Kinetic Seas Inc.

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean Kinetic Seas Incorporated, unless otherwise indicated.

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Company Overview

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 changes its name to Kinetic Seas Incorporated.

By a written consent dated December 14, 2023, the Board of Directors of the Company approved the appointment of Edward Honour, Jeffey Lozinski, Joseph Lehman, and Robert Jackson to the Board of Directors of the Company, and appointed Edward Honour as Chairman (the “New Directors”). At the same time, the 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 such 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 issued and outstanding common shares of the Company at the time.

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

Description of Business

We are an Artificial Intelligence (“AI”) consulting, research and development, and software company focused on delivering practical, locally deployed AI solutions. Our core business is centered around helping businesses of all sizes integrate AI into their operations through a combination of technical consulting, training and education, and purpose-built software products.

In late 2023, we hired a new executive management team with the goal of creating an innovative AI consulting, research and development, infrastructure, and software company to be called Kinetic Seas. The name Kinetic Seas is a metaphor for artificial intelligence in that AI is "kinetic" meaning it is always moving, and like the "sea" in that AI developers must be prepared to go wherever the technology takes them.

We envision a future where data science, machine learning, and artificial intelligence is tightly integrated into the operations and workflow of every company. To help achieve this vision, we decided to take a practical approach to AI with the philosophy of "be evolutionary, not revolutionary". Our business model comes from our team’s experience implementing large scale AI applications and the hurdles we faced doing so.

Our management team launched the concept of Kinetic Seas in 2021 with an initial focus on creating practical data science and machine learning software and tools necessary to support AI application development. At the time Large Language Models (LLMs) like ChatGPT had not been released, and even widely used AI technologies like convolutional neural networks and recurrent neural networks were mostly unknown to the public. Our initial focus was on developing open-source libraries necessary for implementing data science and machine learning into existing businesses.

We build private, high-performance AI applications powered by local Large Language Models (LLMs), with an emphasis on supervised fine-tuning and advanced prompt engineering. In addition, we design intuitive graphical user interfaces (GUIs) that make these AI applications usable by non-technical staff, expanding the reach and impact of AI across an organization.

Our service offerings are structured around several interconnected areas:

This integrated approach allows us to deliver complete solutions to our clients—from ideation and technical training to software implementation and long-term operational success.

Our Mission

Our mission is to empower businesses of all sizes to effectively adopt and benefit from artificial intelligence through tailored products, education, and expert consulting. We focus on simplifying AI integration by providing tools, training, and locally deployed AI systems that are designed for real-world business use. Rather than relying on cloud-hosted solutions or generic APIs, we deliver secure, private, and high-performance applications powered by fine-tuned local models.

Our Opportunity

Industry sources predict 90% of businesses will adopt AI of some type in the next three years. While most companies entering the AI market as vendors are focused on a single application or technology that they hope will be revolutionary, we are focused on helping companies be successful no matter how simple or complex their goals are. By helping companies be early adopters of AI we have the opportunity to build long term relationships with our customers and technologies evolve and confidence in AI grows.

Our Vision

Our vision is to lead the evolution of practical artificial intelligence by making it accessible, manageable, and meaningful for every organization. We envision a future where companies control their own AI tools, customized to their exact needs and operated securely on their own infrastructure. By focusing on local model deployment, intuitive user experiences, and business-ready solutions, we aim to remove the barriers that have traditionally limited successful AI adoption.

Our Products

Industry sources predict 90% of businesses will adopt AI of some type in the next three years. While most companies entering the AI market as vendors are focused on a single application or technology that they hope will be revolutionary, we are focused on helping companies be successful no matter how simple or complex their goals are. By helping companies be early adopters of AI we have the opportunity to build long term relationships with our customers as technologies evolve and confidence in AI grows.

Product Development with Local Models

We have transitioned our focus away from open-source software projects and are now primarily dedicated to developing commercial products based on locally run AI models. Our product development strategy leverages the Ollama platform, allowing us to run Large Language Models (LLMs) efficiently on local hardware.

Our approach combines supervised fine-tuning and advanced prompt engineering to tailor models to client-specific needs. This enables us to deliver intelligent, responsive AI systems that operate with greater control and privacy than traditional cloud-hosted models. By developing solutions that run locally, we provide clients with robust, secure, and cost-effective alternatives to hosted AI services.

In addition, we design and build intuitive graphical user interfaces (GUIs) for these AI-driven applications. These interfaces ensure that users can interact seamlessly with the underlying models, making the power of AI accessible to teams without specialized technical expertise.

Consulting Services

Our consulting operations are now divided into three categories: strategic consulting, project consulting, and infrastructure consulting. We no longer offer staff augmentation as a service due to limited demand and its inconsistency with our full-service consulting model.

Strategic consulting remains the highest-impact segment of our practice, guiding clients through AI project planning, model selection, and technical decision-making. Project consulting, our preferred model, allows us to deliver end-to-end solutions with integrated teams. Infrastructure consulting focuses on guiding clients on how to design and implement effective on-premises or hybrid infrastructure environments.

Training and Education

Training and education have become one of the most critical pillars of our business. We have significantly expanded our focus in this area because it consistently leads to meaningful client engagements and long-term consulting opportunities.

Through the Kinetic Seas Business AI podcast, Kinetic Guides, and the Kinetic Seas YouTube channel, we deliver a combination of free and premium content to demonstrate our expertise. These resources introduce business leaders and technical teams to the possibilities of AI, often serving as the first point of contact in a client relationship.

Our educational offerings include:

• Data Science

• Machine Learning

• Large Language Models

• Python and C++

• Model fine-tuning

• Infrastructure

• Application integration

We are investing in self-paced learning, classroom-based sessions, and client-specific training modules to broaden our impact and help clients achieve success with AI.

Partnerships and Incubation Services

We develop partnerships and incubation services for up-and-coming AI companies. Infrastructure, support, and product rollout are something most AI companies do not account for when they develop new products. Our partnership and incubation services are a flexible way to earn consulting revenue, attract long-term hosting clients, and support early-stage innovation using our expertise.

Our Competitive Advantage

Our competitive advantage lies in our practical, product-focused approach to artificial intelligence. Unlike large cloud providers or traditional software vendors, we specialize in building secure, local AI systems using Ollama and other cutting-edge tools. Our emphasis on supervised fine-tuning, prompt engineering, and user-friendly interfaces enables clients to derive maximum value from AI without dependency on third-party cloud platforms.

In addition, our integrated model of training, consulting, and software development creates a seamless path for businesses to explore, adopt, and scale AI capabilities. By removing reliance on external hosting and focusing on client-owned solutions, we offer businesses greater control, privacy, and performance.

Our Sales and Marketing

Our sales and marketing efforts are closely aligned with our focus on education-driven engagement and product-based AI solutions. With the discontinuation of our cloud hosting services and open-source initiatives, we have shifted to a model centered on outreach through education, personalized consultation, and the promotion of locally deployed AI products.

Education-Led Marketing

Education continues to be at the heart of our marketing strategy. Through channels like the Kinetic Seas Business AI podcast, instructional video content, webinars, and written guides, we establish our authority in the AI industry and attract potential clients.

Product-Centric Demonstrations and Use Cases

We actively demonstrate our product capabilities through case studies, live demos, and tailored proof-of-concept builds.

Consultative Selling and Client Training

Our sales process often begins with training and evolves into deeper consulting and product integration projects.

Digital and Relationship-Based Marketing

We employ a mix of digital lead generation and traditional relationship-based strategies for enterprise sales.

Regulation

Our financial prospects and continued growth depend in part on our ability to continue to operate in a compliant manner with all rules and regulations. To date, there is no law or regulations that relate specifically to AI or ML. However, there are continuing calls for regulations to address perceived dangers or harms of AI or ML.

Within the United States, on October 30, 2023, President Biden released his Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence. The Executive Order addresses a variety of issues, such as focusing on standards for critical infrastructure, AI-enhanced cybersecurity, and federally funded biological synthesis projects. The Executive Order provides the authority to various agencies and departments of the US government, including the Energy and Defense departments, to apply existing consumer protection laws to AI development. The Executive Order also recognizes AI's social challenges, and calls for companies building AI dual-use foundation models to be wary of these societal problems. For example, the Executive Order states that AI should not “worsen job quality,” and should not “cause labor-force disruptions.” Additionally, Biden’s Executive Order mandates that AI must “advance equity and civil rights”, and cannot disadvantage marginalized groups. It also called for foundation models to include "watermarks" to help the public discern between human and AI-generated content, which has raised controversy and criticism from deepfake detection researchers.

One January 1, 2023, the New York City Bias Audit Law, enacted by the NYC Council in November 2021, was scheduled to go into effect. The enforcement date for the law has been pushed back due to the high volume of comments received during the public hearing on the Department of Consumer and Worker Protection's (DCWP) proposed rules to clarify the requirements of the legislation. It eventually became effective on July 5, 2023. From this date, the companies that are operating and hiring in New York City are prohibited from using automated tools to hire candidates or promote employees, unless the tools have been independently audited for bias.

The European Union is one of the largest jurisdictions in the world and plays an active role in the global regulation of digital technology through the General Data Protection Regulation, the Digital Services Act, and the Digital Markets Act. For AI in particular, the EU proposed the Artificial Intelligence Act (the “AIA”) in 2023, which would be the most far-reaching regulation of AI worldwide if enacted.

The AIA divides AI risks into different risk categories depending on the type of application, and one specifically dedicated to general-purpose generative AI, as follows:

In addition, various countries, such as several members of the EU, China and Canada, are considering passing legislation that would impact AI and ML.

As the regulatory and legal environment evolves, we may become subject to new laws, such as further regulation by the SEC and other agencies, which may affect our mining and other activities. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see the Section entitled “Risk Factors” herein.

Our Facilities

The Company currently subleases office space at 1501 E. Woodfield Road, Suite 114E, Schaumburg, Illinois, from an affiliate of Ed Honour, the Company’s chief executive officer, the affiliate’s cost with no markup. The affiliate is in the process of transferring the lease to the Company so that the Company would be direct lessee from the landlord.

Effective December 14, 2023, the Company entered into a Master Services Agreement and Service Order with Databank Holdings Inc, (“Databank”) to provide the Company with server collocation services at their Databank-ORD4 location in Oakbrook Illinois.

Employees and Independent Contractors

As of April 24, 2024, we had two employees both which were our executive officers.

We have no collective bargaining agreements with our employees, and believe all independent contractor and employment agreements relationships are satisfactory. We hire independent contractors on an as-needed basis, and we may retain additional employees and consultants during the next twelve months, including additional executive management personnel with substantial experience in development business.