review of copies of the reports filed with the SEC, we believe that all reporting requirements for fiscal year 2025 were complied with by each person who at any time during the 2025 fiscal year was a director or an executive officer or held more than 10% of our common stock, except as follows:

Each of Mark Grober, Sarfraz Hajee, and Matthew Schissler filed one late Form 3 reporting initial ownership. Each such Form 3 was due on November 15, 2025 and was filed on February 5, 2026.

Each of Clifford L. Emmons, Karen McNemar, and Vidhyadhar Mitta had a Form 4 filing obligation triggered on November 5, 2025 that was not filed timely; however, each such Form 4 has since been filed.

Code of Ethics

On March 9, 2018, the Board of Directors adopted a Code of Ethics (the “Code”). The purpose of the Code of Ethics is to deter wrongdoing and to promote:

	·	honest and ethical conduct;

	·	full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the Company;

	·	avoidance and ethical handling of actual or apparent conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

	·	confidentiality of corporate information;

	·	protection and proper use of corporate assets and opportunities;

	·	compliance with applicable governmental laws, rules, and regulations;

	·	prompt internal reporting of any violations of this Code to an appropriate person; and

	·	accountability for adherence to the Code.

The Code of Ethics applies to all directors, officers, and employees of the Company and its subsidiaries, including, but not limited to, the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is available at www.oxyscorp.com and is included as an exhibit to this Annual Report. The Company will provide any person, without charge and upon request through our website, a copy of the Code of Ethics.

Item 11.

Executive Compensation.

The following table sets forth information concerning the annual compensation awarded to, earned by, or paid to the following named executive officers for all services rendered in all capacities to our company and its subsidiaries for the years ended December 31, 2025 and 2024.

Summary Compensation Table

		Salary			Stock Awards			Other Compensation			Total
Name and Principal Position	Year	$		Footnote	$		Footnote	$		Footnote	$
Clifford Emmons (Current CEO and Former Interim CTO)	2025	$	83,333	1	$	1,864	2	$	8,333	3	$	93,530
	2024	$	100,000	4	$	1,706	5	$	–		$	101,706
Karen McNemar (Former Interim CFO)	2025	$	83,333	6	$	1,864	7	$	7,075	8	$	92,272
	2024	$	100,000	9	$	1,706	10	$	–	–	$	101,706

________________

⁽¹⁾	Annual salary of $100,00 through 10/30/25.
⁽²⁾	As of December 31, 2025, Mr. Emmons earned 2,367,123 shares of common stock valued at $1,864.
⁽³⁾	Consulting fees for Cliff Emmons $8,333. To be paid in Series E Preferred Shares.
⁽⁴⁾	As of December 31, 2024, Mr. Emmons was owed $289,646 in accrued and unpaid consulting fees and $12,000 in reimbursable expenses.
⁽⁵⁾	As of December 31, 2024, Mr. Emmons earned 2,257,534 shares of common stock valued at $1,706.
⁽⁶⁾	Annual salary of $100,000 through 10/30/25.
⁽⁷⁾	As of December 31, 2025, Ms. McNemar earned 2,367,123 shares of common stock valued at $1,864.
⁽⁸⁾	Consulting fees paid to Karen McNemar $7,075.
⁽⁹⁾	As of December 31, 2024, Ms. McNemar was owed $262,935 in accrued and unpaid consulting fees and $1,600 in reimbursable expenses.
⁽¹⁰⁾	As of December 31, 2024, Mc. McNemar earned 2,257,534 shares of common stock valued at $1,706.

Emmons Employment Contracts and Consulting Agreement

On June 2, 2022, the Board of Directors (with Mr. Emmons abstaining) approved the Employment Contract dated effective April 1, 2022 with Mr. Emmons (the “Emmons Contract”). The term of the Emmons Contract is from the effective date until the Emmons Contract is terminated pursuant to its terms. The services to be provided by Mr. Emmons pursuant to the Emmons Contract are customary for the positions in which he is serving.

Pursuant to the Emmons Contract, Mr. Emmons shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company at a conversion rate specified in the Emmons Contract. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000, commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month.

As of the effective date, the Company will award to Mr. Emmons an aggregate of 7,000,000 shares of the Company’s Common Stock which will vest as follows (the “Emmons Contract Shares”):

	1.	1,500,000 shares on the first-year anniversary of the effective date;
	2.	2,500,000 shares on the second-year anniversary of the effective date; and
	3.	3,000,000 shares on the third-year anniversary of the effective date.

The Emmons Contract Shares are awarded under the 2022 Plan. Vesting of the Emmons Contract Shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the Emmons Contract) or the listing of the Company’s Common Stock on a senior exchange.

On October 30, 2025, the Company entered into a Consulting Agreement with Mr. Emmons pursuant to which Mr. Emmons will receive a monthly fee of $4,166.66 payable in Series E Preferred Stock issuable no later than 15 days following the end of the month. The term of the Consulting Agreement is three months which is automatically renewable upon the consent of the parties for additional one-month terms.

McNemar Employment Contract

On June 2, 2022, the Board of Directors of Company approved the Employment Contract dated effective April 1, 2022 with Ms. McNemar (the “McNemar Contract”). The term of the McNemar Contract is from the effective date until the McNemar Contract is terminated pursuant to its terms. The services to be provided by Ms. McNemar pursuant to the McNemar Contract are those customary for the positions in which she is serving.

Pursuant to the McNemar Contract, Ms. McNemar shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company at a conversion rate specified in the McNemar Contract. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000, commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000, commencing the following month.

As of the effective date, the Company will award to Ms. McNemar an aggregate of 7,000,000 shares of the Company’s Common Stock which will vest as follows (the “McNemar Contract Shares”):

	1.	1,500,000 shares on the first-year anniversary of the effective date;
	2.	2,500,000 shares on the second-year anniversary of the effective date; and
	3.	3,000,000 shares on the third-year anniversary of the effective date.

The McNemar Contract Shares are awarded under the 2022 Plan. Vesting of the McNemar Contract Shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the McNemar Contract) or the listing of the Company’s Common Stock on a senior exchange.

On November 5, 2025, concurrent with her resignation from all positions within the Company, the McNemar Contract was terminated. A new consulting agreement was entered into.

Equity Awards

The following table provides information on stock and option awards held by the named executive officers as of December 31, 2025:

Stock Awards				Market Value of
		Number of Shares		Shares of Units of
		or Units of Stock that		Stock that Have Not
	Grant	Have Not Vested		Vested
Name	Date	(#)		($)
Clifford L. Emmons	NA		0		–

Compensation of Directors

Besides Mr. Emmons’ compensation (whose compensation is disclosed above), no compensation was awarded to, earned by, or paid to any remaining directors for services rendered in all capacities to our Company and its subsidiaries for the year ended December 31, 2025.

Insider Trading Policy

Due to limited resources and the small number of our management, we do not have an insider trading policy.

Policies and Practices Related to the Timing of Grants of Certain Equity Awards

It is management’s duty to approve ordinary course annual equity grants during a scheduled meeting held each year. At this meeting, management is to approve each named executive officer’s annual equity award, if any. At this time, we do not currently anticipate granting stock options to any of our named executive officers. We do not schedule our equity grants in anticipation of the release of material, non-public information, nor do we time the release of material nonpublic information based on equity grant dates.

Item 12.

Security Ownership of Certain Beneficial Owners and Management.

The following table and footnotes thereto set forth information regarding the number of shares of common stock beneficially owned by (i) each director and named executive officer of our company, (ii) each person known by us to be the beneficial owner of 5% or more of its issued and outstanding shares of common stock, and (iii) named executive officers, executive officers, and directors of the Company as a group as of May 11, 2026. In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table assumes 586,385,063 shares of common stock outstanding. Unless otherwise further indicated in the following table, the footnotes thereto and/or elsewhere in this Annual Report, the persons and entities named in the following table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name, subject to community property laws, where applicable. Unless otherwise indicated in the following table and/or the footnotes thereto, the address of our named executive officers and directors in the following tables is: 705 Cambridge Street, Cambridge, MA 02141.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾			Percent of Class ⁽¹⁾
Named Executive Officers and Directors
Clifford Emmons		29,260,614	⁽²⁾		4.99%
Karen McNemar		29,260,614	⁽³⁾		4.99%
Sarfraz Hajee		29,260,614	⁽⁴⁾		4.99%
Mark Grober		29,260,614	⁽⁵⁾		4.99%
Matthew Schissler		29,260,614	⁽⁶⁾		4.99%
Executive Officers, Named Executive Officers, and Directors as a Group (5 Persons)		87,781,842

________________

⁽¹⁾	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 15, 2026.

⁽²⁾	Includes 19,980,614 shares issuable upon the conversion of shares of Series C Preferred Stock (subject to 4.99% beneficial ownership limitation) owned by Mr. Emmons. Includes 19,980,614 shares issuable upon the conversion of shares of Series E Preferred Stock (subject to 4.99% beneficial ownership limitation) owned by Mr. Emmons.

⁽³⁾	Includes 20,456,114 shares issuable upon the conversion of shares of Series E Preferred Stock (subject to 4.99% beneficial ownership limitation) owned by Ms. McNemar.

⁽⁴⁾	Includes 29,260,614 shares issuable upon the conversion of shares of Series A, B, and D Preferred Stock (subject to 4.99% beneficial ownership limitation) beneficially owned by Mr. Hajee. The shares are owned by GHS Investments, LLC.

⁽⁵⁾	Includes 29,260,614 shares issuable upon the conversion of shares of Series A, B, and D Preferred Stock (subject to 4.99% beneficial ownership limitation) beneficially owned by Mr. Grober. The shares are owned by GHS Investments, LLC.

⁽⁶⁾	Includes 29,260,614 shares issuable upon the conversion of shares of Series A, B, and D Preferred Stock (subject to 4.99% beneficial ownership limitation) beneficially owned by Mr. Schissler. The shares are owned by GHS Investments, LLC.

The following table sets forth information known to us regarding the beneficial ownership of our Series A Supervoting Preferred Stock as of May 11, 2026.

Title of Class

Name and address of

beneficial owner

Amount and nature of

beneficial ownership

Percent of Class

Series A Supervoting Preferred Stock

GHS Investments, LLC

100

100%

The following table sets forth information known to us regarding the beneficial ownership of our Series B Convertible Preferred Stock as of May 11, 2026.

Title of Class

Name and address of

beneficial owner ⁽¹⁾

Amount and nature of

beneficial ownership

Percent of Class

Series B Convertible Preferred Stock

GHS Investments, LLC

583

100%

The following table sets forth information known to us regarding the beneficial ownership of our Series C Convertible Preferred Stock as of May 11, 2026.

Title of Class	Name and address of beneficial owner ⁽¹⁾	Amount and nature of beneficial ownership	Percent of Class
Series C Convertible Preferred Stock	Clifford L. Emmons	20	35.09%
	Vivek Dave	16	28.07%
	Giro DiBiase	21	36.84%

The following table sets forth information known to us regarding the beneficial ownership of our Series D Convertible Preferred Stock as of May 11, 2026.

Title of Class

Name and address of

beneficial owner ⁽¹⁾

Amount and nature of

beneficial ownership

Percent of Class

Series D Convertible Preferred Stock

GHS Investments, LLC

253

100%

The following table sets forth information known to us regarding the beneficial ownership of our Series D Convertible Preferred Stock as of May 11, 2026.

Title of Class	Name and address of beneficial owner ⁽¹⁾	Amount and nature of beneficial ownership	Percent of Class
Series E Convertible Preferred Stock	Clifford L. Emmons	269	22.36%
	Karen McNemar	269	22.36%
	Vidhyadhar Mitta	180	14.96%
	Sergey Gogin	489	40.65%

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

For transactions with our executive officers, please see the disclosure under “Item 11. Executive Compensation.” above.

Cambridge MedSpace Note

On January 22, 2019, we entered into a Securities Purchase Agreement with Cambridge MedSpace, LLC, a Massachusetts limited liability company of which our Chief Executive Officer and director, Clifford L. Emmons shares ownership, for the purchase of a 5% Secured Convertible Note in the principal amount of $55,000. The note was convertible, in whole or in part, into shares of our Common Stock, at any time at a rate of $0.65 per share with fractions rounded up to the nearest whole share, unless paid in cash at our election. The note bore interest at a rate of 5% per annum and interest payments were to be made on an annual basis. The original maturity date of the note was January 22, 2020. The note was governed by the Securities Purchase Agreement and was secured by all our assets (but is not a senior secured note) pursuant to the Security Agreement. In addition to the issuance of the note, we issued Cambridge MedSpace warrants to purchase one share of our Common Stock for 50% of the number of shares of Common Stock issuable upon conversion of the note. Each warrant was originally immediately exercisable at $0.75 per share and expired on January 22, 2024.

On June 12, 2020, the Company entered into Amendment No. 1 to the note with Cambridge MedSpace pursuant to which the note was amended to extend the maturity date to March 1, 2021.

On April 6, 2022, the Company entered into Amendment No. 2 to the note with Cambridge MedSpace pursuant to which the maturity date as extended to March 1, 2024.

Debt Exchange Agreement

On February 5, 2024 we entered into the Debt Exchange Agreement with Cambridge MedSpace. Under the agreement, we agreed to issue to the Lender 57 shares of Series C Preferred Stock in exchange for the forgiveness of $55,000 of principal and $13,825 of accrued and unpaid interest.

Mitta Note

On August 2, 2019, we entered into a Securities Purchase Agreement with Vidhyadhar Mitta, a director of the Company, for the purchase of a 12% Secured Convertible Note in the principal amount of up to $125,000 (the “Mitta Note”). The note was originally convertible, in whole or in part, into shares of our Common Stock, at any time at a rate of $0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at our election. The note bears interest at a rate of 12% per annum and interest payments were originally to be made on a quarterly basis. The note originally matured August 2, 2021. On August 2, 2019, the first closing of the note occurred pursuant to which we received $75,000. On September 6, 2019, the second closing occurred pursuant to which the Company received $25,000. On October 16, 2019, the third closing occurred pursuant to which the Company received $25,000.

The note is governed by the SPA and is secured by all the assets of the Company (but is not a senior secured note) pursuant to the Security Agreement. In addition to the issuance of the note, we issued to the Mr. Mitta warrants to purchase one share our Common Stock for 50% of the number of shares of Common Stock issuable upon conversion of the funds received. Each warrant was originally immediately exercisable at $0.12 per share and expires on August 2, 2024.

On August 2, 2021, the Company entered into Amendment No. 1 to the note with Vidhyadhar Mitta pursuant to which the note was amended to extend the maturity date to August 2, 2022.

Effective August 2, 2022, the Company entered into Amendment No. 2 to the note with Vidhyadhar Mitta pursuant to which the note was amended to extend the maturity date to August 2, 2024.

Effective August 2, 2024, the Company entered into Amendment No. 3 to the note with Vidhyadhar Mitta pursuant to which the note was amended to extend the maturity date to August 2, 2025.

On August 6, 2025, the Company entered into an amendment dated effective August 2, 2025 to the Note extending the maturity date to February 2, 2026.

Upon Closing (as defined below), the Mitta Note was cancelled and the Security Agreement effective as of August 2, 2019 between Mr. Mitta and the Company was terminated.

GHS Investments, LLC

GHS Investments, LLC is owned and controlled by Mark S. Grober, Sarfraz S. Hajee, and Matthew L. Schissler, each of whom has served as a director of the Company since November 5, 2025.

Outstanding Preferred Stock Holdings

As of December 31, 2025, GHS held the following securities of the Company: (i) 100 shares of Series A Supervoting Preferred Stock (100% of class); (ii) 583 shares of Series B Convertible Preferred Stock (100% of class); and (iii) 210 shares of Series D Convertible Preferred Stock (100% of class). The Series B and Series D Preferred Stock were originally issued to GHS pursuant to securities purchase agreements entered into prior to the appointment of Messrs. Grober, Hajee, and Schissler as directors.

Preferred Equity Financing with GHS Investments, LLC

On March 21, 2025, the Company entered into a Securities Purchase Agreement with GHS in the amount of up to $210,000 (the “SPA”). The SPA provides for GHS’s purchase, from time to time, of up to 210 shares of the Company’s newly-designated Series D Convertible Preferred Stock (the “Series D Preferred Stock”). The initial closing under the SPA consisted of 60 shares of Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $60,000, or $1,000 per share. At GHS and the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Preferred Stock, additional closings in the aggregate amount of up to 150 shares of Preferred Stock for a total aggregate purchase price of up to $150,000 may take place. From March 21, 2025 until present, GHS has purchased 210 shares pursuant to the SPA.

Reorganization

GHS SPA

On October 30, 2025, we entered into a Stock Purchase Agreement (the “SPA”) with GHS, an entity which is owned and controlled by Messrs. Hajee, Grober, and Schissler who serve as directors, pursuant to which, upon the occurrence of certain conditions, including defaults by the Company under its agreements with GHS and subsequent waivers and extensions thereof by GHS, the Company would issue to GHS 100 shares (the “GHS Shares”) of the Company’s Series A Supervoting Preferred Stock (the “Series A Preferred Stock”).

On November 5, 2025 (the “Closing” or, the “Closing Date”), the closing of the SPA occurred, and GHS was issued 100 shares of Series A Preferred Stock.

Emmons Exchange Agreement

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Emmons DEA”) with Clifford L. Emmons, it’s Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued and unpaid fees owed to him by the Company under various agreements for 268.529 shares (the “Emmons Shares”) of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”). In addition to the issuance of the Emmons Shares, Mr. Emmons agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025.

Mitta Exchange Agreement

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Mitta DEA”) with Vidhyadhar Mitta, it’s former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 (the “Mitta Note”) for 180 shares (the “Mitta Shares”) of Series E Preferred Stock. In addition to the issuance of the Mitta Shares, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025.

McNemar Exchange Agreement

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “McNemar DEA”) with Karen McNemar, it’s former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares (the “McNemar Shares”) of Series E Preferred Stock. In addition to the issuance of the McNemar Shares, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025.

Upon Closing, all previous agreements between Ms. McNemar and Mr. Emmons (besides the Consulting Agreement) and the Company were terminated. Ms. McNemar has also entered into a new consulting agreement with the Company.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.” Although we have not adopted the independence standards any national securities exchange to determine the independence of directors, the NYSE MKT LLC provides that a person will be considered an independent director if he or she is not an officer of the company and is, in the view of our board of directors, free of any relationship that would interfere with the exercise of independent judgment. Under this standard, our board of directors has determined that Mr. Mitta would meet this standard, and therefore, would be considered to be independent.

Item 14.

Principal Accountant Fees and Services.

Fees Paid

Audit Fees

The aggregate fees billed for professional services rendered by our principal accountants for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the year ended December 31, 2025 were $55,065 and $49,000 for the period ended December 31, 2024, respectively.

Audit-Related Fees

There were no fees billed for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the financial statements, other than those reported above, for the years ended December 31, 2025 and 2024, respectively.

Tax Fees

The aggregate fees billed for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning in the years ended December 31, 2025 were $0 and $0 in 2024, respectively.

All Other Fees

There were no other fees billed for products or services provided by the principal accountants, other than those previously reported above, for the years ended December 31, 2025 and 2024, respectively.

Audit Committee

We do not have an Audit Committee; therefore, the Board of Directors has considered whether the non-audit services provided by our auditors are compatible with maintaining the independence of our auditors and concluded that the independence of our auditors is not compromised by the provision of such services. Our Board of Directors pre-approves all auditing services and permitted non-audit services, including the fees and terms of those services, to be performed for us by our independent auditor prior to engagement.

PART IV

Item 15.

Exhibits, Financial Statement Schedules.

Financial Statements

The following financial statements are filed with this Annual Report:

	Report of Independent Registered Public Accounting Firm for the year ended December 31, 2025 and 2024

	Audited Consolidated Balance Sheets at December 31, 2025 and 2024

	Audited Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

	Audited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024

	Audited Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

	Notes to Audited Consolidated Financial Statements

Exhibits

The following exhibits are included with this Annual Report:

Incorporated by Reference

		Incorporated by Reference
						Filed
Exhibit					Filing	Here-
Number	Exhibit Description	Form	File No.	Exhibit	Date	with
2.1 & 10.1	Securities Exchange Agreement dated March 16, 2017, by and among Gotham Capital Holdings, Inc., OXYS Corp. and the Shareholders of OXYS Corp.	8-K	000-50773	2.1	8/3/17
2.2 & 10.2	Agreement and Plan of Merger dated July 10, 2017	8-K	000-50773	2.1	11/1/17
3.1	Nevada Articles of Incorporation for IIOT-OXYS, Inc.	8-K	000-50773	3.1	11/1/17
3.2	Bylaws for IIOT-OXYS, Inc.	8-K	000-50773	3.2	11/1/17
3.3	Nevada Articles of Merger dated July 14, 2017	8-K	000-50773	3.3	11/1/17
3.4	New Jersey Certificate of Merger dated October 26, 2017	8-K	000-50773	3.4	11/1/17
3.5	Articles of Exchange	8-K	000-50773	2.1	1/12/18
3.6	Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State effective January 18, 2021	8-K	000-50773	3.1	1/19/21
3.7	Certificate of Designation for Series B Convertible Preferred Stock	8-K	000-50773	3.1	11/24/20
3.8	Certificate of Designation filed with the Nevada Secretary of State on July 2, 2020	8-K	000-50773	3.1	11/13/20
3.9	Certificate of Designation filed with the Nevada Secretary of State on November 9, 2020	8-K	000-50773	3.2	11/13/20
3.10	Certificate of Designation filed with the Nevada Secretary of State on January 18, 2024	8-K	000-50773	3.1	1/24/24

3.11	Amendment No. 1 to the Certificate of Designation filed with the Nevada Secretary of State on February 12, 2024	8-K	000-50773	3.1	2/16/24
3.12	Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State effective September 3, 2025	8-K	000-50773	3.1	9/8/25
3.13	Certificate of Designation for Series E Convertible Preferred Stock	8-K	000-50773	3.1	11/4/25
4.1 & 10.3*	2017 Stock Incentive Plan	8-K	000-50773	4.1	12/19/17
4.2 & 10.4*	2019 Stock Incentive Plan	8-K	000-50773	4.1	3/12/19
10.5	$75,000 Convertible Promissory Note dated July 29, 2020 issued to GHS Investments LLC	8-K	000-50773	99.4	8/3/20
10.6	Extension No. 1 to Convertible Promissory Note dated April 29, 2021 ($75,000) with GHS Investments LLC	10-Q	000-50773	10.2	8/13/21
10.7	Amendment No. 2 dated November 4, 2021 to $75,000 Convertible Promissory Note issued to GHS Investments LLC	S-1	333-261484	10.42	12/3/21
10.8	Amendment No. 3 dated April 29, 2022 to $75,000 Convertible Promissory Note issued to GHS Investments LLC	S-1	333-266351	10.48	7/27/22
10.9	Extension No. 4 to the Convertible Promissory Note issued July 29, 2020 with GHS Investments LLC	10-Q	000-50773	10.1	8/18/23
10.10	Promissory Extension dated May 14, 2025 with GHS Investments, LLC	10-Q	000-50773	10.1	9/19/25
10.11	Promissory Note Extension dated October 29, 2025 with GHS Investments, LLC					X
10.12	Securities Purchase Agreement dated November 16, 2020 with GHS Investments, LLC	S-1	333-252887	10.52	2/9/21
10.13	Securities Purchase Agreement dated August 24, 2023 with GHS Investments, LLC	10-Q	000-50773	10.4	11/13/23
10.14	Common Stock Purchase Agreement dated February 24, 2021 with GHS Investments, LLC	10-Q	000-50773	10.4	5/17/21
10.15	Securities Purchase Agreement dated October 3, 2024 with GHS Investments, LLC	10-K	000-50773	10.60	4/30/25
10.16	Securities Purchase Agreement dated March 21, 2025 with GHS Investments, LLC	10-Q	000-50773	10.2	5/20/25
10.17	Amendment No. 2 dated December 1, 2025 to the Securities Purchase Agreement with GHS Investments, LLC					X
10.18	Stock Purchase Agreement dated October 30, 2025 with GHS Investments					X
10.19	Securities Purchase Agreement dated March 6, 2026 with GHS Investments, LLC					X
10.20*	Debt Forgiveness Agreement with Clifford L. Emmons effective as of December 31, 2019	10-Q	000-50773	10.3	9/14/20
10.21*	Exchange Agreement Dated November 9, 2020 with Clifford L. Emmons	S-1	333-252887	10.55	2/9/21
10.22*	Employment Contract dated Effective April 1, 2022 with Clifford L. Emmons	S-1	333-266351	10.63	7/27/22
10.23	Debt Exchange Agreement dated October 30, 2025 with Clifford L. Emmons					X
10.24*	Debt Forgiveness Agreement with Karen McNemar effective as of December 31, 2019	10-Q	000-50773	10.4	9/14/20
10.25*	Consulting Agreement dated October 30, 2025 with Clifford L. Emmons					X
10.26	Debt Exchange Agreement dated February 5, 2024 with Cambridge MedSpace LLC	10-K	000-50773	10.58	7/3/24
10.27*	Exchange Agreement Dated November 9, 2020 with Karen McNemar	S-1	333-252887	10.57	2/9/21
10.28*	Employment Contract dated Effective April 1, 2022 with Karen McNemar	S-1	333-266351	10.64	7/27/22
10.29	Debt Exchange Agreement dated October 30, 2025 with Karen McNemar					X
10.30*	Exchange Agreement Dated November 9, 2020 with Vidhyadhar Mitta	S-1	333-252887	10.56	2/9/21

10.31

Debt Exchange Agreement dated October 30, 2025 with Vidhyadhar Mitta

10.32

Debt Exchange Agreement dated October 30, 2025 with Sergey Gogin and YVSGRAMORAH, LLC

10.33

Finder’s Fee Agreement dated August 17, 2023 with J.H. Darbie & Co., Inc.

10-Q

000-50773

10.3

11/13/23

10.34

Finder’s Fee Agreement dated March 13, 2025 with J.H. Darbie & Co., Inc.

10-Q

000-50773

10.1

5/20/25

10.35

Collaboration Agreement effective March 18, 2020 with Aingura IIoT, S.L.

10-Q

000-50773

10.1

8/19/20

10.36

Asset Transfer Agreement dated October 29, 2025 with Aingura IIoT, S.L.

14.1

Code of Ethics

10-K

000-50773

14.1

4/17/18

16.1

Letter from Haynie & Company Dated December 1, 2023 Regarding Change in Certifying Accountant

8-K

000-50773

16.1

12/1/23

21.1

List of Subsidiaries

10-K

000-50773

21.1

4/17/18

31.1

Rule 13a-14(a) Certification by Principal Executive Officer

31.2

Rule 13a-14(a) Certification by Principal Financial and Accounting Officer

32.1+

Section 1350 Certification of Principal Executive Officer and Principal Financial and Accounting Officer

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 (formatted in iXBRL, and included in exhibit 101)

_________________

*Management contract or compensatory plan or arrangement.

+Furnished not filed.

Item 16.

Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IIOT-OXYS, INC.


Date: May 11, 2026	By:	/s/ Clifford L. Emmons
		Clifford L. Emmons, Chief Executive Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

NAME	TITLE	DATE

/s/ Clifford L. Emmons Clifford L. Emmons	Director and Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer)	May 11, 2026
/s/ Clifford L. Emmons Clifford L. Emmons

/s/ Sarfraz Hajee Sarfraz Hajee	Director	May 11, 2026
/s/ Sarfraz Hajee Sarfraz Hajee

/s/ Mark Grober	Director	May 11, 2026
Mark Grober

/s/ Matthew Schissler	Director	May 11, 2026
Matthew Schissler

INDEX TO FINANCIAL STATEMENTS

		Page

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2025 and 2024		F-1

Audited Consolidated Balance Sheets at December 31, 2025 and 2024		F-3

Audited Consolidated Statements of Operations for the years ended December 31, 2025 and 2024		F-4

Audited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024		F-5

Audited Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-6

Notes to Audited Consolidated Financial Statements		F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of IIOT-OXYS, Inc.

Opinion on the Financial Statements

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

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has had recurring net losses, a significant working capital deficit, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matters

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

F-1

Complex Equity Transactions

As discussed in Note 5 and Note 8, the Company has outstanding Series B, Series C, and Series D, Convertible Preferred Stock that is required to be analyzed pursuant to ASC 815, Derivatives and Hedging. Management uses an option pricing model to evaluate the fair value of its derivative liabilities, which requires management to make assumptions related to fair value measurements. Calculations and accounting for these features require management’s judgments related to initial and subsequent recognition of the debt and related features, use of a valuation model, and value of the inputs used in the selected valuation model.

How We Addressed the Matter

Our audit procedures related to the evaluation of the Company’s accounting for these instruments included the following, among others:

We obtained an understanding of management’s process and methodology.

We independently evaluated the inputs utilized by management in order to determine the relevance and reliability of data used.

We evaluated the underlying contracts and agreements and recalculated the fair value of derivative liabilities and related disclosures.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2024.

Spokane, Washington

May 11, 2026

F-2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

IIOT-OXYS, Inc. and Subsidiaries

Consolidated Balance Sheets


	December 31, 2025			December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents	$	26,342		$	23,593
Prepaid expenses and other current assets		–			2,139
Total Current Assets		26,342			25,732

Intangible assets, net		–			149,449
Total Assets	$	26,342		$	175,181

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	196,794		$	322,473
Accrued liabilities		1,141,681			693,914
Deferred revenue		31,425			31,425
Notes payable - current		13,942			138,942
Shares payable to related parties		–			18,638
Salaries payable to related parties		–			538,981
Derivative liabilities		951,532			758,787
Total Current Liabilities		2,335,374			2,503,160

Notes payable, net of current		–			255,000
Due to stockholders		1,000			1,000
Total Liabilities		2,336,374			2,759,160

Commitments and Contingencies (Note 4)		–			–

Series B Convertible Preferred Stock, 600 shares designated, $0.001 Par Value, $1,200 stated value; 583 shares issued and outstanding at December 31, 2025 and 2024, respectively. Liquidation preference $699,600 and $694,800 at December 31, 2025 and 2024, respectively		699,600			694,800

Series C Convertible Preferred Stock, 5,000 shares designated, $0.001 Par Value, $1,200 stated value; 57 shares issued and outstanding at December 31, 2025 and 2024, respectively. Liquidation preference $68,400 and $68,400 at December 31, 2025 and 2024, respectively		68,400			68,400

Series D Convertible Preferred Stock, 259 shares designated, $0.001 Par Value, $1,200 stated value; 210 shares and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively. Liquidation preference $252,200 and $0 at December 31, 2025 and 2024, respectively		252,000			–

Stockholders' Equity (Deficit)
Preferred Stock, $0.001 par value, 10,000,000 Shares authorized
Series A Preferred Stock, 100 shares and 25,845 shares issued and outstanding at December 31, 2025 and 2024, respectively		–			26
Series E Preferred Stock, 1,207 shares and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively		1			–
Common Stock $0.001 Par Value, 10,000,000,000 shares authorized; 586,285,063 shares and 555,015,293 shares issued and outstanding at December 31, 2025 and 2024, respectively		586,286			555,016
Additional paid in capital		8,733,193			7,306,031
Accumulated deficit		(12,649,512	)		(11,208,252	)
Total Stockholders' Equity (Deficit)		(3,330,032	)		(3,347,179	)

Total Liabilities and Stockholders' Equity (Deficit)	$	26,342		$	175,181

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

F-3

IIOT-OXYS, Inc. and Subsidiaries

Consolidated Statements of Operations


	For The Years Ended December 31,
	2025			2024
Revenues	$	–		$	2,500

Cost of Sales		–			2,125

Gross Profit		–			375

Operating Expenses
Amortization of intangible assets		49,500			49,636
Write-down of intangible assets		99,949			–
Payroll		163,200			200,000
Professional fees		153,857			147,991
Other general and administrative		66,285			30,647
Total Operating Expenses		532,791			428,274

Other Income (Expense)
Gain (loss) on change in FMV of derivative liability		40,258			(111,523	)
Loss on derivative		(32,203	)		–
Gain on extinguishment of debt		78,884			–
Interest expense		(282,952	)		(174,541	)
Other income		70,958			34,228
Total Other Income (Expense)		(125,055	)		(251,836	)

Net Loss Before Income Taxes		(657,846	)		(679,735	)

Provision for Income Tax		–			–

Net Loss	$	(657,846	)	$	(679,735	)

Convertible Preferred Stock Dividend		(783,414	)		(84,920	)

Net Loss Attributable to Common Stockholders	$	(1,441,260	)	$	(764,655	)

Net Profit (Loss) Per Share Attributable to Common Stockholders - Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted		565,137,893			545,780,320

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

F-4

IIOT-OXYS, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)


	Preferred Stock								Common Stock
	Series A			Amount		Series E		Amount	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance - December 31, 2023	25,845		$	26		–	$	–	470,015,293	$	470,016	$	7,350,291		$	(10,443,597	)	$	(2,623,264	)
Common stock issued for conversion of convertible note payables	–			–		–		–	85,000,000		85,000		(38,000	)		–			47,000
Sales commission paid on capital raise	–			–		–		–	–		–		(6,260	)		–			(6,260	)
Convertible preferred stock dividend	–			–		–		–	–		–					(84,920	)		(84,920	)
Net loss	–			–		–		–	–		–		–			(679,735	)		(679,735	)
Balance - December 31, 2024	25,845			26		–		–	555,015,293		555,016		7,306,031			(11,208,252	)		(3,347,179	)

Cancellation of Series A Preferred Stock as a result of change in control	(25,845	)		(26	)	–		–	–		–		26			–			–
Issuance of Series A Preferred Stock as a result of change in control	100			–		–		–	–		–		–			–			–
Issuance of Series E Preferred Stock in settlement of payables to related parties	–			–		1,207		1	–		–		1,448,861			–			1,448,862
Common stock issued to related parties for services	–			–		–		–	11,000,000		11,000		400			–			11,400
Common stock issued for services	–			–		–		–	300,000		300		60			–			360
Sales commissions paid on capital raise	–			–		–		–	–		–		(12,200	)		–			(12,200	)
Common shares issued in settlement of accounts payable	–			–		–		–	19,969,770		19,970		(9,985	)		–			9,985
Convertible preferred stock dividend	–			–		–		–	–		–		–			(783,414	)		(783,414	)
Net loss	–			–		–		–	–		–		–			(657,846	)		(657,846	)
Balance - December 31, 2025	100			–		1,207		1	586,285,063		586,286		8,733,193			(12,649,512	)		(3,330,032	)

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

F-5

IIOT-OXYS, Inc. and Subsidiaries

Consolidated Statements of Cash Flows


	For the Years Ended December 31,
	2025			2024
Cash Flows from Operating Activities
Net loss	$	(1,441,260	)	$	(764,655	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Amortization of intangible assets		49,500			49,636
Write-down of intangible assets		99,949			–
Common stock issued for services		11,760			–
Amortization of debt discount on Series B and D Preferred Stock		46,800			–
(Gain) loss on change in fair value of derivative liability		(40,258	)		111,523
Changes in Operating Assets and Liabilities
Decrease in accounts receivable		–			5,460
Decrease in prepaid expenses and other current assets		2,139			166
(Decrease) Increase in accounts payable		(125,679	)		118,276
Increase in accrued liabilities		816,103			159,776
Increase in derivative liability		233,003			111,612
(Decrease) increase in shares payable to related parties		(18,638	)		3,413
Increase in salaries payable to related parties		171,530			158,402
Net Cash Used in Operating Activities		(195,051	)		(46,391	)

Cash Flows Used in Investing Activities
Net Cash Used in Investing Activities		–			–

Cash Flows from Financing Activities
Cash received from sale of Series B Preferred Stock		–			75,600
Cash received from sale of Series D Preferred Stock		210,000			–
Cash paid for offering costs		(12,200	)		(6,260	)
Net Cash Provided by Financing Activities		197,800			69,340

Net Increase in Cash and Cash Equivalents		2,749			22,949

Cash and Cash Equivalents - Beginning of Period		23,593			644

Cash and Cash Equivalents - End of Period	$	26,342		$	23,593

Supplement Disclosures of Cash Flow Information
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–

Supplemental Disclosures of Non-Cash Investing and Financing Activities
Conversion of convertible notes payable and derivative liabilities	$	–		$	115,825
Common stock issued in settlement of accounts payable	$	9,985		$	–
Issuance of Series E Preferred stock in settlement of compensation payable	$	1,448,861		$	–

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

F-6

IIOT-OXYS, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

Unless otherwise indicated, any reference to “the Company”, “we”, “us”, or “its” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation.

IIOT-OXYS, Inc., incorporated in Nevada on July 6, 2017, (the “Company”) was established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet. The Company is currently devoting substantially all its efforts in identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines.

On October 30, 2025, the Company had a change of control in management, and the Company and its debtholders mutually agreed to convert convertible promissory notes due, and compensation due to officers in exchange for issuance of Series E Preferred Stock in full settlement of all balances due (Note 4, Note 5, Note 7 and Note 8).

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company. The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Certain prior year balances are reclassified to conform with current year balances for presentation purposes, resulting in no change in assets, liabilities and stockholders’ equity.

Principles of Consolidation

The consolidated financial statements for the years ended December 31, 2025 and 2024, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab, Inc. HereLab, Inc. currently is a non-operating entity and has no significant transactions. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related parties. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-7

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, has a working capital deficit of $2,309,032, net loss incurred for the year ended December 31, 2025 of $1,441,260, cash used in operating activities of $195,051, and has an accumulated deficit of $12,649,512 as of December 31, 2025. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying condensed financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next twelve months by generating cash through additional borrowings and/or sale of equity securities, as needed. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of the significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to the generally accepted accounting principles (the “GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company reported a cash balance of $26,342 and $23,593 as of December 31, 2025 and 2024, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an ageing of accounts and follows the guidelines and processes of measuring both current and expected future credit losses. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. The Company adopted and implemented Accounting Standards Codification (“ASC”) Topic 326 Financial Instruments – Credit Losses during 2023 which has no impact on the financial statements as of December 31, 2025 and 2024, respectively. There was no allowance for doubtful accounts as of December 31, 2025 and 2024, respectively.

Long-Lived Assets

The Company regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives.

Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment.

Basic and Diluted Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

F-8

Revenue Recognition

The Company recognizes revenue when the products are delivered to the customer or services are performed in accordance with the contractual terms of the contract with its customer. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers which was adopted on January 1, 2018.

The Company recognizes revenue based on the following criteria of ASC 606:

	·	Identification of a contract or contracts with a customer.
	·	Identification of the performance obligations in the contract.
	·	Determination of contract price.
	·	Allocation of transaction price to the performance obligation.
	·	Recognition of revenue when, or as, performance obligation is satisfied.

The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations.

The Company has elected to treat shipping and handling activities as the cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized. The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up to $250,000. At December 31, 2025 and 2024, the Company had no amounts in excess of the FDIC insurance limit.

Fair Value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company recorded derivative liabilities as Level 3 to measure the fair value of the change in derivative liabilities.

The Company’s consolidated financial instruments consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities, notes payable and related parties payable. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

On October 30, 2025, the Company had a change of control in management and mutually agreed to cancel the three equity incentive plans (a) 952,212 unissued shares of common stock pursuant to the 2017 Plan, (b) 1,470,000 unissued shares of common stock pursuant to the 2019 Plan, and (c) 5,700,000 unissued shares of common stock pursuant to the 2022 Plan. At December 31, 2025, 0 shares of common stock remain unissued pursuant to the 2017 Plan, 2019 Plan and 2022 Plan. All three equity incentive plans were terminated effective December 31, 2025.

F-9

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Convertible Debt and Convertible Preferred Stock

When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity, and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging. Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations.

Effective January 1, 2022, the Company early adopted 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” using the modified retrospective method of adoption. ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt—Debt with Conversion and Other Options, for convertible instruments. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. The Company accounts for its Convertible Notes as single liabilities measured at amortized cost. As a result, the adoption of the guidance had a material impact on the consolidated financial statements and accompanying notes, resulting in adjustments of $371,125, $313,976 and $57,149 to the opening balance of additional paid-in capital, retained earnings, and long-term debt, respectively, as of January 1, 2022. The Company has updated its debt note (Note 5) with additional and modified disclosures as required by the standard upon adoption

F-10

Segment Information

The Company’s Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”) and evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. The Company is devoting all its efforts to identifying technologies in developing and marketing engineered products, software and services for applications in the Industrial Internet, which involves collecting and processing data collected from a wide variety of industrial systems and machines. The Company’s CODM has determined that it operates as a single reportable segment.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company adopted the ASU 2023-09 as of January 1, 2024 and it did not have an impact of the adoption of ASU 2023-09 on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses. ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact, if any, that the updated standard will have on the consolidated financial statements.

NOTE 3 – INTANGIBLE ASSETS

The Company’s intangible assets comprise of intellectual property revolving around their field tests, sensor integrations, and board designs. Intangible assets, net of amortization, amounted to $0 and $149,449 as of December 31, 2025 and 2024, respectively.

Schedule of intangible assets
	December 31, 2025			December 31, 2024
Intangible Assets	$	495,000		$	495,000
Write-down of intangible assets		(99,949	)		–
Accumulated amortization		(395,051	)		(345,551	)
Intangible Assets, net	$	–		$	149,449

The Company determined that its intangible assets were impaired totaling $99,949 and $0 for the years ended December 31, 2025 and 2024, respectively. Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives of ten years. The amortization expense of finite-lived intangibles was $49,500 and $49,636 for the years ended December 31, 2025 and 2024, respectively.

F-11

NOTE 4 – COMMITMENTS AND CONTINGENCIES

In prior years, the Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company, which included commitments to issue shares of the Company’s common stock from the Company’s 2017 Stock Incentive Plan and 2019 Stock Incentive Plans. The authorized shares pursuant to the 2017 Stock Incentive Plan (“2017 Plan”) were 4,500,000 shares, and per 2019 Stock Incentive Plan (“2019 Plan”) were 5,000,000 shares. The consulting agreements with two consultants have been terminated and shares have been issued in conjunction with the related separation agreements. The vested shares related to the three advisors and the executive officers have not yet been issued in full and therefore remain a liability. According to the terms of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Plan as of December 31, 2025 and 2024, and 3,530,000 shares were vested and issued per the Company’s 2019 Plan as of December 31, 2025 and 2024, respectively.

In the event that a consulting agreement is terminated by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated. The value of the shares was assigned to a fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the end of each reporting period.

On March 18, 2022, the Company adopted 2022 Stock Incentive Plan (“2022 Plan”) and reserved 20,000,000 shares of common stock for issuance to incentivize its management team. Pursuant to the terms of the 2022 Plan, 14,300,000 shares of common stock were vested and 14,200,000 shares and 3,100,000 were issued as of December 31, 2025 and 2024, respectively. 100,000 shares vested remained to be issued to an advisor pursuant to 2022 Plan as of December 31, 2025.

On October 30, 2025, the Company had a change in control of management and all unvested shares pursuant to the 2017 Plan, 2019 Plan, and 2022 Plan were forfeited and cancelled. The Board of Directors subsequently terminated each of the 2017 Plan, the 2019 Plan, and the 2022 Plan effective December 31, 2025. As of December 31, 2025, there were no unvested shares remaining under any of the Plans.

Employment Agreement – CEO

On June 2, 2022, the Board approved an Employment Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the CEO an aggregate of 7,000,000 shares of the Company’s common stock under the 2022 Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company recorded $353,939 and $279,352 in salaries payable to the CEO as of October 30, 2025 and December 31, 2024, respectively. On October 30, 2025, the Company had a change in control of the management, and the Employment Agreement of the CEO was terminated. The Company and the CEO mutually agreed to settle the past due salary payable of $353,939, and reimbursable expenses and incentives of $33,303, in exchange for 269 shares of Series E Preferred Stock (Note 8).

Employment Agreement – COO/Interim CFO

On June 2, 2022, the Board approved an Employment Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the COO/Interim CFO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company recorded $309,603 and $263,041 in salaries payable to the COO/Interim CFO as of October 30, 2025 and December 31, 2024, respectively. On October 30, 2025, the Company had a change in control of the management, and the Employment Agreement of the CEO was terminated. The Company and the COO/Interim CFO mutually agreed to settle the past due salary payable of $309,603, and reimbursable expenses of $13,666, in exchange for 269 shares of Series E Preferred Stock (Note 8).

F-12

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of December 31, 2025 and 2024, respectively.


		December 31, 2025			December 31, 2024

A.	Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share. The note is secured by substantially all the assets of the Company.	$	–		$	205,000

D.	Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share. The note is secured by substantially all the assets of the Company.		–			50,000

E.	Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.0006 per share. Interest is payable. The note is secured by substantially all the assets of the Company.		–			125,000

G.	Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0006 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2026. The note is secured by substantially all the assets of the Company.		13,942			13,942
			13,942			393,942
	Less current portion		(13,942	)		(138,942	)
	Long term portion	$	–		$	255,000

A. January 18, 2018 Convertible Note and Warrants (“Note A”)

On March 14, 2022, the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024 and then Note A was automatically extended for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder. The Note A is convertible into shares of common stock at the lowest VWAP or $0.001 per share during the look back period of 10 days prior to the conversion date, provided:

	·	Upon request of the noteholder of Note A, the Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1^st Incentive Shares) and the price per 1^st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments) for the previous ten trading days.
	·	The Company shall use its best efforts to file a registration statement registering the resales of the 1^st Incentive Shares within 45 calendar days from the date hereof. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares.
	·	Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days.
	·	The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares.

F-13

On October 30, 2025, the Company had a change of control in management, and mutually agreed with the holder of Note A to convert the principal balance of Note A of $205,000 and accrued interest of $229,511 as of date, in exchange for issuance of 407 shares of Series E Preferred Stock in full settlement of all balances due to Note A holder (Note 8).

The Company recorded interest expense of $20,376 and $24,667 for the years ended December 31, 2025 and 2024, respective. Accrued interest payable on Note A was $0 and $209,135 as of December 31, 2025 and 2024, respectively.

D. March 2019 Convertible Note and Warrants (“Note D”)

On March 14, 2022, the noteholder of Note D agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note D) including penalties were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note D agreed to extend the maturity date to March 1, 2024 and then Note D was automatically extended for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder. The Note D is convertible into shares of common stock at the lowest VWAP or $0.001 per share during the look back period (see “Note A” above).

On October 30, 2025, the Company had a change of control in management, and mutually agreed with the holder of Note D to convert the principal balance of Note D of $50,000 and accrued interest of $37,684 as of date, in exchange for issuance of 82 shares of Series E Preferred Stock in full settlement of all balances due to Note D holder (Note 8).

The Company recorded interest expense of $4,970 and $6,016 for the years ended December 31, 2025 and 2024, respective. Accrued interest payable on Note D was $0 and $32,714 as of December 31, 2025 and 2024, respectively.

E. August 2019 Convertible Note and Warrants (“Note E”)

On August 6, 2025, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to February 2, 2026 for no additional consideration. All other terms and conditions of the Note E remained the same.

On October 30, 2025, the Company had a change of control in management, and mutually agreed with the holder of Note E to convert the principal balance of Note E of $125,000 and accrued interest of $91,156 as of date, in exchange for issuance of 180 shares of Series E Preferred Stock in full settlement of all balances due to Note E holder (Note 8).

The Company recorded interest expense of $12,425 and $15,941 on Note E for the years ended December 31, 2025 and 2024, respectively. Accrued interest payable on Note E was $0 and 78,731 as of December 31, 2025 and 2024, respectively.

G . July 2020 Equity Financing Arrangement (“Note G”)

On May 14, 2025, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note from April 29, 2025 to October 29, 2025, and then to April 29, 2026 (Note 9). All other terms and conditions of the Note G remained the same.

During the year ended December 31, 2024, the noteholder of Note G converted principal amount of $45,045 and accrued interest of $1,955 in exchange of 85,000,000 shares of common stock of the Company.

The Company recorded interest expense on Note G of $1,392 and $1,123 for the years ended December 31, 2025 and 2024, respectively. Accrued interest payable on Note G was $2,517 and $1,123 as of December 31, 2025 and 2024, respectively. The principal balance payable of Note G amounted to $13,942 as of December 31, 2025 and 2024, respectively.

F-14

NOTE 6 – EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net loss per share of common stock for the years ended December 31, 2025 and 2024, respectively:


	For the Year Ended December 31,
	2025			2024
Net loss attributable to common stockholders (basic)	$	(1,441,260	)	$	(764,655	)
Shares used to compute net loss per common share, basic and diluted		565,137,893			545,780,320
Net loss per share attributable to common stockholders, basic and diluted	$	(0.00	)	$	(0.00	)

Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position.

The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2025 and 2024, respectively, because their inclusion would be anti-dilutive:

Schedule of anti-dilutive shares
	As of December 31,
	2025		2024
Potentially issuable shares related to convertible notes payable and convertible preferred stock		1,688,880,181		764,494,742
Potentially issuable vested shares to directors, officers and advisors		100,000		8,300,000
Potentially issuable unvested shares to directors and officers		–		6,000,000
Total anti-dilutive common stock equivalents		1,688,980,181		778,794,742

NOTE 7 – RELATED PARTIES

At December 31, 2025 and December 31, 2024, respectively, the amount due to two stockholders was $1,000 relating to depositing funds for opening bank accounts for the Company. The Company leases its current office facility from these stockholders on a month-to-month basis at a monthly rent of $250 starting January 1, 2020. Rent expense totaled $3,000 for each of the years ended December 31, 2025 and 2024, respectively. On October 30, 2025, the Company issued 11,500,000 shares of its common stock in exchange for accrued rent of $5,750 (Note 8). The Company has recorded $500 and $3,250 rent payable to the stockholder in accounts payable as of December 31, 2025 and 2024, respectively.

The Company executed three convertible promissory notes payable to a director (see Note E) for the principal amount of $125,000 and recorded accrued interest payable of $91,156 as of October 30, 2025. On October 30, 2025, the Company had a change of control in management, and mutually agreed with the holder of Note E to convert the principal balance of Note E of $125,000 and accrued interest of $91,156 as of date, in exchange for issuance of 180 shares of Series E Preferred Stock in full settlement of all balances due to Note E holder (Note 8). Accrued interest payable on Note E was $0 and $78,731 as of December 31, 2025 and 2024, respectively. Accrued dividend payable to this holder of Series E Preferred Stock totaled $3,720 as of December 31, 2025.

On October 30, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Emmons pursuant to which Mr. Emmons agreed to receive a monthly fee of $4,167 payable in Series E Preferred Stock issuable no later than 15 days following the end of the month. The term of the Consulting Agreement is for three months, which is automatically renewable upon the consent of the parties for additional one-month terms. The Company has not issued Series E Preferred Stock for Mr. Emmon’s unpaid compensation for the two months as of December 31, 2025. Accrued dividend payable to this holder of Series E Preferred Stock totaled $5,559 as of December 31, 2025.

On October 30, 2025, the Company had a change in control and GHS Investments, LLP became the majority owner of the issued and outstanding shares of common and preferred stock (See Note 5 and Note 8).

F-15

NOTE 8 – STOCKHOLDERS' EQUITY

The Company has an authorized capital of 10,000,000,000 shares, $0.001 par value common stock, and 10,000,000 shares of $0.001 par value preferred stock at December 31, 2025. The Company has 586,285,063 shares of common stock, 100 shares of Series A Preferred Stock, 583 shares of Series B, 57 shares of Series C, 210 shares of Series D, and 1,207 shares of Series E Preferred Stock issued and outstanding as of December 31, 2025.

Common Stock

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion of funds legally available, therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

On October 30, 2025, the Company issued 11,500,000 shares of common stock to a vendor in settlement of past due rent of $5,750. In addition, on the same date, the Company issued 8,469,770 shares of common stock to a consultant in settlement of accounts payable of $4,235. The common shares issued were valued at the fair value of common stock on the date of issuance.

Stock Incentive Plans

On December 14, 2017, the Board of Directors adopted the 2017 Stock Incentive Plan (the “2017 Plan”), under which 4,500,000 shares of common stock were authorized for issuance. The 2017 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors. On October 30, 2025, the Company cancelled 952,212 unissued shares pursuant to the 2017 Plan. As of December 31, 2025, 0 shares remain unissued or unvested pursuant to the 2017 Plan.

On December 14, 2017, the Board of Directors of the Company approved the 2017 Stock Incentive Plan (the “2017 Plan”). Awards may be made under the 2017 Plan for up to 4,500,000 shares of common stock of the Company. All of the Company's employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan. No awards can be granted under the 2017 Plan after the expiration of 10 years from the plan approval but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. The 2017 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors adopted on April 10, 2026.

On March 11, 2019, the Board of Directors adopted the 2019 Stock Incentive Plan (the “2019 Plan”), under which 5,000,000 shares of common stock were authorized for issuance. On March 5, 2025, the Company issued 200,000 common shares to two consultants for services rendered, valued at $240, pursuant to the 2019 Plan. As of December 31, 2025, 3,530,000 shares had been awarded and 1,470,000 shares remained unissued. The 2019 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors.

On March 18, 2022, the Board of Directors adopted the 2022 Stock Incentive Plan (the “2022 Plan”), under which 20,000,000 shares of common stock were authorized for issuance. The Company awarded 14,300,000 shares under the 2022 Plan, of which 14,200,000 had been issued as of December 31, 2025. On October 30, 2025, in connection with the change of control, 6,000,000 unvested shares were cancelled. As of December 31, 2025, 100,000 shares remained vested and unissued (subsequently issued on March 23, 2026 - see Note 10) and 0 shares remained unvested. The 2022 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors. The 2022 Plan is further described in Note 4.

F-16

On March 5, 2025, the Company issued 5,000,000 shares to an officer and a director and 100,000 shares to an advisor, valued at $6,120, being the fair value of common shares issued on the date of issuance. On June 23, 2025, the Company issued 6,000,000 shares to an officer and a director, valued at $5,400 being the fair value of common shares issued on the date of issuance.

On October 30, 2025, the Company had a change of control in management and mutually agreed to cancel 6,000,000 unissued and unvested shares of common stock pursuant to the 2022 Plan. At December 31, 2025, 100,000 shares of common stock remained vested and unissued pursuant to the 2022 Plan, and 0 shares of common stock remained unvested. On March 23, 2026, the Company issued the remaining 100,000 shares of common stock, fully vested, to the advisor (Note 10). The 2022 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors adopted on April 10, 2026.

The common shares vested pursuant to the 2022 Plan amounted to 14,300,000 shares as of the change in control on October 30, 2025. For the year ended December 31, 2025 and 2024, the Company recorded $3,728 and $3,413 as stock compensation expense for 4,734,247 shares and 4,515,068 shares, respectively.

Shares earned and issued related to the consulting agreements are issued under the 2017 Plan and the 2019 Plan (see Note 4).

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange.

A summary of the status of the Company’s non-vested shares at December 31, 2025 and 2024 and changes during the twelve months ended, is presented below:

Schedule of non-vested shares
2022 Stock Incentive Plan	Shares of Common Stock			Weighted Average Exercise Price
Authorized shares per the 2022 Plan – 20,000,000 shares
Balance - December 31, 2023		14,300,000		$	–
Awarded and issued		3,100,000			0.006146
Vested		(8,100,000	)		–
Forfeited		–			–
Balance – December 31, 2024 – (Vested)		9,300,000		$	0.006146
Balance – December 31, 2024 – (Unvested)		6,100,000			–

Balance - December 31, 2024		9,300,000		$	0.006146
Awarded		11,100,000			–
Vested		(14,300,000	)		0.006146
Forfeited		6,000,000			–
Balance – December 31, 2025 – (Vested)		100,000		$	0.006146
Balance – December 31, 2025 – (Unvested)		–			–

F-17

Preferred Stock

Series A Supervoting Preferred Stock

The Board of Directors of the Company authorized the issuance of 25,845 shares of preferred stock, $0.001 par value per share, designated as Series A Supervoting Preferred Stock. On October 30, 2025, the Company entered into a Stock Purchase Agreement with GHS Investments, LLC, a Nevada limited liability company (“GHS”), pursuant to which, upon occurrence of certain conditions, including defaults by the Company under its agreements with GHS and subsequent waivers and extensions thereof by GHS, the Company would issue to GHS 100 shares of the Company’s Series A Supervoting Preferred Stock. On November 5, 2025, the closing of the Stock Purchase Agreement occurred, and GHS was issued 100 shares of Series A Supervoting Preferred Stock. The following conditions were agreed and completed on the closing.

	·	On November 5, 2025, the Company and Cliff Emmons, CEO of the Company, mutually agreed to cancel 7,800 shares of Series A Preferred Stock owned by Mr. Emmons.
	·	On November 5, 2025, the Company and Mr. Mitta, independent Director of the Company, mutually agreed to cancel 12,000 shares of Series A Preferred Stock owned by Mr. Mitta.
	·	On November 5, 2025, the Company and Ms. Karen McNemar, COO/Interim CFO of the Company, mutually agreed to cancel 6,045 shares of Series A Preferred Stock owned by Ms. McNemar.

Dividends: Initially, there will be no dividends due or payable on Series A Supervoting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Company’s Articles of Incorporation.

Liquidation and Redemption Rights: Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. Liquidation Event means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Company, (ii) the purchase or redemption by the Company of the shares of any class of stock or the merger or consolidation of the Company with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Company’s assets.

Conversion: Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares).

Rank: All shares of the Series A Supervoting Preferred Stock shall rank senior to the Company’s (A) common stock, par value $0.001 per share, and any other class or series of capital stock of the Company hereafter created.

Voting Rights:

	A.	If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting.

	B.	Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to:

		[twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}]

		Divided by:

		[the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting]

F-18

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws.

The Company had 100 shares and 25,845 shares of Series A Preferred Stock issued and outstanding at December 31, 2025 and 2024, respectively.

Series B Convertible Preferred Stock Equity Financing

On November 16, 2020, the Board of Directors of the Company had authorized issuance of up to 600 shares of preferred stock, $0.001 par value per share, designated as Series B Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the increase set forth in the Certificate of Designation.

Dividends: Each share of Series B Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series B Convertible Preferred Stock. From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. Any dividends that are not paid shall continue to accrue and shall entail a late fee which must be paid in cash, at the rate of 18% per annum or lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including the date of actual payment in full. Redemption following the event of default shall occur at an amount equaling the product of one hundred thirty-five percent (135%), multiplied by the sum of the stated value, all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all purchased shares. The Holder of Series B Convertible Preferred Stock waived its rights to the event of default of an amount equal to the 135% multiplied by the sum of the stated value of Series B Convertible Preferred Stock for all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all purchased shares. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

Voting Rights: The Series B Convertible Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not in excess of 4.99% conversion limitation). However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series b Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise Pari passu with, the Series B Convertible Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise Pari passu with, the Series b Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

Liquidation: Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Conversion: Each share of Series B Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value of such share of Series B Convertible Preferred Stock by the Conversion Price. The Conversion Price for the Series B Convertible Preferred Stock shall be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately preceding the date of such conversion. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such a measuring period. Following an event of default, the Conversion price shall equal the lower of: (a) the then applicable Conversion Price; or (b) a price per share equaling 80% of the lowest traded price for the Company’s common stock during the ten (10) trading days preceding the relevant Conversion.

F-19

Redemption: The Series B Convertible Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption.

	·	115% of the stated value if the redemption takes place within 90 days of issuance
	·	120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance
	·	125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and
	·	each share of Preferred Stock is redeemed one year from the day of issuance

November 19, 2020

On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000. The SPA provides GHS’s purchase, from time to time, of up to 600 shares of the newly designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a commitment fee.

No additional closing may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).

The Series B Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.

Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results for each reporting period.

On November 19, 2020, GHS purchased a total of 70 shares of Series B Convertible Preferred Stock for gross proceeds of $45,000 as a loss recorded on issuance to interest expense. The Company paid $900 in selling commissions to complete this financing.

On November 19, 2020 (the date of receipt of cash proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $103,267, $58,267 as day one loss on the derivative, $39,000 as interest expense, and $39,000 as Series B Convertible Preferred Stock mezzanine liability, and $45,000 as amortization. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock and recorded a gain in connection with the change in fair market value of the derivative liability of $9,132 and a loss of $14,783 for the years ended December 31, 2025 and 2024, respectively. The Company recorded preferred dividend expense of $138,033 and $10,108 for the years ended December 31, 2025 and 2024, respectively. The Company recorded $179,540 and $41,508 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $127,953 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $139,406 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $78,317 and $87,450 at December 31, 2025 and 2024, Series B Convertible Preferred Stock mezzanine liability was $84,000 at December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.13 years to 1.50 years.

F-20

December 16, 2020

On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $85,000. The Company paid $1,700 in selling commissions to complete this financing.

On December 16, 2020 (the date of receipt of cash proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $106,241, $21,241 as day one loss on the derivative, $17,000 as interest expense, and $17,000 as Series B Convertible Preferred Stock mezzanine liability, and $85,000 as a loss recorded on issuance to interest expense. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock and recorded a gain of $11,089 and a loss of 17,950 in connection with the change in fair market value of the derivative liability for the years ended December 31, 2025 and 2024, respectively. The Company recorded preferred stock dividend expense of $166,478 and $12,274 for the years ended December 31, 2025, and 2024, respectively. The Company recorded $215,975 and $49,497 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $154,238 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $170,902 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $95,099 and $106,189 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $102,000 at December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.21 years to 1.50 years.

December 20, 2021

On December 20, 2021, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $51,000. The Company paid $1,000 in selling commissions to complete this financing. For the year ended December 31, 2021, the Company inadvertently reported this sale of 51 shares as Series A Preferred stock (See Series A Supervoting Preferred Stock). The accompanying financial statements reflect the correct purchase of Series B Convertible Preferred Stock rather than Series A Convertible Preferred Stock. The overall effect of this correction was not significant to the December 31, 2021 financial statements.

The Company recalculated the value of the derivative liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability and recorded a gain of $6,654 and a loss of 10,770 for the years ended December 31, 2025 and 2024, respectively. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months. The Company recorded preferred stock dividend expense of $66,997 and $7,364 for the years ended December 31, 2025 and 2024, respectively. The Company recorded $89,270 and $22,273 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $59,653 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $85,604 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $57,060 and $63,713 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $61,200 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0050 the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0070, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, and an expected term of 1.50 years.

F-21

February 7, 2022

On February 7, 2022, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $51,000. The Company paid $1,000 in selling commissions to complete this financing.

On February 7, 2022 (the date of receipt of cash proceeds of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $65,025, $14,025 as day one loss on the derivative, $10,200 as interest expense, and $10,200 as Series B Convertible Preferred Stock mezzanine liability, and $51,000 as a loss recorded on issuance to interest. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months. The Company recalculated the value of the derivative liability associated with the convertible note and recorded a gain of $6,654 and a loss of $10,770 in connection with the change in fair market value of the derivative liability for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded $61,759 and $7,364 as preferred stock dividend expense for the years ended December 31, 2025 and 2024, respectively. Preferred stock dividend payable to GHS on this derivative totaled $83,045 and $21,288 as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $54,415 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $82,787 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $57,060 and $63,713 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $61,200 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term of 1.35 to 1.5 years.

March 24, 2022

On March 24, 2022, pursuant to the terms of the SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $136,000. The Company paid $2,720 in selling commissions to complete this financing.

On March 24, 2022 (the date of receipt of cash proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $328,422, $192,422 as day one loss on the derivative, $27,200 as interest expense, and $27,200 as Series B Convertible Preferred Stock mezzanine liability, and $136,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months. The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain of $17,743 and a loss of $28,720 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $151,147 and $19,638 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $205,500 and $54,352 as of December 31, 2025 and 2024. The preferred stock dividend payable at December 31, 2025 included $131,563 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $213,765 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $152,159 and $169,902 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $163,200 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0018, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 202.70%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term of 1.48 to 1.5 years.

F-22

November 17, 2022

On November 17, 2022, pursuant to the terms of the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $61,000. The Company paid $1,220 in selling commissions to complete this financing.

On November 17, 2022 (the date of receipt of cash proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $54,072, $6,928 as day one gain on the derivative, $12,200 as interest expense, $12,200 as Series B Convertible Preferred Stock mezzanine liability, and $61,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months. The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain of $7,958 and a loss of $12,882 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $56,348 and $8,808 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $74,999 and $18,651 as of December 31, 2025 and 2024. The preferred stock dividend payable at December 31, 2025 included $47,564 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $85,326 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $68,248 and $76,206 at December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $73,200 at December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0020, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0022, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 201.59%, risk-free interest rates ranging from 3.68% to 5.46%, and an expected term of 1.5 years.

August 24, 2023

On August 24, 2023, pursuant to the terms of the SPA, GHS purchased 62 shares of Series B Convertible Preferred Stock for gross proceeds of $62,000. The Company paid $1,240 in selling commissions to complete this financing.

On August 24, 2023 (the date of receipt of cash proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $61,679, $321 as day one gain on the derivative, $12,400 as interest expense, and $12,400 as Series B Convertible Preferred Stock mezzanine liability, and $62,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

The Company recalculated the value of the derivative liability associated with the convertible in connection with the change in fair market value of the derivative liability note and recorded a gain of $8,144 and a loss of $13,100 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $50,373 and $8,952 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $62,481 and $12,108 as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $41,445 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $75,541 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $69,367 and $77,511 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $74,400 at December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0014, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0015, an expected dividend yield of 0%, expected volatility ranging from 189.98% to 202.70%, risk-free interest rates ranging from 3.48% to 5.46%, and an expected term of 1.5 years.

F-23

April 16, 2024

On April 16, 2024, pursuant to the terms of the SPA, GHS purchased 20 shares of Series B Convertible Preferred Stock for gross proceeds of $17,600. The Company paid $2,400 in selling commissions to complete this financing.

On April 16, 2024 (the date of receipt of cash proceeds of $17,600 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $20,324, $321 as day one loss on the derivative, $4,000 as interest expense, and $24,000 as Series B Convertible Preferred Stock mezzanine liability, and $20,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain of $2,419 and a loss of $1,965 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $7,766 and $2,044 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $9,810 and $2,044 as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $4,886 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $9,915 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $19,870 and $22,289 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $24,000 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0009, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0014, an expected dividend yield of 0%, expected volatility ranging from 186.23% to 205.33%, risk-free interest rates ranging from 3.48% to 5.18%, and an expected term of 1 year.

October 3, 2024

On October 3, 2024, pursuant to the terms of the SPA, GHS purchased 43 shares of Series B Convertible Preferred Stock and committed an additional 4 shares for services/fees for gross consideration of $43,000. The Company paid $3,860 in selling commissions and legal fees to complete this financing.

On October 3, 2024 (the date of receipt of cash proceeds of $39,140), the Company valued the fair value of the derivative and recorded an initial derivative liability of $43,000, $11,480 as day one loss on the derivative, $8,600 as interest expense, and $51,600 as Series B Convertible Preferred Stock mezzanine liability, and $39,140 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain of $5,685 and a gain of $2,951 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company recorded preferred stock dividend expense of $15,399 and $1,650 for the years ended December 31, 2025 and 2024, respectively. The preferred stock dividend payable to GHS for this derivative totaled $17,049 and $1,650 as of December 31, 2025 and 2024, respectively. The preferred stock dividend payable at December 31, 2025 included $8,491 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $21,531 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. Derivative liability payable for this transaction totaled $646,694 and $52,378 as of December 31, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $56,400 as of December 31, 2025 and 2024, respectively.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.0009, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0012, an expected dividend yield of 0%, expected volatility ranging from 182.85% to 201.59%, risk-free interest rates ranging from 3.48% to 4.16%, and an expected term of 1 year.

F-24

Series C Convertible Preferred Stock

On January 8, 2024, the Board of Directors of the Company had authorized issuance of up to 5,000 shares of preferred stock, $0.001 per share, designated as Series C Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the increase set forth in the Certificate of Designation.

Dividends: Each share of Series C Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series C Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series C Convertible Preferred Stock. From and after the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

Voting Rights: The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders of Series C Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.

Liquidation: Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series C Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to the full respective Liquidation Preference to which they are entitled.

Conversion: The Holder shall have the right, at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation (as defined below)) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Optional Conversion Rate (as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”) for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional Conversion Rate”). “Trading Days” shall mean a day on which the means the principal markets or exchange on which the common stock is listed or quoted for trading on the date in question is open for business. “Beneficial Ownership Limitation” shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series C Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be issued upon conversion of shares of Series C Preferred Stock. If more than one share of Series C Preferred Stock shall be surrendered, or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion of any shares of Series C Preferred Stock (after aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being rounded upward).

The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series C Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and free from all taxes, liens or charges with respect thereto.

F-25

All shares of Series C Preferred Stock which have been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof to receive shares of Common Stock in exchange thereof.

The Series C Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.

March 1, 2024

On March 1, 2024, a convertible promissory noteholder and the Company mutually agreed to convert the principal balance of $55,000 and accrued interest of $13,825 into a total of 57 shares of Series C Convertible Preferred Stock. The Company valued the fair value of the derivative and recorded an initial derivative liability of $40,668, $425 as contra interest expense, $28,157 as day one gain on the derivative, $68,825 as amortization expense, and $68,825 as Series C Convertible Preferred Stock mezzanine liability. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0004 to $0.00138, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0014, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 202.70%, risk-free interest rates ranging from 3.48% to 5.09%, and an expected term of 1 year.

Series D Convertible Preferred Stock

On March 17, 2025, the Board of Directors of the Company had authorized issuance of up to 210 shares of preferred stock, $0.001 par value per share, designated as Series D Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the increase set forth in the Certificate of Designation.

Dividends: Each share of Series D Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series D Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series D Convertible Preferred Stock. From and after the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series D Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. Any dividends that are not paid shall continue to accrue and shall entail a late fee which must be paid in cash, at the rate of 18% per annum or lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including the date of actual payment in full. Redemption following the event of default shall occur at an amount equaling the product of one hundred thirty-five percent (135%), multiplied by the sum of the stated value, all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all purchased shares. The Holder of Series D Convertible Preferred Stock waived its rights to the event of default of an amount equal to the 135% multiplied by the sum of the stated value of Series D Convertible Preferred Stock for all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all purchased shares. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

F-26

Voting Rights: The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders of Series D Preferred Stock and the holders of Common Stock shall vote together and not as separate classes.

Liquidation: Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series D Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to the full respective Liquidation Preference to which they are entitled.

Conversion: The Holder shall have the right, at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation (as defined below)) determined by dividing the Stated Value of such share of Series D Preferred Stock by the Optional Conversion Rate (as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”) for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional Conversion Rate”). “Trading Days” shall mean a day on which the means the principal markets or exchange on which the common stock is listed or quoted for trading on the date in question is open for business. “Beneficial Ownership Limitation” shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series D Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be issued upon conversion of shares of Series D Preferred Stock. If more than one share of Series D Preferred Stock shall be surrendered, or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series D Preferred Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion of any shares of Series D Preferred Stock (after aggregating all shares of Series D Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being rounded upward).

The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series D Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series D Preferred Stock. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and non-assessable, with no personal liability attached to ownership thereof, and free from all taxes, liens or charges with respect thereto.

All shares of Series D Preferred Stock which have been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof to receive shares of Common Stock in exchange thereof.

The Series D Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.

F-27

March 21, 2025

On March 21, 2025, pursuant to the terms of the SPA, GHS purchased 60 shares of Series D Convertible Preferred Stock for gross consideration of $60,000. The Company paid $9,200 in selling commissions and legal fees to complete this financing.

On March 21, 2025 (the date of receipt of cash proceeds of $50,800), the Company valued the fair value of the derivative and recorded an initial derivative liability of $65,024, $14,224 as day one loss on the derivative, $12,000 as interest expense, and $72,000 as Series D Convertible Preferred Stock mezzanine liability, and $50,800 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $12,946 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $14,374 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $14,374 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $7,628 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. GHS waived the cumulative penalty of $25,326 for non-payment of dividend as of December 31, 2025. The Company did not record the waived penalty in its financial statements as of December 31, 2025 and 2024, respectively. The derivative liability payable for this transaction totaled $77,970 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $72,000 at December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0008, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.001, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.73%, risk-free interest rates ranging from 3.48% to 4.04%, and an expected term of 1 year.

April 10, 2025

On April 10, 2025, pursuant to the terms of the SPA, GHS purchased 45 shares of Series D Convertible Preferred Stock for gross consideration of $45,000. The Company paid $900 in selling commissions and legal fees to complete this financing.

On April 10, 2025 (the date of receipt of cash proceeds of $44,100), the Company valued the fair value of the derivative and recorded an initial derivative liability of $57,220, $12,220 as day one loss on the derivative, $9,000 as interest expense, and $54,000 as Series D Convertible Preferred Stock mezzanine liability, and $45,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $1,257 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $5,193 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $5,193 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $488 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $58,477 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $54,000 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0007, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.48% to 3.97%, and an expected term of 1 year.

F-28

May 14, 2025 - 1

On May 14, 2025, pursuant to the terms of the SPA, GHS purchased 11 shares of Series D Convertible Preferred Stock for gross consideration of $11,000. The Company paid $220 in selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash proceeds of $10,780), the Company valued the fair value of the derivative and recorded an initial derivative liability of $13,815, $2,815 as day one loss on the derivative, $2,200 as interest expense, $13,815 as Series D Convertible Preferred Stock mezzanine liability, and $11,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $479 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $1,111 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $1,111 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $109 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $14,294 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $13,200 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0007, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.48% to 4.14%, and an expected term of 1 year.

May 14, 2025 - 2

On May 14, 2025, pursuant to the terms of the SPA, GHS purchased 25 shares of Series D Convertible Preferred Stock for gross consideration of $25,000. The Company paid $500 in sales commission and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash proceeds of $24,500), the Company valued the fair value of the derivative and recorded an initial derivative liability of $31,399, $6,399 as day one loss on the derivative, $5,000 as interest expense, $13,815 as Series D Convertible Preferred Stock mezzanine liability, and $11,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $1,089 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $2,526 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $2,526 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $248 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $32,487 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $30,000 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0004 to $0.0007, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.48% to 4.14%, and an expected term of 1 year.

F-29

October 30, 2025

On October 30, 2025, pursuant to the terms of the SPA, GHS purchased 35 shares of Series D Convertible Preferred Stock for gross consideration of $35,000. The Company paid $700 in selling commissions and legal fees to complete this financing.

On October 30, 2025 (the date of receipt of cash proceeds of $34,300), the Company valued the fair value of the derivative and recorded an initial derivative liability of $28,724, $6,276 as day one loss on the derivative, $7,000 as interest expense, $7,000 as Series D Convertible Preferred Stock mezzanine liability, and $35,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $16,758 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $1,099 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $1,099 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $243 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $45,482 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $42,000 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price ranging from $0.0005 to $0.0006, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0005 to $0.0007, an expected dividend yield of 0%, expected volatility ranging from 198.09% to 198.95%, risk-free interest rates ranging from 3.48% to 3.70%, and an expected term of 1 year.

December 2, 2025

On December 2, 2025, pursuant to the terms of the SPA, GHS purchased 34 shares of Series D Convertible Preferred Stock for gross consideration of $34,000. The Company paid $680 in sales commissions and legal fees to complete this financing.

On December 2, 2025 (the date of receipt of cash proceeds of $33,320), the Company valued the fair value of the derivative and recorded an initial derivative liability of $36,821, $2,821 as day one loss on the derivative, $6,800 as interest expense, $6,800 as Series D Convertible Preferred Stock mezzanine liability, and $34,000 a loss recorded on issuance as interest expense. The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a loss of $7,362 for the year ended December 31, 2025. In addition, the Company recorded preferred stock dividend expense of $394 for the year ended December 31, 2025. The preferred stock dividend payable to GHS for this derivative totaled $394 as of December 31, 2025. The preferred stock dividend payable at December 31, 2025 included $58 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement. The derivative liability payable for this transaction totaled $44,183 as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $40,800 as of December 31, 2025.

The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise price of $0.0006, the closing stock price of the Company’s common stock on the date of valuation ranges from $0.0007 to $0.0008, an expected dividend yield of 0%, expected volatility ranging from 174.48% to 198.95%, risk-free interest rates ranging from 3.48% to 3.59%, and an expected term of 1 year.

F-30

Series E Preferred Stock

On October 30, 2025, the Board of Directors of the Company had authorized issuance of up to 3,000 shares of preferred stock, $0.001 par value per share, designated as Series E Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the increase set forth in the Certificate of Designation.

Dividends: Each share of Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 10% per annum, payable quarterly, beginning on the Original Issue Date and ending on the date that such share of Preferred Share has been converted or redeemed. Dividends may be paid in cash or in shares of Preferred Stock, at the Corporation’s discretion. From and after the initial Closing Date, in addition to the payment of dividends, each Holder shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. The Corporation shall pay no dividends on shares of the Common Stock unless it simultaneously complies with the previous sentence. Any dividends that are not paid a Dividend Payment Date shall continue to accrue and shall entail a late fee (“Late Fees”), which must be paid in cash, at the rate of 12% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from the Dividend Payment Date through and including the date of actual payment in full.

Voting Rights. The Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations. However, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

Liquidation: Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation. The Corporation shall mail written notice of any such Liquidation, not less than forty-five (45) days prior to the payment date stated therein, to each Holder.

Conversion: Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to certain limitations) determined by dividing the Stated Value of such share of Preferred Stock by Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice. Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile or email such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

F-31

Conversion price: The conversion price for the Preferred Stock shall be a fixed price equal to $0.0005. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages including, but not limited to, as a result of a Triggering Event pursuant to Section 10 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

Corporation Redemption: The Corporation shall have the right to redeem, all (but not less than all), shares of the Preferred Stock issued and outstanding at any time after the Original Issue Date, upon three (3) business days’ notice, at a redemption price per Preferred Stock then issued and outstanding (the “Corporation Redemption Price”), equal to the product of (i) the Premium Rate (means 1.10) multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the Holder pursuant to this Certificate of Designation and/or any Transaction Document including, but not limited to Late Fees, liquidated damages and the legal fees and expenses of the Holder’s counsel relating to this Certification of Designation, any other Transaction Document and/or the transactions contemplated thereunder and/or hereunder. Notwithstanding the delivery of a Corporation Redemption Notice, a Holder may convert some or all of its shares of Preferred Stock until the date it receives in full Corporation Redemption Price, provided, however, that notwithstanding anything to the contrary provided herein or elsewhere (i) in the event a Holder would be precluded from converting any shares of Preferred Stock, due to the limitation contained in Section 5, the Corporation Redemption Payment Date, for such Holder only, shall automatically be extended by one hundred twenty (120) days (or such shorter period as so provided to the Corporation by the Holder at any time and (ii) if a Mandatory Conversion has occurred prior to the Corporation Redemption Payment Date and for whatever reason including, but not limited to, the Beneficial Ownership Limitation, a Holder still owns Preferred Stock, any such Holder may elect to extend the Corporation Redemption Payment Date as to any or all of such Holder’s Preferred Stock for up to one hundred twenty (120) days following the Corporation Redemption Payment Date to allow such Holder to convert its remaining Preferred Stock into Conversion Shares.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Emmons DEA”) with Clifford L. Emmons, it’s Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued compensation and unpaid fees owed to him by the Company under various agreements, for 268.529 shares of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”). In addition to the issuance of the Company’s Series E Preferred Stock, Mr. Emmons agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025. The Company recorded $5,599 as dividend payable to Mr. Emmons as of December 31, 2025.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Mitta DEA”) with Vidhyadhar Mitta, it’s former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 for 180 shares of Series E Preferred Stock. In addition to the issuance of the Series E Preferred Stock, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025. The Company recorded $3,720 as dividend payable to Mr. Mitta as of December 31, 2025.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “McNemar DEA”) with Karen McNemar, it’s former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares of Series E Preferred Stock. In addition to the issuance of the Series E Preferred Stock, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025. The Company recorded $5,559 as dividend payable to Ms. McNemar as of December 31, 2025.

On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Senior Secured DEA”) with Sergey Gogin and Yvsgramorah, LLC, an entity controlled by Mr. Gogin (the “Senior Secured Holders”). Pursuant to the Senior Secured DEA, the Senior Secured Holders exchanged an aggregate of $522,195 of principal and accrued and unpaid interest owed to the Senior Secured Holders by the Company under the Senior Secured Convertible Note issued to Mr. Gogin on January 22, 2018 (the “Gogin Note”) and the Senior Secured Convertible Note issued to Yvsgramorah, LLC on March 6, 2019 (the “YVS Note,” together, with the Gogin Note, the “Senior Secured Notes”) for an aggregate of 489 shares (the “Senior Secured Shares”) of Series E Preferred Stock. The closing of the Senior Secured DEA occurred on November 5, 2025. The Company recorded $10,106 as dividend payable to Mr. Gogin as of December 31, 2025.

F-32

The following table represents the change in the fair value of the derivative liabilities for the year ended December 31, 2025 and 2024, respectively.


	Level 1		Level 2		Level 3
Balance at December 31, 2023	$	–	$	–	$	535,653
Additions to derivative liability		–		–		111,611
Change in the fair value of derivative liability		–		–		111,523
Balance at December 31, 2024	$	–	$	–	$	758,787

Balance at December 31, 2024	$	–	$	–	$	758,787
Additions to derivative liability		–		–		233,003
Change in the fair value of derivative liability		–		–		(40,258	)
Balance at December 31, 2025	$	–	$	–	$	951,532

As a result of issuance of derivative instruments, the Company recorded a derivative liability of $951,532 and $758,787 as of December 31, 2025 and 2024, Series B Convertible Preferred Stock liability of $699,600 and $694,800 as of December 31, 2025 and 2024, Series C Convertible Preferred Stock liability of $68,400 as of December 31, 2025 and 2024, and Series D Convertible Preferred Stock liability of $252,000 and $0 as of December 31, 2025 and 2024, respectively.

Warrants

A summary of the status of the Company’s warrants as of December 31, 2025 and 2024, and changes during the nine months then ended, is presented below:

Shares

Under

Warrants

Weighted

Average

Exercise Price

Weighted

Average

Remaining

Contractual Life

Outstanding at December 31, 2023

2,868,397

0.00084

0.4 Years

Issued

–

Expired/Forfeited

(2,868,397

)

–

Outstanding at December 31, 2024

–

Outstanding at December 31, 2024

–

Issued

–

Expired/Forfeited

–

Outstanding at December 31, 2025

–

F-33

NOTE 9 – INCOME TAXES

The following is a reconciliation of the statutory federal income tax rate to the effective tax rate reported in the financial statements for the years ended December 31, 2025 and 2024, respectively:

Reconciliation of income tax rate	2025					2024
US Federal statutory rate	$	302,665		21.00%		$	160,577		21.00%
Effects of:
State and local taxes, net of federal benefits		69,901		4.85%			33,722		4.85%
Other permanent items		(9,656	)	(0.67%	)		3,364		0.44%
Change in valuation allowance		(362,910	)	25.18%			(197,663	)	26.29%
Tax expense at actual rate	$	–		0.00%		$	–		0.00%

The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows:


	December 31, 2025			December 31, 2024
Deferred tax assets:
Net operating loss carry forward	$	3,270,366		$	2,897,800
Total gross deferred tax assets		3,270,366			2,897,800
Less: valuation allowance		(3,270,366	)		(2,897,800	)
Net deferred tax assets	$	–		$	–

Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.

F-34

At December 31, 2025 and 2024, the Company had accumulated net operating losses of approximately $12,450,000 and $11,208,000, respectively, for U.S. federal and Massachusetts income tax purposes available to offset future taxable incomes. The net operating losses generated in tax years prior to December 31, 2017, can carry forward for 20 years, whereas the net operating losses generated after December 31, 2017 can carry forward indefinitely. Management determined that it was unlikely that the Company’s deferred tax assets would be realized and have provided for a full valuation allowance associated with the net deferred tax assets.

In the ordinary course of business, the Company’s income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. The Company is delinquent in filing its Federal and State income tax returns for the years ended December 31, 2022, 2023, 2024, and 2025. As of December 31, 2025, tax years 2025, 2024, 2023, and 2022 remain open for examination by the Internal Revenue Service and the Massachusetts Division of Revenue. The Company has received no notice of audit from the Internal Revenue Service or the Massachusetts Division of Revenue for any of the open tax years.

NOTE 10 – SUBSEQUENT EVENTS

On March 6, 2026, the Company entered into a Securities Purchase Agreement ( “SPA”) with GHS Investments for the purchase and sale of up to 97 shares of the Company’s Series D Preferred Stock for an aggregate purchase price of up to $88,000. On March 12, 2026, pursuant to the SPA, the Company issued to GHS Investments 43 shares of Series D Preferred Stock, $0.001 par value, $1,200 stated value, for a cash consideration of $40,140. The Company paid sales commissions of $860 and $2,000 in legal fees to complete this sale transaction.

On March 23, 2026, the Company issued 100,000 shares of its common stock, fully vested, to a consultant pursuant to 2022 Plan (Note 8).

On April 10, 2026, the Board of Directors adopted a resolution to terminate the company’s three equity compensation plans: the 2017 Stock Incentive Plan (the "2017 Plan"), the 2019 Stock Incentive Plan (the "2019 Plan"), and the 2022 Stock Incentive Plan (the "2022 Plan"). Each of the Plans was terminated effective December 31, 2025.

On April 16, 2026, the Board of Directors adopted a resolution to approve and authorize an amendment to the Original Certificate of Designation for Series D to increase the total number of authorized shares of Series D Preferred Stock from 210 shares to 500 shares.

On April 21, 2026, GHS Investments entered into a financing arrangement and purchased 45 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a cash consideration of $43,100, The Company paid sales commissions of $900 and $1,000 in legal fees to complete this sale transaction.

Management evaluated all subsequent events through the date of filing.

F-35

IIOT-OXYS, Inc. 10-K