UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐ 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 000-56478

KINETIC SEAS INCORPORATED

(Exact name of registrant as specified in its charter)

Colorado

47-1981170

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1501 E. Woodfield Rd., Suite 114E

Schaumburg, IL

60173

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including ~~area~~ area code (~~888~~847) ~~901~~754-~~8806~~4600

(Former name, former address and former fiscal year, if changed since last report)

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

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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, a smaller reporting company, or 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.

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 is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of ~~September~~June 3023, ~~2025~~ 2026,was 5160,~~439~~745,~~000~~ 926 shares.

KINETIC SEAS INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

For the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2025~~ 2026

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1720
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2127
Item 4.	Controls and Procedures	2127
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2329
Item 1A.	Risk Factors	2329
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2329
Item 3.	Defaults Upon Senior Securities	2329
Item 4.	Mine Safety Disclosures	2329
Item 5.	Other Information	2329
Item 6.	Exhibits	2430
SIGNATURES		2531

PART I – FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this quarterly report on on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; the continued services of the Custodian as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Kinetic Seas Incorporated,. a Colorado corporation, unless the context requires otherwise.

Item 1. Financial Statements.

Index to Unaudited Financial Statements

		Page

FINANCIAL STATEMENTS:

Balances Sheets as of March 31, 2026 (unaudited) and December 31, 2025		5

(Unaudited) Statements of Operations for the Three Months Ended March 31, 2026, and March 31, 2025		6

(Unaudited) Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2026, and 2025		7

(Unaudited) Statements of Cash Flows for the Three Months Ended March 31, 2026, and 2025		8

Notes to the (Unaudited) Interim Financial Statements		9

KINETIC SEAS INCORPORATED

BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
	(Unaudited)
ASSETS
Current Assets
Cash	$	–205,667		$	47,~~947~~767
Accounts receivable		38,658			20,719
Prepaid Expenses		–			43,750
Deferred charge		–			10,852
Investment as Collateral		572,000			–
Total current assets		38777,~~658~~667			3651,~~518~~517
Right of use assets		5545,~~572~~364			6950,~~821~~543
Property and equipment, net		5536,~~702~~785			8446,~~078~~243
Total assets	$	149,932		$	190,417
Investments		7,847,736			10,460,540
LIABILITIES AND STOCKHOLDERS' EQUITY
Total assets	$	8,707,552		$	10,608,843
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	~~368~~88,~~996~~325		$	~~163~~201,~~618~~028
Accrued liabilities		~~442~~(10	)		~~1,483,587~~540
Cash overdraft		864			–
Deferred Revenue Current		2,079,000			2,079,000
Accrued officer compensation		–			55,601
Accrued interest		12,623			30,821
Accrued interest		67,097			9,089
Lease liabilities -short term		20,930			20,930
Lease liabilities-short term		20,930			20,299
Notes payable		602,564			315,000
Notes payable		252,844			231,164
Notes payable related parties		–			239,957
Notes payable related parties		255,639			199,137
Total current liabilities		2,803,432			2,887,275
Total current liabilities		966,812			2,162,495
Deferred Revenue-noncurrent		7,449,750			7,969,500
Lease liabilities long term		35,731			50,003
Non-Current Liabilities		71,900			71,900
Total liabilities		1,002,543			2,212,497
Lease liabilities long term		25,611			30,778
Total Non-current Liabilities		7,547,261			8,072,178
Total liabilities		10,350,693			10,959,453
Commitments and contingencies		–			–
STOCKHOLDERS' DEFICIT
Preferred A stock, $0.00001 par value, 50,000,000 shares authorized, 500 and 21,100 shares issued and outstanding, respectively, as of September 30, 2025 and December 31, 2024		–			–
Preferred A stock, $0.00001 par value, 50,000,000 shares authorized, 500 and 500 shares issued and outstanding, respectively, as of March 31, 2026 and December 31, 2025		–			–
Preferred B stock, $0.00001 par value, 50,000,000 shares authorized, 2,000 and 5,500 shares issued and outstanding, respectively, as of September 30, 2025 and December 31, 2024		–			–
Preferred B stock, $0.00001 par value, 50,000,000 shares authorized, 4,917 and 11,917 shares issued and outstanding, respectively, as of March 31, 2026 and December 31, 2025		4			4
Common stock, $0.00001 par value, 200,000,000 shares authorized and 51,439,000 and 16,329,000 shares issued and outstanding, respectively as of September 30, 2025 and December 31, 2024		514			163
Common stock, $0.00001 par value, 200,000,000 shares authorized and 57,145,926 and 52,789,000 shares issued and outstanding, respectively as of March 31, 2026 and December 31, 2025		571			527
Additional paid-in-capital		5,~~610~~982,~~576~~039			25,~~992~~899,~~676~~007
Accumulated deficit		(67,~~463~~625,~~700~~755	)		(56,~~014~~250,~~920~~147	)
Total stockholders' deficit		(~~852~~1,~~610~~643,141	)		(2350,~~022,081~~609	)
Total liabilities and stockholders' deficit	$	~~149~~8,~~932~~707,552		$	~~190~~10,~~417~~608,843

Note: Amounts may not foot due to rounding.

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

KINETIC SEAS INCORPORATED

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months			Three months			~~Nine months~~			~~Nine months~~
	ended			ended			~~ended~~			~~ended~~
	September 30,			September 30,			September 30,			September 30,
	March 31,			March 31,
	2025			2024			2025			2024
	2026			2025
Consulting Revenue	$	9125,~~537~~895		$	6467,~~966~~871		$	~~159,408~~		$	~~137,291~~
Cost of sales consulting labor		–			52,490			70,139			106,749
Product Sales		519,750			–
Gross margin (loss)		91,537			12,476			89,269			30,542
Cost of sales consulting labor		–			57,162
Operating expenses
Gross margin		545,645			10,708
Selling, general and administrative expenses		346,726			149,050			518,536			543,053
Operating expenses
Professional fees		103,197			787,039			825,760			906,571
Selling, general and administrative expenses		210,813			82,490
Payroll and benefits		(200,092	)		119,782			74,932			261,959
Professional fees		133,027			5,422
Total operating expenses		249,831			1,055,870			1,419,228			1,711,583
Payroll and benefits		19,405			116,440
Loss from operations		(158,294	)		(1,043,394	)		(1,329,959	)		(1,681,041	)
Total operating expenses		363,246			204,352
Other (expense):
Gain/Loss from operations		182,399			(193,644	)
Interest expense		(47,817	)		(10,125	)		(118,821	)		(29,397	)
Other Income (expense):
Total other expense		(47,817	)		(10,125	)		(118,821	)		(29,397	)
Investment Income		98,296			–
Net (loss)	$	(206,111	)	$	(1,053,518	)	$	(1,448,780	)	$	(1,710,438	)
Interest expense		(53,702	)		(30,247	)
Basic and diluted loss per share	$	(0.01	)	$	(0.06	)	$	(0.03	)	$	(0.07	)
Gain/Loss on Debt Extinguishment		(1,602,602	)		–
Weighted average number of shares outstanding:
Total other income and expense		(1,558,007	)		(30,247	)
Basic and diluted		49,571,065			16,858,576			42,020,723			23,342,109
Net (loss)	$	(1,375,608	)	$	(223,891	)
Basic and diluted loss per share	$	(0.03	)	$	(0.01	)
Weighted average number of shares outstanding:
Basic and diluted		54,677,089			30,441,500

Note: Amounts may not foot due to rounding.

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

KINETIC SEAS INCORPORATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~(Unaudited)~~AS OF MARCH 31, 2025 and MARCH 31, 2026

	Preferred A Stock						~~Preferred B Stock~~	Preferred B Stock						~~Common Stock~~		Common Stock					~~Additional Paid In~~		Additional Paid In	~~Accumulated~~			Accumulated	~~Total Stockholders’~~			Total Stockholders’
	Shares			~~Amount~~	Amount		~~Shares~~	Shares		~~Amount~~		Amount		~~Shares~~		Shares	~~Amount~~			Amount	~~Capital~~		Capital	~~Deficit~~			Deficit	~~Deficit~~			Deficit
Balance, December 31, 2023	–			$	–		–			$	–			26,646,000			$	266			$	922,020		$	(1,117,798	)		$	(195,512	)
Balance, December 31, 2024		21,100			$	–			5,500			$	–				16,329,000			$	163		$	2,992,676			$	(5,014,920	)		$	(2,022,081	)
Common stock issued for cash	–				–		–				–			5,000,000				50				249,950			–				250,000
Conversion of Preferred A to common stock		(21,100	)			–			–				–				21,100,000				211			(211	)			–				–
Net loss	–				–		–				–			–				–				–			(199,338	)			(199,338	)
Conversion of Preferred B to common stock		–				–			(5,500	)			–				5,500,000				55			(55	)			–				–
Balance, Mar 31, 2024	–			$	–		–			$	–			31,646,000			$	316			$	1,171,970		$	(1,317,137	)		$	(144,850	)
Conversion of common shares to Preferred A		500				–			–				–				(500,000	)			(5	)		5				–				–
Common stock issued for services	–				–		–				–			40,000				–				2,000			–				2,000
Shares issued for services		–				–			–				–				2,125,000				21			1,062,479				–				1,062,500
Common stock issued in error to be returned	–				–		–				–			200,000				2				9,998			–				10,000
Net loss		–				–			–				–				–				–			–				(223,891	)			(223,891	)
Common stock issued in private placement	–				–		–				–			4,104,000				41				205,159			–				205,200
Balance, March 31, 2025		500			$	–			–			$	–				44,554,000			$	445		$	4,054,894			$	(5,238,811	)		$	(1,183,472	)
Conversion of common stock to preferred stock	19,450				–		–				–			(19,450,000	)			(195	)			195			–				–
Net loss	–				–		–				–			–				–				–			(457,582	)			(457,582	)
Balance, June 30, 2024	19,450			$	–		–			$	–			16,540,000			$	165			$	1,389,322		$	(457,582	)		$	(385,232	)

	Preferred A Stock				Preferred B Stock				Common Stock					Additional Paid In			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount			Capital			Deficit			Deficit
Balance, December 31, 2024	21,100		$	–	5,500		$	–	16,329,000		$	163		$	2,992,676		$	(5,014,920	)	$	(2,022,081	)
Conversion of Preferred A to common stock	(21,100	)		–	–			–	21,100,000			211			(211	)		–			–
Conversion of Preferred B to common stock	–			–	(5,500	)		–	5,500,000			55			(55	)		–			–
Conversion of common shares to Preferred A	500			–	–			–	(500,000	)		(5	)		5			–			–
Shares issued for services	–			–	–			–	2,125,000			21			1,062,479			–			1,062,500
Net loss	–			–	–			–	–			–			–			(223,891	)		(223,891	)
Balance, March 31, 2025	500		$	–	–		$	–	44,554,000		$	445		$	4,054,894		$	(5,238,811	)	$	(1,183,472	)
Shares issued for services	–			–	–			–	3,200,000			32			880,467			–			880,499
Shares issued in error to be recovered	–			–	–			–	425,000			4			102,746			–			102,750
Shares issued for financing fees	–			–	–			–	400,000			4			89,997			–			90,001
Common stock issued in private placement	–			–	–			–	250,000			3			49,998			–			50,000
Net loss	–			–	–			–	–			–			–			(1,018,777	)		(1,018,777	)
Balance, June 30, 2025	500		$	–	–		$	–	48,829,000		$	488		$	5,178,101		$	(6,257,588	)	$	(1,078,999	)
Shares issued for services	–			–	–			–	2,000,000			20			227,480			–			227,500
Shares issued for cash	–			–	2,000			–	610,000			6			204,994			–			205,000
Common stock issued in private placement	–			–	–			–	–			–			–			–			–
Net Loss	–			–	–			–	–			–			–			(206,111	)		(206,111	)
Balance, September 30, 2025	500		$	–	2,000		$	–	51,439,000		$	514		$	5,610,576		$	(6,473,700	)	$	(852,610	)

KINETIC SEAS INCORPORATED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(continued)

	Preferred A Stock					Preferred B Stock					Common Stock						Additional Paid In			Accumulated			Total Stockholders'
	Shares			Amount		Shares			Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2024		21,100		$	–		5,500		$	–		16,329,000		$	163		$	2,992,676		$	(5,014,920	)	$	(2,022,081	)

Conversion of Preferred A to common stock		(21,100	)		–		–			–		21,100,000			211			(211	)		–			–

Conversion of Preferred B to common stock		–			–		(5,500	)		–		5,500,000			55			(55	)		–			–

Conversion of common shares to Preferred A		500			–		–			–		(500,000	)		(5	)		5			–			–

Shares issued for services		–			–		–			–		8,750,000			88			2,350,163			–			2,350,251

Shares issued for financing fees		–			–		9,917			4		400,000			4			264,692			–			264,696

Common stock issued in private placement		–			–		–			–		250,000			3			49,998			–			50,000

Shares issued for cash		–			–		2,000			–		610,000			6			204,994			–			205,000

Shares issued for software		–			–		–			–		350,000			4			36,746			–			36,750

Net Loss		–			–		–			–		–			–			–			(1,235,227	)		(1,235,227	)

Balance, December 31, 2025		500		$	–		11,917		$	4		52,789,000		$	527		$	5,899,007		$	(6,250,147	)	$	(350,609	)

Conversion of Preferred B to common stock		–			–		(7,000	)		–		2,600,000			26			–			–			26

Shares issued for services		–			–		–			–		1,100,000			11			32,989			–			33,000

Shares issued for software (issued in prior qtr)		–			–		–			–		350,000			4			36,746			–			36,750

Shares issued for financing fees		–			–		–			–		556,926			6			35,794			–			35,800

Common stock issued for services (error correction)		–			–		–			–		(250,000	)		(3	)		(22,498	)		–			(22,500	)

Net Loss		–			–		–			–		–			–			–			(1,375,608	)		(1,375,608	)

Balance, March 31, 2026		500		$	–		4,917		$	4		57,145,926		$	571		$	5,982,039		$	(7,625,755	)	$	(1,643,141	)

Note: Amounts may not foot due to rounding.

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

KINETIC SEAS INCORPORATED

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months			Nine months
	Three months			Three months
	ended			ended
	September 30,			September 30,
	March 31,			March 31,
	2025			2024
	2026			2025
Cash flows provided by (used in) operating activities
Cash flows used in operating activities
Net (loss) from operations	$	(1,~~448~~375,~~780~~608	)	$	(1223,~~710,438~~891	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		28,376			19,782
Stock based compensation		47,278			–
Common stock issued for financing fees		–			32,499
Gain on the extinguishment of debt		1,602,602			–
Stock based compensation		1,107,999			752,000
Depreciation		9,458			9,459
Investment Income		(98,296	)		–
Amortization of ROU		5,179			–
Changes in assets and liabilities
Accounts receivable		~~(17,939~~–	)		(205,~~816~~131	)
Lease liability-net		~~608~~(5,167	)		–203
Deferred charge		~~10,852~~–			~~(23~~10,~~489~~852	)
Accounts payable		205,379			102,725
Prepaid Expense		43,750			–
Accrued liabilities		(227,895	)		–
Accounts payable		27,225			52,786
Accrued interest		58,008			(6,217	)
Accrued liabilities		(550	)		(101	)
Cash overdraft		864			–
Accrued interest		9,815			12,884
Accrued officer compensation		(55,601	)		–
Deferred Revenue		(519,750	)		–
Net cash (used in) operating activities		(338,129	)		(853,954	)
Cash overdraft		–			483
Cash flows provided by (used in) investing activities
Accrued officer compensation		–			52,035
Purchases of property and equipment		–			(100,178	)
Net cash (used in) operating activities		(254,064	)		(90,423	)
Net cash (used in) investing activities		–			(100,178	)
Cash flows (used in) investing activities
Cash flows provided by (used in) financing activities
Purchases of property and equipment		–			–
Proceeds from related party notes		56,502			50,000
Net cash (used in) investing activities		–			–
Proceeds from notes payable		82,597			150,000
Cash flows provided by financing activities
Repayments of notes payable		(5,917	)		(35,881	)
Repayment from related party notes		–			21,502
Proceeds from common stock issued for cash		200,000			786,050
Repayment of notes payable		–			(1,776	)
Net cash provided by financing activities		333,182			950,169
Proceeds from notes payable		451,964			65,750
Net (decrease) in cash		(4,947	)		(3,962	)
Net cash provided by financing activities		451,964			85,476
Cash, beginning of period		4,947			17,931
Net increase (decrease) in cash		197,900			(4,947	)
Cash, end of period	$	–		$	13,969
Cash, beginning of period		7,767			4,947
Cash, end of period	$	205,667		$	–

Note: Amounts may not foot due to rounding.

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

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~ ~~AND~~2026 ~~2024~~AND 2025

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Nature of Operations

Kinetic Seas Incorporated (the “Company”) was formed on January 3, 2015, as a Colorado corporation with the name ONCO Merger Sub, Inc. On January 5, 2025, the Company merged with Oncology Med, Inc. as part of a holding company reorganization involving Oracle Nutraceuticals Company, under which the Company was the surviving entity in the merger. On January 18, 2015, the Company changed its name to Oncology Med, Inc. On September 16, 2016, the Company changed its name to Bellatora, Inc. On January 19, 2024, the Company changed its name to Kinetic Seas Incorporated.

The Company is an Artificial Intelligence (“AI”) consulting, research and development, infrastructure, and software company with a primary focus on GPU Cloud Hosting.

By a written consent dated December 14, 2023, ~~the~~ the Board of Directors of the Company approved the appointment of Edward Honour, Jeffey Lozinski, Joseph Lehman, and Robert Jackson to ~~the~~ the Board of Directors of the Company, and appointed Edward Honour as Chairman (the “New Directors”). At the same time, the ~~Board~~ Board of Directors approved the issuance of 21,600,000 shares of common stock at $0.001 per share to the New Directors and certain new employees, of which 19,950,000 were acquired by the New Directors. In addition, the Board of Directors also approved a private offering of 10,000,000 shares of common stock at $0.05 per share. An affiliate of a New Director purchased the initial 1,000,000 shares in this offering. As a result of both transactions, the New Directors and their affiliates acquired an aggregate of 20,950,000 Shares of common stock, which constituted approximately 84% of ~~the~~ issued and outstanding common shares of the Company at the time.

The appointment of the New Directors to the Company’s board, and the sale to the New Directors of a controlling interest in the Company, were made to enable the Company to enter the business of artificial intelligence hosting, research & development, and consulting. Before the change in control to the New Directors, the Company was a shell company.

The Company’s accounting year-end is December 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of accrued liabilities and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable, and the allowance for doubtful accounts, inventories, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition and Cost of Consulting Labor

The Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts that were not completed as of January 1, 2018.

The Company will recognize revenue in accordance with Accounting Standards Codification No. 606, “Revenue from Contracts with Customers” (“ASC606”). ASC 606 directs entities to recognize revenue when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services. The Financial Accounting Standards Board (FASB) created a five-step approach that entities should apply when determining the amount and timing of revenue recognition:

Step 1: Identify the contract with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we the Company generated consulting revenue of $~~159~~25,~~408~~895 and product sales revenue of $519,750, resulting in ~~consulting~~total revenue of $545,645, compared to consulting revenue of $~~137~~67,~~291~~871 induring the ~~prior-year~~three ~~period~~months ended March 31, 2025. Cost of consulting labor was $0 for the ~~same~~three ~~nine-month~~months ended ~~period~~March ~~totaled~~31, 2026, compared to $7057,~~139~~162 for the three months ended March 31, 2025. As a result, gross margin was $545,645 for the three months ended March 31, 2026, compared to $10,708 for the comparable prior-year period.

The Company did not record any direct software development costs in cost of sales during the three months ended March 31, 2026. Software development expenditures are included within Selling, General and Administrative expenses because the underlying software, code base, technology components, and intellectual property are developed for use across multiple current and prospective customer engagements and future commercial opportunities. Management believes these costs cannot be reasonably allocated to any specific product sale, customer contract, or revenue stream, as the developed technologies may be utilized in numerous current and future projects, some of which may ultimately result in customer product sales while others may not. Accordingly, all software development costs are classified as general and administrative expenses rather than direct costs of revenue.

Cash and Cash Equivalents

~~Cash~~The ~~and~~Company ~~cash~~considers ~~equivalents~~all ~~consist of~~ highly liquid temporary cash investments with an original maturity of three months or less. Aswhen ofpurchased ~~September~~to ~~30,~~be ~~2025, the Company had no~~ cash ~~or cash~~ equivalents~~, reflecting~~. aAs ~~decrease~~of ~~from~~March $431,~~947~~ at2026 ~~December~~and December 31, ~~2024.~~2025, ~~The~~the ~~decline~~Company inhad ~~available~~ cash ~~during~~and ~~the~~cash ~~first~~equivalents ~~nine months~~ of ~~2025~~$205,667 ~~was primarily driven by operating losses~~ and ~~working~~$7,767, ~~capital requirements~~respectively.

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

On ~~December~~Dec. 18, 2019, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of generally accepted accounting principles (GAAP) without compromising information provided to users of financial statements. The Company adopted this guidance on January 1, 2021, which had no impact on the Company’s financial statements.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

There have been no new or material changes to ~~the~~ the significant accounting policies discussed in the Company’s audited financial statements in its Annual Report on Form 10-K for ~~the~~ the fiscal year ended December 31, ~~2024~~2025 as filed with the SEC on ~~April~~May 2429, ~~2025~~2026, that are of significance, or potential significance, to ~~the~~ the Company.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been ~~prepared~~ prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the ~~settlement~~satisfaction of liabilities in the normal course of business ~~during~~for the twelve months following the ~~issuance~~date of these financial statements. The Company has incurred significant operating losses since inception and continues to rely on external financing to support operations. As of September 30, 2025, the Company had an accumulated deficit of $6,463,700 and a working capital deficit of approximately $928,153, reflecting current liabilities significantly exceeding current assets.

The Company ~~does~~has ~~not~~incurred ~~expect~~significant ~~to generate~~ operating ~~cash~~losses ~~flows~~since ~~sufficient~~inception. toAs ~~fund~~of ~~currently~~March ~~anticipated~~31, ~~operating activities~~2026, ~~which~~the ~~raises~~Company ~~substantial~~had ~~doubt~~an ~~regarding~~accumulated ~~its~~deficit ~~ability~~of toapproximately ~~continue as a going concern~~$7.63 ~~Management~~million ~~intends~~and toa ~~seek~~working ~~additional~~capital deficit ~~funding through potential private placements~~ of ~~equity~~approximately ~~and~~$2.03 ~~debt financing arrangements~~million. ~~The~~ ~~Company~~In ~~will~~addition, bethe ~~required~~Company toreported ~~continue~~a ~~securing~~net ~~external~~loss ~~capital~~of ~~until operations generate positive cash flow. However~~$1,375,608 ~~there~~for ~~can be no assurance that additional financing will be available on terms acceptable to~~ the ~~Company,~~three ormonths ~~available~~ended atMarch ~~all~~31, 2026.

10The Company does not currently expect that cash generated from operations will be sufficient to fund its anticipated operating requirements. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these financial statements are issued.

Management's plans to alleviate this substantial doubt include continued efforts to raise capital through private placements of equity securities, debt financing arrangements, strategic partnerships, and other financing alternatives. The Company has historically been successful in obtaining funding from investors and lenders and continues to evaluate additional sources of capital to support operations, product development, commercialization efforts, and working capital requirements. However, there can be no assurance that such financing will be available on acceptable terms, if at all.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – ACCRUED LIABILITIES

As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company had accrued liabilities of $~~442~~(10) and $1540,~~483,587,~~ respectively~~, in accrued liabilities~~.

The decrease in accrued liabilities ~~balance~~during atthe three ~~September~~months 30ended March 31, ~~2025~~2026 ~~consists~~reflects the settlement, adjustment, and reclassification of ~~the~~accrued ~~following:~~obligations recorded in prior periods. As of March 31, 2026, substantially all accrued liabilities had been satisfied, resulting in an immaterial net debit balance.

~~$105,000~~The Company also maintains a liability related to certain historical cash receipts associated with cigar sales recorded during the year ended December 31, 2021. Because the Company was unable to ~~common~~substantiate ~~shares~~revenue ~~issuable~~recognition ~~under~~for these receipts in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, the amounts were recorded as a liability rather than recognized as revenue. This liability ~~services~~will ~~agreement~~remain on the Company's balance sheet until management determines that the obligation has been resolved or the applicable statute of limitations has expired.

$33,486, recorded in both periods, represents cash received from cigar sales during the year ended December 31, 2021. The Company was unable to substantiate revenue recognition in accordance with ASC 606 for these receipts; therefore, this amount remains recorded as a liability and will continue to be classified as such until the statute of limitations expires in 2027.

NOTE 5 – RELATED PARTY TRANSACTIONS

On September 18, 2021, the Company entered into a a $30,000 Promissory Note Agreement at 24% interest with Coral Investment Partners (“CIP”). CIP’s managing director is Erik Nelson, who was formerly the CEO of the Company. On June 30, 2022, CIP increased its Promissory Note to $50,000 by funding another $20,000 loan to the Company. Subsequently, CIP made an additional loan of $40,000 on September 15, 2022, to bring the total loan balance to $90,000 plus $21,674 in accrued interest. During the fiscal year ended December 31, 2023, CIP made additional loan amounts of $5,000 on February 15, 2023, $22,000 on March 29, 2023, $11,000 on June 30, 2023, $10,000 on May 10, 2023, $4,000 on June 29, 2023, $10,000 on on July 5, 2023, $15,000 on August 21, 2023 and $15,000 on November 6, 2023.

On December 14, 2023, the Company and CIP agreed to to convert $50,000 of indebtedness under the Promissory Note into 1,000,000 shares of the Company’s common stock at $0.05 per share. Also, after December 14, 2023, the interest rate was reduced to 12% for the period from December 14, 2023, through December 31, 2023. Effective January 1, 2024, the interest rate became 10%.

The conversion of debt into stock reduced the balance owed on the Promissory Note to $182,000 of principal and $11,098 of interest as of December 31, 2023.

AsDuring ofthe ~~September~~three ~~30,~~months ~~2025~~ended March 31, 2026, the ~~balance~~Company entered into additional financing arrangements that increased outstanding notes payable by approximately $451,964. onIn addition, the ~~promissory~~Company ~~note~~settled certain outstanding debt obligations through the transfer of investment securities and the issuance of common stock, resulting in a reduction of both principal and accrued interest balances. As a result of these transactions, notes payable from related party decreased from $315,000 at December 31, 2025 to Nil at March 31, 2026 and accrued interest from related ~~parties~~party ~~was~~decreased from $~~255~~22,~~639~~753 at December 31, 2025 to Nil at March 31, 2026. As of December 31, 2025, the Company had notes payable of $315,000 and accrued interest ~~totaled~~of $6722,~~097~~853 from related party.

~~Additionally,~~Interest ~~CIP~~expense ~~entered~~of ~~into a new note with the Company and advanced~~ $4353,~~820~~702 was recognized during the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 ~~bearing~~in ~~interest~~accordance atwith athe ~~rate~~terms of ~~18%.~~the AsCompany's offinancing ~~September~~agreements. ~~30,~~The ~~2025,~~Company ~~accrued~~continues ~~interest~~to ~~related~~rely toon ~~this~~a ~~note~~combination ~~was~~of ~~included~~debt ~~within~~financing, ~~the~~equity ~~total~~issuances, ~~accrued~~and ~~interest~~strategic ~~balance~~financing ~~noted~~arrangements ~~above~~to support its operations and growth initiatives.

~~On September 20, 2024, Lisa Lozinski (“the Lender”), the spouse of a Company director, made a $50,000 loan to the Company. The terms of the loan were as follows:~~14

·On ~~Maturity~~September ~~date: March~~ 20, ~~2025 · 18% interest~~2024, ~~paid~~Lisa ~~monthly · 50~~Lozinski,~~000~~ ~~restricted~~the ~~common~~spouse of ~~shares~~a ~~were~~Company ~~paid~~director, asloaned ~~consideration to~~ the ~~Lender.~~Company ~~These shares were valued at~~ $0.50,000 pursuant ~~which~~to isa ~~equivalent~~promissory tonote ~~the~~bearing ~~price~~interest ~~the~~at ~~Company~~18% per isannum. ~~receiving~~The ~~for~~note ~~its~~required ~~common~~monthly ~~shares~~interest inpayments ~~its~~and ~~current~~included certain equity-related ~~offering~~provisions. ~~The~~During ~~consideration~~the ~~was~~three ~~valued~~months atended March ~~$25~~31,~~000~~ 2026, ~~which~~the isCompany ~~being~~continued ~~expensed~~to ~~prorata~~make ~~over~~required ~~the~~interest ~~six-month~~payments ~~term~~under of the ~~Note~~agreement. ·As ~~The~~of 50March 31,~~000~~ ~~restricted~~2026, ~~common~~no amounts ~~shares~~were ~~received~~classified ~~piggyback~~as ~~registration~~notes ~~rights~~payable to berelated ~~included~~parties inon the Company’'s ~~next~~balance ~~registration statement filed with the SEC~~sheet.

11During the three months ended March 31, 2026, Jeffrey Lozinski, an officer of the Company, continued to provide operational support to the Company. As of March 31, 2026, the Company had no balance recorded as notes payable to related parties.

~~The~~As ~~Company~~of ~~failed~~March to31, ~~pay~~2026 ~~the principal~~ and ~~accrued~~December ~~interest~~31, ~~in full by the maturity date. As a result~~2025, the Company ~~issued~~had ~~the~~500 shares ~~Lender~~of asSeries aA ~~penalty~~Convertible ~~payment~~Preferred ofStock ~~100,000~~issued ~~restricted~~and ~~common shares~~outstanding.

As of ~~September~~March 3031, 2026 and December 31, 2025, the Company had 4,917 ~~related-party~~and ~~notes payable totaling $255~~11,~~639,~~917 shares ~~compared~~of toSeries ~~$199,137~~B asPreferred ofStock ~~December~~issued 31and outstanding, ~~2024~~respectively. ~~Accrued~~The ~~interest~~decrease ~~associated~~in ~~with~~Series ~~these notes~~B ~~totaled~~Preferred ~~$67,097~~Stock atduring ~~September~~the ~~30,~~three ~~2025,~~months ended ~~compared~~March ~~to $9~~31,~~089~~ at2026 ~~December~~resulted ~~31,~~from ~~2024.~~the ~~The~~conversion ~~notes~~of ~~are~~7,000 shares ~~unsecured~~of ~~and~~Series ~~payable~~B onPreferred ~~demand. The~~Stock ~~proceeds~~into ~~received~~2,600,000 shares ~~under~~of ~~these~~the ~~financing~~Company's ~~arrangements~~common ~~were~~stock ~~used~~in ~~primarily~~accordance towith ~~fund~~the ~~operating~~terms ~~expenses~~of ~~and~~the ~~general~~Series ~~working~~B ~~capital needs~~Preferred Stock.

During the nine months ended September 30, 2025, Jeff Lozinski, an officer of the Company, advanced funds on an interest-free basis to support operations. These advances are unsecured, carry no stated maturity date, and remain outstanding at September 30, 2025. Additional related-party borrowings during the period were made under promissory note agreements bearing interest at 18% per annum, and the Company may continue to draw upon related parties as a source of liquidity if available. There can be no assurance that such financing will continue on similar terms, or at all.

During the year ended December 31, 2024, the Company issued 20,950 shares of Series A Convertible Preferred Stock in exchange for 20,950,000 shares of common stock to four individuals who are officers and/or directors of the Company and one investor. In addition, 150 shares of Series A Preferred Stock were issued to an investor as a financing fee. These transactions were approved by the Board of Directors and accounted for as equity exchanges.

Management believes that continued access to related-party financing is critical to ongoing operations; however, such financing is not guaranteed and raises uncertainty regarding future liquidity. The Company may be required to seek additional external capital, and failure to obtain such funding could materially affect operations and financial condition.

NOTE 6 – EQUITY

The Company is authorized to issue 200,000,000 ~~shares~~ shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. ~~As of September 30, 2025 and December 31, 2024, there were 51,439,000 and 16,329,000 shares of common stock outstanding, respectively.~~

As of March 31, 2026, the Company had 57,145,926 shares of common stock issued and outstanding, compared to 52,789,000 shares outstanding as of December 31, 2025.

During the three months ended March 31, 2026, the Company issued an aggregate of 4,356,926 shares of common stock. The issuances were primarily related to capital raising activities, debt conversions, financing fees, and other corporate purposes. All shares were issued pursuant to applicable exemptions from registration under the Securities Act of 1933, as amended.

Issuance of Common Stock

On December 14, 2023, the Board of Directors ~~approved~~ approved an offering of up to 10,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. ~~Before~~Prior to the year-end, the Company issued 1,000,000 shares in an offering for an investment of $50,000. During the six months ended June 30, the Company completed the private placement by issuing 9,000,000 shares at $0.05 per share, which generated $450,000 in proceeds.

On March 19, 2024, the Board of Directors approved an offering of up to 6,000,000 shares of common stock in a private offering to accredited investors for $0.05 per share. During the three months ended June 30, 2024, the Company issued 4,104,000 shares in the offering and raised $205,200 in proceeds. The offering of 6,000,000 shares continued until July 14, 2024. During the period from July 1, 2024, through July 14, 2024, the Company sold 197,000 common shares in the offering and raised $9,850 in proceeds.

During the six months ended June 30, 2024, the Company also issued 40,000 shares for services rendered valued at $2,000.

~~On July~~ 15~~, 2024, the Company commenced a new offering of 2,000,000 shares for $0.50 per share.~~

12On July 15, 2024, the Company commenced a new offering of 2,000,000 shares at a price of $0.50 per share. During the period from July 15, 2024, to March 31, 2025, the Company sold 242,000 common shares in the offering and raised $121,000 in proceeds.

During the three months ended March 31, 2025, ~~Preferred~~ holders of Series A and ~~Preferred~~Series B ~~shareholders~~Preferred Stock converted all ofoutstanding ~~the~~ preferred shares into an aggregate of 26,600,000 shares of the Company's common stock. ~~Additionally~~In addition, one shareholder ~~converted~~ exchanged 500,000 shares of common stock ~~into~~for 500 shares of ~~Preferred~~Series A ~~stock~~Preferred Stock. ~~Also,~~During ~~during~~ the ~~three~~same ~~months ended March 31~~period, ~~2025,~~ the Company issued 2,125,000 shares of common stock to two investor relations firms for services rendered.

~~During~~As ~~the~~of ~~three~~March ~~months ended June 30~~31, ~~2025~~2026, the Company had 500 ~~issued~~shares ~~3,200,000~~of ~~common~~Series ~~shares~~A ~~for~~Preferred ~~service,~~Stock ~~425,000~~outstanding ~~common~~and 4,917 shares ~~issued~~of inSeries ~~error~~B ~~which~~Preferred ~~will~~Stock beoutstanding. ~~returned~~As toof ~~the~~March ~~Company~~31, ~~400~~2026,~~000~~ ~~shares for~~the ~~financing~~Company ~~fees~~had ~~due~~57,145,926 shares ~~to non-payment~~ of ~~loans~~common bystock ~~the~~issued ~~maturity date~~ and ~~250~~outstanding,~~000~~ ~~common~~compared ~~shares~~to ~~were sold in a private placement for $0.20 per share yielding $50~~52,789,000 shares inoutstanding ~~proceeds~~as toof ~~the~~December ~~Company~~31, 2025.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~the~~ the Company issued shares of common stock ~~through~~in ~~service-based~~connection ~~compensation~~with ~~agreements~~the ~~and~~conversion ~~financing-related~~of ~~equity~~Series ~~transactions~~B Preferred Stock, ~~resulting~~the insettlement aof ~~significant~~interest obligations, ~~increase~~compensation infor ~~shares~~services, ~~outstanding~~financing fees, and other corporate financing activities. ~~These~~The ~~issuances~~Company ~~were~~also ~~made~~issued tocommon ~~support~~stock ~~operating~~in ~~needs,~~connection with ~~compensate~~previously ~~service~~approved ~~providers,~~financing and ~~secure~~capital ~~funding~~formation transactions.

~~During~~The decrease in Series B Preferred Stock during the quarter resulted from the conversion of 7,000 shares of Series B Preferred Stock into 2,600,000 shares of common stock in accordance with the terms of the Company's Certificate of Designation. These transactions, together with other equity issuances completed during the period, increased the Company's issued: and outstanding common shares to 57,145,926 as of March 31, 2026.

·Conversions ~~3,200,000~~completed ~~shares~~in ~~for~~prior ~~services,~~periods ~~valued~~remain reflected atin ~~$880~~the Company's capital structure and stockholders' equity accounts as of March 31,~~499~~ 2026.

· 2,000,000 additional shares for services, valued at $227,500

· 425,000 shares issued in error, to be recovered, recorded at $102,750

· 400,000 shares issued for financing fees, valued at $90,001

· 250,000 shares issued for cash, generating $50,000 in proceeds

As a result of these issuances and other equity activity, the number of common shares outstanding increased to 51,439,000 shares as of September 30, 2025, compared to 16,329,000 shares at December 31, 2024.

The Company expects that future equity issuances may continue to be a source of liquidity; however, there is no assurance that such financing will remain available on similar terms, or at all.

Issuance of Preferred A Stock

In February 2023, the Board of Directors approved the issuance of one series of preferred stock, the Series A Convertible Preferred Stock (the “Series A Preferred”), for 100,000,000 shares, of which 19,250 shares were issued on May 31, 2024, in exchange for 19,250,000 shares of common stock. During the three months ended September 30, 2024, the Company issued 150 shares of Series A Preferred as a financing fee. On November 18, 2024, 1,700,000 common shares were converted to 1,700 Series A Preferred. As of December 31, 2024, there were 21,100 shares of Series A Preferred outstanding.

During the ~~six~~three months ended ~~June~~March 3031, 2025, the 21,100 shares of ~~Preferred~~Series A Preferred Stock then outstanding were converted into 21,100,000 shares of the Company's common stock. ~~Additionally~~In addition, 500,000 shares of common stock were ~~converted~~exchanged ~~into~~for ~~Preferred~~500 shares of Series A ~~stock~~Preferred Stock. As a result, as500 shares of ~~June~~Series ~~30,~~A ~~2025,~~Preferred ~~there~~Stock were ~~500~~outstanding ~~shares~~as of ~~Preferred~~March A31, ~~stock outstanding~~2025.

AsNo additional conversions of ~~September~~Series ~~30,~~A ~~2025,~~Preferred Stock occurred during the ~~number~~three ofmonths ~~Preferred A~~ended ~~shares~~March ~~outstanding~~31, ~~remained~~2026. ~~unchanged~~Accordingly, atas ~~500~~of ~~shares~~March 31, ~~with~~2026 noand ~~additional~~December ~~conversions~~31, or2025, ~~issuances~~the ~~recorded~~Company ~~during~~had 500 shares ~~the~~of ~~subsequent~~Series ~~quarter~~A Preferred Stock issued and outstanding.

1316

The Series A Preferred has the following rights:

Dividends: Each share of Series A Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series A Preferred were converted into shares of common stock immediately ~~before~~prior to the record date of the dividend declared on the common stock.

Liquidation Preference: The Series A Preferred Stock is entitled to receive, ~~before~~prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, ~~including~~ including the common stock.

Voting Rights: Each holder of Series A Preferred Stock shall vote with holders of the common stock upon any matter submitted to a vote of shareholders, in which event it shall have the number of votes equal to the number of shares of common stock into which such share of Series A Preferred Stock would be convertible on the record date for the vote or consent of shareholders.

Voluntary Conversion Rights: Each share of Series A Preferred Stock is convertible into 1,000 shares of common stock.

Mandatory Conversion Rights: The Company ~~may~~ may convert all outstanding shares of Series A Preferred Stock into common stock, at the same ratio as the voluntary conversion rights ~~held~~ held by the holders, at any time that there are ~~fewer~~less than 200,000 shares of Series A Preferred Stock outstanding.

Rank: The Series A Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series A Preferred Stock.

Issuance of Preferred B Stock

On July 13, 2024, the Board of Directors approved the issuance of a second series of preferred stock, the Series B Convertible Preferred Stock (the “Series B Preferred”), ~~for~~ for 10,000,000 shares. During the three months ended March 31, 2025, the Company issued 4,000 shares of Series B Preferred for cash consideration of $200,000, and 1,500 shares of Series B Preferred for consulting services valued at $750,000. As of December 31, 2024, there were 5,500 shares of Series B Preferred outstanding.

During the three months ended March 31, 2025, ~~the~~ the 5,500 shares of ~~Preferred~~Series B Preferred Stock then outstanding were converted into 5,500,000 shares of the Company's common stock. As a result, no shares of ~~June~~Series ~~30,~~B ~~2025,~~Preferred ~~there~~Stock were ~~-0-~~outstanding ~~shares~~ as of ~~Preferred~~March B31, ~~stock outstanding~~2025.

~~During~~Subsequent ~~the~~to ~~three~~those ~~months ended September 30~~conversions, ~~2025,~~ the Company issued ~~2,000~~additional shares of ~~Preferred~~Series B ~~stock,~~Preferred ~~increasing~~Stock. ~~the~~As ~~total number~~ of ~~Preferred~~March ~~B shares outstanding from 0 at June 30~~31, ~~2025~~ to2026 ~~2,000~~and atDecember ~~September 30~~31, 2025., Nothe ~~conversions~~Company orhad ~~redemptions~~4,917 and 11,917 shares of ~~Preferred~~Series B ~~shares~~Preferred ~~occurred~~Stock ~~during~~issued ~~the~~and ~~quarter~~outstanding, respectively.

The Series B Preferred has the following rights:

Dividends: Each share of Series B Preferred is entitled to receive non-cumulative dividends equal to the amount of dividends that the holder of such share would have received if such share of Series B Preferred were converted into shares of common stock immediately ~~before~~prior to the record date of the dividend declared on the common stock.

Liquidation Preference: The Series B Preferred Stock is entitled to receive, ~~before~~prior to any distribution to any junior class of securities, an amount equal to $0.01 per share, plus any accrued but unpaid dividends, as a liquidation preference before any distribution may be made to the holders of any junior security, ~~including~~ including the common stock.

14Voting Rights: The Series B Preferred Stock does not have the right to vote on any matter submitted to a vote of shareholders, but is entitled to notice of any shareholder meeting or any action proposed to be taken by shareholders in lieu of a meeting.

Voting Rights: The Series B Preferred Stock does not have the right to vote on any matter submitted to a vote of shareholders, but is entitled to notice of any shareholder meeting or any action proposed to be taken by shareholders instead of a meeting.

Voluntary Conversion Rights: Each share of Series B Preferred is convertible into 1,000 shares of common stock, provided that no holder of Series B Preferred may convert its shares into common stock to the extent the holder would be the beneficial owner of more than 4.99% of the Company’s common stock immediately after the conversion, and further provided that the holder has the right to waive this limitation on at least 61 days prior notice to the Company.

Mandatory Conversion Rights: The Company ~~may~~ may convert all outstanding shares of Series B Preferred Stock into common stock, at the same ratio as the voluntary conversion rights ~~held~~ held by the holders, at any time that there are ~~fewer~~less than 200,000 shares of Series B Preferred Stock outstanding.

Rank: The Series B Preferred ranks senior to the common stock and any other class or series of preferred stock that may be authorized and which is designated as junior to the Series B Preferred. The Series B Preferred ranks junior to the Series A Preferred.

On July 24, 2024, the Company changed its Articles of Incorporation and filed a Certificate of Designation to create 10,000,000 shares of Series B Convertible Preferred Stock. The Series B preferred shares are junior to Series B Preferred Stock and have the same rights as Series A Preferred, with one exception. Series B preferred holders cannot hold ~~more~~in ~~than~~excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to ~~the~~ the conversion.

Warrants

The Company has outstanding 500,000 Class A Warrants and 500,000 Class B Warrants. The Class A Warrants are exercisable at $1.00 per share until June 20, 2026, and the Class B Warrants are exercisable at $2.50 per share until June 20, 2026. The Class A and B Warrants are exercisable at any time by the holder on a cash or cashless basis, provided that the holder may not exercise the warrants if the holder would own more than 4.99% of the Company immediately following the exercise, provided that the holder has the right to increase such percentage to no more than 9.99% upon at least 61 days prior written notice to the Company.

Reverse Stock Split

On June 5, 2023, the Company effected a 1 for 50,000 reverse split immediately followed by a 500 to 1 forward split. The net impact was a reverse split of 1 for 100. At that time, the ~~split~~ split was declared the Company had 140,790,867 shares outstanding. Post split, there were 3,046,000 shares outstanding. As a result of ~~FINRA~~ FINRA policies regarding beneficial ownership of odd lot holders, the Company issued approximately 1,000,000 ~~shares~~ in excess of the amounts anticipated by the split. This split has been retroactively applied in the financial statement to all prior periods, and all reference to share counts in this report reflect post-split amounts unless specifically stated otherwise.

NOTE 7 – NOTES PAYABLE

As of ~~September~~March 3031, ~~2025~~2026, the Company had anotes ~~total~~payable oftotaling $~~252~~602,~~844~~564, inbearing ~~short-term~~interest ~~notes~~rates ~~payable~~ranging from 8% to ~~multiple~~20%, ~~noteholders~~net of a discount of $35,936, along with accrued interest ~~rates~~of ~~ranging~~$12,623. During ~~from~~the ~~10%~~three-month toperiod ~~36%.~~ended AMarch ~~portion~~31, of2026, ~~these~~the Company secured additional financing, increasing its outstanding notes payable ~~are~~by ~~past~~approximately ~~due~~$451,964. The Company also settled certain debt obligations by transferring investment securities and ~~continue~~issuing tocommon stock, ~~accrue~~which reduced both the principal and accrued interest balances. Accrued interest rose from $7,322 at December 31, 2025 to $12,623 as of March 31, 2026.

15As of March 31, 2025, the Company had a total of $295,138 in short-term notes payable to ten different noteholders at interest rates varying from 10% to 36%. Approximately, $110,000 of these notes were past due and continue to accrue interest.

NOTE 8 – LEASES

During 2024, the Company entered into a non-cancellable four- year lease for which it recorded a right-of-use asset and liability based on the present value of the lease payments in the amount of $82,897 using a term of 47 months and a discount rate of 12.00%.

The weighted average ~~remaining~~ remaining lease term is 3524 months and the weighted average discount rate is 12%. Operating lease expense for the ~~nine~~three months ended ~~September 30,~~March ~~2025~~31, 2026 was approximately $206,~~040~~680.

AsTotal ~~of September 30, 2025, the Company had total operating~~ lease ~~liabilities of $56,661, consisting of $20,930 classified as current and $35,731 classified as long-term, compared to $70,302 at~~payments ~~December~~under ~~31,~~our ~~2024. The decrease during the period reflects ongoing lease payments and the scheduled amortization of the right~~non-~~of-use~~cancellable ~~asset. No new operating~~ leases ~~were~~as ~~entered~~of ~~into~~March ~~during the three or nine months ended September 30~~31, ~~2025,~~2026 ~~and no leases~~ were ~~terminated~~as ~~or modified.~~follows:

Future minimum lease payments under the Company’s existing non-cancellable operating lease agreement are expected to be paid within the normal lease term. Lease expense is recognized on a straight-line basis over the lease period.

Schedule of lease payments
Year 2026 Rem	$	20,066
Year 2027		27,496
Year 2028		7,050
Total		54,612
Imputed interest		8,071
Lease liability	$	46,541

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company ~~evaluated~~has performed an evaluation of subsequent events ~~occurring~~from ~~after~~March ~~September 30~~31, ~~2025~~2026 through ~~December~~June 424, ~~2025~~2026, the date ~~on which~~ the financial statements were issued. Based on ~~this~~the evaluation, the Company did not identify ~~any~~and subsequent events ~~requiring adjustment~~that ~~to,~~would have required adjustment or disclosure in, the ~~accompanying~~ financial statements.

1619

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

Plan of Operation

From January 1, 2023, to December 14, 2023, the Company had no operations or revenues from a continuing business other than the general and administrative expenditures related to running the Company.

On December 14, 2023, our Board of Directors approved the appointment of Edward Honour, Jeffrey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors of the Company, and appointed Edward Honour as Chairman (the “New Directors”). Erik Nelson remained a director of the Company. At the same time, the Board of Directors approved the issuance of 21,600,000 shares of common stock in the Company’s offering at $0.001 per share, of which 19,950,000 were acquired by the New Directors and the remainder were acquired by new employees. In addition, the Board of Directors also approved a private offering of 10,000,000 shares of common stock at $0.05 per share, and the spouse of a New Director purchased the initial 1,000,000 shares in such an offering. As a result of both transactions, the New Directors and their affiliates acquired an aggregate of 20,950,000 Shares of common stock in the Company, which is control of a majority of the issued and outstanding common shares of the Company at the time.

On December 14, 2023, the Board of Directors approved a resolution to enter the business of artificial intelligence hosting, research & development, and consulting (collectively, “AI”), and since has entered into ~~several~~a number of contracts and raised a material amount of capital from the private placement of its common stock to to capitalize the business. As a result, the Company believes it no longer qualifies as a shell company.

In December 2023, following the change to the composition of our Board of Directors on December 14, 2023, we began implementing our business plan. We generated our first consulting revenue in the three months ended March 31, 2024.

WeThe ~~have~~Company's ~~identified~~artificial ~~five~~intelligence ~~basic~~business is ~~segments~~focused ofon ~~our~~ AI-enabled ~~business: technical~~software consulting;, ~~GPU~~custom ~~infrastructure~~software ~~and~~development, ~~rental~~AI ~~(Kinetic~~implementation ~~Cloud);~~services, ~~open source software~~ and ~~libraries;~~the ~~software~~development ~~and~~of ~~platform as a service~~proprietary ~~(SaaS/PaaS);~~AI-powered ~~and education and training~~solutions. WeRather ~~are~~than ~~focusing~~concentrating ~~our initial efforts~~ on ~~our~~infrastructure ~~education~~ and ~~training~~educational ~~segment~~services, ~~which~~the isCompany ~~targeted toward~~currently ~~educating~~focuses ~~and~~on ~~training~~helping ~~existing non-AI~~ businesses ~~in how they incorporate AI technology to optimize the performance of their existing~~ ~~business.~~identify, ~~We believe that developing a respected education and training business will create a natural sales channel for our other segments~~plan, ~~such~~ ~~as consulting~~ and ~~GPU~~implement ~~hosting~~software and ~~rental.~~artificial ~~Secondarily,~~intelligence weinitiatives ~~are~~that ~~marketing~~improve ~~our~~operational ~~consulting~~efficiency and ~~implementation~~create ~~services~~new ~~to the growing body of AI startups that may lack the in-house expertise to implement their AI~~ business opportunities.

The Company secures clients through its proprietary Skilliks™ platform, which is designed to evaluate a client's software development and technology requirements and create comprehensive development strategies. Skilliks™ utilizes artificial intelligence to identify opportunities for automation, workflow optimization, software modernization, and the incorporation of AI-powered features that can enhance business operations and customer engagement.

The Company's consulting and development services assist organizations in designing, developing, and deploying custom software applications and AI-enabled solutions. Through these engagements, the Company helps clients integrate emerging AI technologies into existing business processes while developing long-term technology roadmaps aligned with each client's strategic objectives.

In addition to its consulting activities, the Company is developing comprehensive AI-powered voice-agent solutions for the hospitality industry. These solutions are intended to automate customer interactions, streamline operations, and improve customer experiences for hospitality and food service businesses.

The Company is also pursuing software development and artificial intelligence opportunities through its strategic relationship with Sagtec Global Limited. Pursuant to this relationship, the Company is collaborating on the development of software and AI solutions for deployment throughout Southeast Asia. Sagtec currently serves more than 13,000 food and beverage locations through its point-of-sale technology platform and has secured a five-year license to develop software and AI projects within the region. The Company believes this relationship provides a significant opportunity to expand the adoption of its AI-enabled solutions across a large and established customer base.

Results of Operations

Comparison of Results of Operations for the Three Months Ended ~~September~~ 30March 31, ~~2025~~2026 and ~~2024~~2025.

Revenues ~~and Cost of sales consulting labor~~

During the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, wethe Company generated consulting revenue of $9125,~~537~~895 and $6467,~~966~~871, respectively~~, in consulting revenue~~. ~~The~~In ~~increase~~addition, ~~in revenue~~ during the ~~2025~~three ~~period~~months ~~reflects~~ended ~~execution~~March of31, AI2026, ~~consulting engagements following~~ the ~~strategic~~Company ~~repositioning~~recognized ofproduct ~~our~~sales ~~service~~revenue ~~model and the proportional share~~ of ~~the license agreement for Skilliks valued at~~ $2519,~~000,000~~750 ~~over~~related ato 5the ~~year~~satisfaction ~~term.~~of ~~While~~performance weobligations ~~anticipate~~associated ~~continued revenue generation from these client engagements,~~with ~~there~~previously ~~can~~deferred becustomer nocontracts. ~~assurance~~Total ~~that future~~ revenue ~~levels~~for ~~will~~the bethree ~~consistent~~months orended ~~that~~March ~~growth~~31, ~~will~~2026 ~~occur.~~and As2025 wewas ~~remain~~$545,645 inand ~~early-stage operational development~~$67,871, ~~revenue may fluctuate materially from period to period~~respectively.

During the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the cost of consulting labor incurred to generate consulting revenue was $0 and $5257,~~490~~162, respectively. The ~~additional~~Company did not record any direct costs of product sales during the ~~license~~three ~~agreement~~months ~~will~~ended beMarch ~~realized~~31, as2026. ~~further~~ Software development isexpenditures ~~allocated~~are toincluded ~~the~~within Selling, ~~long-term~~General ~~project.~~and ~~During~~Administrative expenses because the ~~three~~underlying ~~months~~software, ~~ended~~artificial ~~September~~intelligence 30models, ~~2024~~code base, ~~the~~and ~~Company~~technology infrastructure ~~recognized~~are ~~consulting~~developed for use across multiple current and prospective customer engagements and future commercialization opportunities. ~~revenue~~Management ~~relating~~does not allocate these costs to ~~services~~specific ~~that~~customer ~~were~~contracts ~~performed~~or ~~and~~product ~~invoiced~~sales ~~under~~because ~~net-30~~the ~~terms.~~technologies ~~The~~developed ~~related~~are ~~consulting~~utilized across ~~labor~~numerous ~~was~~current ~~incurred~~and future projects and ~~expensed during~~may ~~the~~support ~~prior~~multiple ~~quarter~~revenue-generating ~~ended~~activities. ~~June~~As ~~30,~~a ~~2025~~result, ~~resulting~~gross inprofit ~~zero~~for ~~cost~~the three ofmonths ~~sales~~ended ~~associated~~March ~~with~~31, ~~this~~2026 ~~revenue~~was in$545,645, compared to $10,709 for the ~~current~~three ~~quarter~~months ended March 31, 2025.

Operating Expenses

During the three months ended ~~September~~March 3031, ~~2025~~2026, wethe Company incurred ~~$249,831 in~~ operating expenses, asof $363,246, compared to $1204,~~055,870~~352 during the ~~same~~three ~~period~~months inended ~~2024~~March 31, 2025. The ~~2024~~increase in operating expenses ~~were materially~~was ~~higher~~primarily ~~due~~attributable to higher professional fees ~~and start-up related activities~~, ~~including~~ consulting ~~and~~expenses, ~~legal~~public ~~costs~~company ~~associated~~compliance ~~with business formation and market entry. In future periods~~costs, ~~operating expenses~~commissions, investor ~~including~~relations ~~sales~~activities, ~~general~~ and other administrative expenses, ~~payroll~~associated ~~and~~with ~~benefits, and~~the ~~professional~~Company's ~~fees,~~growth ~~may increase as we expand operations~~initiatives, ~~hire~~financing ~~personnel~~activities, and ~~grow~~expansion ~~our~~of ~~service delivery capacity~~operations.

Selling, general and administrative expenses increased to $210,813 during the three months ended March 31, 2026, compared to $82,490 during the comparable prior-year period. Professional fees increased to $133,027 from $5,422, reflecting increased legal, accounting, consulting, transfer agent, SEC reporting, and other public company compliance costs. Payroll and benefits were $19,405 for the three months ended March 31, 2026, compared to $116,440 for the three months ended March 31, 2025.

The Company includes all software development expenditures within Selling, General and Administrative expenses. Management believes these costs are not directly attributable to any specific customer contract, product sale, or revenue stream because the Company's software platforms, artificial intelligence models, code libraries, applications, and related technology infrastructure are developed for use across multiple current and prospective customer engagements and future commercialization opportunities. Accordingly, no software development costs are classified as direct costs of revenue.

The Company expects operating expenses, including selling, general and administrative expenses, software development expenditures, professional fees, payroll and benefits, investor relations costs, public company compliance expenses, and other administrative expenses, to remain significant as the Company continues to expand its operations, pursue strategic growth opportunities, develop proprietary technology, and satisfy its reporting obligations as a public company. The Company may also incur additional expenses related to financing activities, business development initiatives, strategic partnerships, and the hiring of additional personnel as operations expand.

Other (Expense)

During the three months ended ~~September~~March 3031, ~~2025~~2026, we ~~incurred~~the ~~$47,817~~Company inrecorded total other ~~expenses~~expense of $1,558,007, compared to $1030,~~125~~247 during the three months ended ~~September~~March 3031, ~~2024~~2025. InOther ~~both~~income ~~periods,~~(expense) ~~other~~during ~~expense~~the 2026 period consisted ~~solely~~primarily of ~~interest~~a ~~expense~~loss on ~~outstanding~~debt ~~loans.~~extinguishment ~~The~~of ~~increase~~$1,602,602, inpartially ~~2025~~offset isby ~~attributable~~investment toincome ~~a higher balance~~ of ~~notes~~$98,296, ~~payable~~ and ~~related~~ interest ~~accruals~~expense of $53,702.

The increase in other expense during the three months ended March 31, 2026 was primarily attributable to transactions involving the settlement and restructuring of outstanding indebtedness, which resulted in a significant non-cash loss on debt extinguishment. These charges were partially offset by investment income earned during the period. The Company also continued to incur interest expense on its outstanding borrowings.

Management believes that a substantial portion of the increase in other expense for the three months ended March 31, 2026 was attributable to non-cash debt extinguishment and financing-related transactions that are not representative of the Company's recurring operating activities.

Net (Loss)

As a result of the foregoing, during the three ~~months~~ months ended ~~September~~March 3031, ~~2025~~2026, wethe Company incurred a net loss of $(~~206~~1,~~111~~375,608), or <$(0.0103) per basic and diluted share, compared to a net loss of $(1223,~~053,518~~891), or $(0.0601) per basic and diluted share ~~for~~during the three months ended ~~September~~March 3031, ~~2024~~2025.

~~Comparison~~The ofincrease ~~Results~~in ofnet ~~Operations~~loss ~~for~~during the three months ~~Nine~~ended ~~Months~~March ~~Ended~~31, ~~September~~2026 30was primarily attributable to a non-cash loss on debt extinguishment of $1,602,602, ~~2025~~increased operating expenses associated with the Company's growth initiatives, public company compliance activities, professional fees, and ~~2024~~administrative expenses. These increases were partially offset by higher revenues recognized during the period, including product sales revenue recognized from the satisfaction of performance obligations associated with previously deferred customer contracts, as well as investment income of $98,296 recognized during the period.

Revenues and Cost of sales consulting labor

During the nine months ended September 30, 2025 and 2024, we generated $159,408 and $137,291 in consulting revenue, respectively. The increase year-over-year reflects a ramp-up in commercial activity following the refinement of our AI consulting service model. However, because we are still in early operational stages, revenue levels may vary significantly in future periods and there is no assurance that revenue growth will continue.

During the nine months ended September 30, 2025 and 2024, the cost of consulting labor was $70,139 and $106,749, respectively.

Operating Expenses

During the nine months ended September 30, 2025, we incurred $1,419,228 in operating expenses, compared to $1,711,583 for the same period in 2024, The 2024 operating expenses were higher due to professional fees and start-up related activities.

We expect operating expenses including compensation, professional services, and administrative overhead to continue to increase in future reporting periods as the Company expands its operational footprint, executes strategic growth initiatives, and scales personnel resources.

Other (Expense)

During the nine months ended September 30, 2025, we incurred $118,821 in other expenses, compared to $29,397 for the same period in 2024. In both periods, other expense consisted entirely of interest expense. The increase year-over-year is attributable to higher outstanding note balances and the continued accrual of interest during 2025.

Net Loss

As a result of the foregoing, we recorded a net loss of $(1,448,780) for the nine months ended September 30, 2025, compared to a net loss of $(1,710,438) for the nine months ended September 30, 2024. Basic and diluted loss per share was $(0.03) and $(0.07) respectively.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2025~~2026, the Company ~~reported~~had no cash ~~on hand and a cash overdraft~~ of $~~(864)~~205,667.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company ~~recorded~~ incurred a net loss of $(1,~~448~~375,~~780~~608).

Cash flows used in operating activities were $(~~338~~254,~~129~~064) for the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026. ~~compared~~Cash used in operating activities was primarily attributable to ~~$(853~~expenditures associated with operating activities,~~954)~~ ~~for~~software ~~the~~development, ~~nine~~professional ~~months~~fees, ~~ended~~public ~~September~~company 30compliance costs, ~~2024~~financing-related expenses, and changes in working capital accounts. ~~The~~Although ~~reduced~~the ~~operating~~Company recognized revenue of $545,645 during the period, including $519,750 recognized from ~~cash~~the ~~burn~~satisfaction inof ~~2025~~performance ~~was~~obligations ~~primarily~~associated ~~driven~~with previously deferred customer contracts, operating cash flows were impacted by ~~changes~~ongoing inbusiness ~~working~~operations, ~~capital~~technology development, and corporate infrastructure costs. Operating cash flows were partially offset by non-cash items, including ~~increases~~a in$1,602,602 ~~accounts~~loss ~~payable~~on debt extinguishment, ~~accrued~~depreciation, ~~interest~~amortization of right-of-use assets, ~~accrued~~stock-based ~~liabilities~~compensation, and ~~stock~~other ~~issued~~non-cash adjustments reflected in ~~lieu~~the reconciliation of net loss to net cash ~~compensation~~used in operating activities.

Cash flows used in investing activities were $0 for the nine months ended September 30, 2025, compared to $(100,178) during the nine months ended September 30, 2024, which consisted solely of equipment purchases in the prior year.22

Cash flows ~~provided~~used byin ~~financing~~investing activities ~~totaled~~ were $~~333,182~~0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 ~~compared~~and to $~~950,169~~0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024. The reduction reflects lower stock issuance proceeds and decreased borrowing levels during the~~ 2025 ~~period~~.

~~Management~~Cash ~~intends~~flows toprovided ~~fund~~by ~~operations~~financing ~~through~~activities ~~external~~were primarily attributable to proceeds received from financing, ~~including~~arrangements ~~potential~~and ~~future~~equity issuances ofduring ~~equity~~the ~~and/or~~three ~~debt~~months ~~securities~~ended March 31, 2026. ~~Working~~During ~~capital~~the ~~requirements~~period, the ~~are~~Company ~~expected~~obtained additional funding through debt financing and capital raising transactions to ~~increase as~~support ~~operational~~operations, ~~activity~~working ~~scales~~capital requirements, ~~revenue~~software development ~~advances~~activities, commercialization efforts, and ~~headcount~~corporate ~~expands~~growth initiatives.

~~Based~~Management onintends ~~current~~to ~~operating~~fund ~~conditions,~~its ~~the~~working ~~Company does~~capital ~~not~~requirements ~~have~~through a ~~sufficient~~combination ~~liquidity~~of toexisting ~~sustain~~cash ~~operations~~resources, ~~through~~revenues ~~the~~generated ~~next~~from ~~12 months. Continued losses~~operations, ~~limited~~strategic ~~cash~~commercial ~~resources~~relationships, and ~~dependence~~future issuances onof ~~external~~debt ~~funding~~and ~~raise~~equity ~~substantial~~securities. ~~doubt~~The ~~regarding the~~ Company’'s ~~ability~~working ~~to continue as a going concern. Additional~~ capital ~~will be~~requirements ~~required,~~are ~~and~~expected ~~there~~to isincrease noas ~~assurance~~it ~~that~~continues ~~financing~~to ~~will~~expand beits ~~available~~artificial intelligence, onsoftware ~~acceptable terms~~development, orcloud atinfrastructure, ~~all.~~and ~~Any~~commercialization ~~completed financing may be dilutive to existing shareholders or include rights senior to common equity~~activities.

~~Future~~Based ~~issuances~~on ofits ~~equity~~current oroperating ~~convertible~~plan, ~~instruments~~the Company does not have sufficient ~~will~~internally ~~result~~generated incash ~~shareholder~~flow ~~dilution~~to ~~and~~fund ~~may~~operations ~~contain~~over ~~features~~the ~~that~~next ~~adversely~~twelve ~~impact~~months. ~~existing~~The ~~holders~~Company requires additional capital to execute its business strategy and support future growth initiatives. IfThere can be no assurance that the Company iswill ~~unable~~be tosuccessful ~~secure additional~~in obtaining additional financing ason ~~needed~~acceptable terms, ~~its~~or ~~ability~~at toall. ~~execute~~If ~~its~~additional ~~business~~financing ~~plan,~~is ~~support~~not ~~growth~~available ~~initiatives~~when required, ~~and~~the ~~maintain~~Company ~~operations~~ may be ~~materially~~forced to delay, ~~impaired~~reduce, or eliminate certain operating, development, commercialization, or strategic initiatives.

WeAdditional ~~expect~~issuances ~~operating~~of ~~losses~~equity tosecurities ~~continue~~or ~~over~~securities ~~the next~~convertible ~~twelve~~into ~~months~~equity may result in substantial dilution to existing stockholders. ~~Successful~~Such ~~execution~~securities may also contain rights, preferences, or privileges senior to those of the ~~business~~Company's ~~model~~common ~~will~~stock. ~~require~~Furthermore, ~~raising~~debt ~~capital,~~financing ~~increasing~~may ~~revenue~~impose ~~generation,~~restrictive ~~expanding~~covenants ~~personnel,~~ and ~~scaling~~other ~~operations~~obligations ~~effectively~~on the Company. ~~Failure~~If toadequate ~~achieve~~capital ~~these~~is ~~objectives~~not ~~may~~available ~~materially~~on ~~affect~~acceptable ~~financial~~terms, ~~results~~the Company's ability to pursue new business opportunities, ~~liquidity~~develop products, expand operations, and ~~overall business~~achieve ~~viability~~its strategic objectives could be materially adversely affected.

The Company expects to continue incurring operating losses in the near term as it invests in software development, artificial intelligence technologies, commercialization efforts, growth initiatives, and public company compliance activities. Because the Company's software platforms, artificial intelligence models, applications, code libraries, and related technology infrastructure are developed for use across multiple current and prospective customer engagements and future commercial opportunities, software development expenditures are included within Selling, General and Administrative expenses rather than cost of sales. The Company's future success will depend on its ability to generate sustainable revenues, manage growth effectively, secure additional financing when necessary, attract and retain qualified personnel, develop and commercialize its technology solutions, and successfully execute its business strategy. There can be no assurance that the Company will successfully achieve these objectives.

Critical Accounting Estimates

General

Management’s Discussion and Analysis of ~~Financial~~ Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with U.S. ~~generally~~ generally accepted accounting principles. The preparation of our financial statements requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets, liabilities, net sales, and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We describe in this section certain critical accounting policies that require us to make significant estimates, assumptions, and judgments. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect its most significant estimates and assumptions used in the preparation of the financial statements. For further information on the critical accounting policies, see Note 1 of the Financial Statements.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

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 liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which service is provided. No compensation cost is recognized for equity instruments for which service is not provided or rendered.

Related party transactions

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. In accordance with ASC 850, the Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements.

Net Loss per Share

Net loss per common share is computed byin ~~dividing~~accordance ~~net~~with ~~loss by the weighted average common shares outstanding during the period as defined by~~ ASC Topic 260, “"Earnings per Share.” " Basic ~~earnings~~net loss per common share ~~calculations~~is ~~are~~calculated ~~determined~~ by dividing net ~~income (~~loss) attributable to common stockholders by the weighted average number of ~~shares of~~ common ~~stock~~shares outstanding during the ~~year~~period. Diluted ~~earnings~~net loss per common share ~~calculations~~is calculated ~~are determined~~ by dividing net ~~income (~~loss) attributable to common stockholders by the weighted average number of common shares ~~and~~outstanding ~~dilutive~~during the ~~common~~period, ~~share~~adjusted ~~equivalents~~for ~~outstanding.~~the Asassumed ofconversion ~~September~~or ~~30,~~exercise ~~2025,~~of ~~there~~potentially ~~were no~~dilutive ~~common~~securities ~~stock~~when ~~equivalents~~such ~~that~~effect ~~were~~is dilutive.

20For the three months ended March 31, 2026 and 2025, diluted net loss per share was equal to basic net loss per share because the Company reported a net loss for each period and the inclusion of potentially dilutive securities would have been anti-dilutive. Accordingly, all potentially dilutive securities were excluded from the computation of diluted net loss per share.

Potentially dilutive securities outstanding as of March 31, 2026 included 500 shares of Series A Convertible Preferred Stock, 4,917 shares of Series B Preferred Stock, and certain debt and financing instruments that may be convertible into or exercisable for shares of the Company's common stock. Because the effect of these securities would have been anti-dilutive, they were excluded from the calculation of diluted net loss per share for the three months ended March 31, 2026 and 2025.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between depreciation which is deductible for tax purposes prior to being deductible for book purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future taxable income.

From time to time, the Company may have differences in computing the book and tax bases of property and equipment; reserves for bad debts; capitalized overhead included in inventories; bonus plan payables, and accrued wages to shareholders/employees. Deferred tax expense or benefit is the result of the changes in the deferred tax assets, net of the valuation reserve, and liabilities.

The Company accounts for income taxes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 740 (“FASB ASC 740”), Income Taxes, which clarifies the accounting and disclosure requirements for uncertainty in tax positions. It requires a two-step approach to evaluate tax positions and determine if they should be recognized in the financial statements. The two-step approach involves recognizing any tax positions that are “more likely than not” to occur and then measuring those positions to determine if they are recognizable in the financial statements. Management regularly reviews and analyzes all tax positions and has determined that no uncertain tax positions requiring recognition have occurred.

In general, the Company’s income tax returns are subject to examination by the taxing authorities for six years after they were filed. The Company has not filed any tax returns.

Segment Reporting

We operate in a single operating segment and a single reportable segment focused on artificial intelligence consulting, software development, AI platform licensing, and related services. Operating segments are defined as components of an enterprise for which separate financial information is regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s chief executive officer serves as the CODM and evaluates performance and allocates resources based on consolidated financial information. Because the Company operates as a single operating and reportable segment, all financial segment information required by ASC 280 is included in the consolidated financial statements.

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing ~~and~~ and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management has concluded that its disclosure controls were effective as of ~~June~~March 3031, 2025.

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is 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. Our internal control over financial reporting includes those policies and procedures that:

	·	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

	·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

	·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

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

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of June 30, 2025, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:27

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of March 31, 2025, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

The Company does not have written documentation of our internal control policies and procedures.

We plan to rectify these weaknesses by establishing written policies and procedures for our internal control of financial reporting and hiring additional accounting personnel.

Changes in Internal Control over Financial Reporting.

Since our prior fiscal year ended on December 31, ~~2024~~ 2025, we have concluded that some of our internal control deficiencies have been remediated. Specifically, we previously identified ~~insufficient~~ insufficient segregation of duties within the accounting function, and overreliance on outside financial consulting for financial reporting as internal control weaknesses. With the recent addition of experienced officers and other employees, we no longer consider these issues to be internal control weaknesses.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is subject and which would have any material, adverse effect on the Company.

Item 1A. Risk Factors.

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-12G which sections are incorporated by reference into this report, as the same may be updated from time to time.

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors.

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

During the three months ended March 31, ~~2025~~2026, ~~Preferred~~ Athe ~~and~~Company ~~Preferred~~issued Bshares ~~shareholders~~of ~~converted~~common ~~all~~stock ofin connection with the ~~preferred~~conversion ~~shares~~of ~~into~~Series 26B Preferred Stock,~~600,000~~ ~~shares~~the settlement of ~~common~~debt ~~stock.~~and ~~Additionally~~accrued interest obligations, ~~one~~compensation ~~shareholder converted~~for ~~500,000~~consulting ~~shares~~and ofprofessional ~~common~~services, ~~stock~~financing ~~into~~fees, ~~500~~capital ~~shares~~raising ofactivities, ~~Preferred~~and Aother ~~stock~~corporate purposes. ~~Also,~~These ~~during~~issuances ~~the~~were ~~three~~completed ~~months~~pursuant ~~ended~~to ~~March~~existing 31contractual arrangements, ~~2025~~financing agreements, and the Company's ~~issued~~ongoing efforts ~~2,125,000~~to ~~shares~~strengthen toits ~~two~~capital ~~investor~~structure ~~relations~~and ~~firms~~support future growth initiatives.

~~During~~As ~~the~~a ~~three~~result ~~months~~of ~~ended~~these ~~June 30~~transactions, ~~2025,~~ the Company's issued ~~3,200,000~~and ~~common~~outstanding ~~shares for service, 425,000~~ common ~~shares~~stock ~~issued~~increased ~~in error which will be returned~~ to ~~the Company~~57, ~~400~~145,~~000~~926 shares ~~for~~ ~~financing~~as ~~fees due to non-payment~~ of ~~loans~~March ~~by the maturity date and 250~~31,~~000~~ ~~common shares were sold in a private placement for $0~~2026.~~20 per share yielding $50,000 in proceeds to the Company.~~

During the three months ended September 30, 2025, the Company issued 2,000,000 shares of common stock for services, valued at $227,500. Additionally, the Company issued 2,000 shares of Preferred B stock for cash proceeds of $57. No Preferred A activity or conversions occurred during the quarter.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended ~~September~~March 3031, ~~2025~~2026, 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.

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Item 6. Exhibits.

The exhibits listed on the Exhibit Index below are provided as part of this report.

Exhibit No.		Description

31.1*		Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

32.1*		Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema 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.

______________

Filed herewith.

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SIGNATURES

Pursuant to the requirements 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.

	KINETIC SEAS INCORPORATED
Dated: December 10, 2025	By:	/s/ Edward Honour
Dated: June 26, 2026	By:	/s/ Edward Honour
		Ed Honour
		Edward Honour
		Chief Executive Officer and Chief Financial Officer Principal Executive Officer, Principal Financial Officer

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