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:

We provide integrated artificial intelligence (“AI”) and software solutions through a combination of consulting, education, product development, and strategic partnerships. During fiscal year 2025, we expanded our service offerings to include the development and commercialization of proprietary AI platforms through licensing and revenue-sharing arrangements.

Our primary service offerings include:

Consulting Services, which include strategic consulting, project execution, and infrastructure planning. We focus on delivering fully integrated solutions designed to be scalable and sustainable. We no longer provide staff augmentation services.

Training and Education, which play a central role in our business model. We offer both free and paid learning opportunities, including custom-designed training programs for enterprise clients. Educational engagements often serve as an initial point of entry and lead to longer-term client relationships and product adoption.

Product Development, where we design and build AI-enabled software solutions powered by locally deployed and customized models. These solutions incorporate fine-tuning, prompt engineering, and user-friendly graphical interfaces to support enterprise adoption.

During fiscal year 2025, we developed Skilliks, a proprietary AI software platform designed to support enterprise software development, AI integration, and workflow automation. Skilliks was licensed to an international client pursuant to a multi-year licensing agreement. In consideration for the licensing and development services, the Company received equity compensation in the form of publicly traded common stock. Under the agreement, the Company is also entitled to ongoing revenue participation from future development projects and commercialization activities utilizing the Skilliks platform, including projects developed for the licensee’s own customers.

Partnerships and Incubation Services, through which we collaborate with early-stage and growth-stage technology companies. These services include consulting, infrastructure guidance, product development support, and go-to-market strategy execution. Certain partnerships include revenue-sharing arrangements tied to software development, AI deployment, and platform monetization.

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 enable businesses to adopt, deploy, and commercialize artificial intelligence through proprietary software platforms, tailored products, education, and expert consulting. We focus on simplifying AI integration by developing and licensing scalable AI solutions, providing training and implementation support, and delivering locally deployed AI systems designed for real-world enterprise use. Rather than relying on cloud-hosted solutions or generic APIs, we build secure, private, and high-performance applications powered by fine-tuned local models that support long-term value creation for our clients and partners.

Our Opportunity

Artificial intelligence adoption continues to accelerate across industries as businesses seek to improve efficiency, automate workflows, and develop new digital products. Industry sources estimate that a significant majority of businesses are expected to adopt some form of AI within the next several years. As adoption expands, demand is shifting from isolated AI tools toward scalable platforms, customized solutions, and long-term implementation partners.

While many companies entering the AI market focus on delivering a single application, model, or narrowly defined technology, our strategy is centered on enabling successful AI adoption across a broad range of use cases and maturity levels. We support organizations with varying degrees of technical sophistication, from early-stage adoption to advanced enterprise deployment, through a combination of education, consulting, and proprietary AI software platforms.

By engaging with customers early in their AI adoption lifecycle, including through training, platform licensing, and development partnerships, we seek to establish long-term relationships that evolve as our customers’ needs grow and as AI technologies continue to advance. Our focus on locally deployed, secure, and customizable AI solutions positions us to address increasing concerns around data privacy, performance, and control, while participating in the ongoing commercialization of AI-enabled products and services through licensing and revenue-sharing arrangements.

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

As part of our education-first engagement strategy, we support and participate in the AI Masters Community with ED, an AI-focused learning and collaboration community hosted on the Skool platform. The community has grown to include over 10,000 active AI enthusiasts, ranging from early-stage learners to advanced practitioners, who contribute through coursework, discussions, and real-world project collaboration.

The AI Masters Community serves as both an educational ecosystem and a practical talent and innovation network. Members engage in hands-on problem solving, applied AI development, and knowledge sharing, creating a pipeline of skilled individuals familiar with current AI tools, workflows, and enterprise use cases. This community-driven model supports our broader strategy of early engagement with organizations exploring AI adoption and provides a pathway for transitioning from education and prototyping into full-scale software development, platform licensing, and consulting engagements.

By combining structured education with active participation and real-world application, the community reinforces long-term relationships with learners, enterprises, and partners, while supporting ongoing demand for AI platforms, development services, and implementation support as AI adoption continues to expand.

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 is driven by our development ofSkilliks, a proprietary AI-powered platform designed to transform how organizations move from concept to execution. Skilliks applies artificial intelligence to structure ideas, requirements, and decisions into clearly defined topics and development modules, enabling projects to be planned, validated, and executed with greater precision. By converting unstructured discussions and concepts into a continuously updated, build-ready blueprint, Skilliks reduces ambiguity, minimizes scope creep, and supports predictable delivery timelines and budgets.

Unlike large cloud providers or traditional software vendors that focus primarily on infrastructure or isolated AI capabilities, we combine platform-driven planning with secure, locally deployed AI systems. Our solutions leverage tools such as Ollama, supervised fine-tuning, and prompt engineering to deliver private, high-performance AI applications without reliance on third-party cloud platforms. This approach provides clients with greater control over data, performance, and long-term ownership of their AI solutions.

In addition, our integrated model of education, consulting, platform licensing, and software development creates a seamless path from early exploration to full-scale implementation. Skilliks enables faster alignment among stakeholders, clearer decision-making, and more efficient development cycles, allowing projects to be completed in shorter timeframes and with reduced risk of cost overruns. By focusing on disciplined planning, execution alignment, and client-owned solutions, we differentiate ourselves in a market where AI initiatives often fail due to unclear requirements rather than technical limitations.

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 operate in compliance with applicable laws, regulations, and evolving regulatory frameworks. Artificial intelligence (“AI”) and machine learning (“ML”) technologies are increasingly subject to regulatory scrutiny globally, and governments continue to propose and enact laws that may affect the development, deployment, and commercialization of AI-enabled products and services.

While there is no single, comprehensive regulatory regime governing AI in the United States as of 2025, multiple federal, state, and international initiatives have emerged that directly or indirectly regulate aspects of AI development, use, transparency, data protection, and accountability.

United States

On October 30, 2023, President Biden issued the Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence, which remains a foundational policy framework through 2025. The Executive Order directs federal agencies to use existing authorities to address risks associated with AI, including risks related to critical infrastructure, cybersecurity, biological research, consumer protection, labor impacts, civil rights, and national security. It also encourages the development of standards and reporting obligations for certain advanced AI systems, including “dual-use” and foundation models, and emphasizes the importance of transparency, safety testing, and risk mitigation.

In 2024 and 2025, several federal agencies, including the Department of Commerce, Department of Energy, Department of Defense, Federal Trade Commission (“FTC”), and Equal Employment Opportunity Commission (“EEOC”), issued guidance or initiated rulemaking and enforcement actions related to AI under existing laws. These efforts focus on areas such as unfair or deceptive practices, algorithmic discrimination, data privacy, and cybersecurity. While these initiatives do not constitute a unified AI statute, they increase compliance expectations for companies developing or deploying AI systems.

At the state and local level, AI-related regulation continues to expand. For example, the New York City Automated Employment Decision Tools (“AEDT”) Law became effective on July 5, 2023, and remains in force in 2025. This law requires independent bias audits and public disclosures for certain AI tools used in employment decisions. Other U.S. states have introduced or enacted legislation addressing algorithmic accountability, AI transparency, biometric data, and automated decision-making, which may increase compliance costs and operational complexity.

European Union and International Regulation

The European Union (“EU”) continues to play a leading role in the regulation of digital technologies. In addition to the General Data Protection Regulation (“GDPR”), the Digital Services Act (“DSA”), and the Digital Markets Act (“DMA”), the EU formally adopted the Artificial Intelligence Act (“AI Act”) in 2024, with phased implementation and enforcement expected through 2025 and beyond. The AI Act represents the most comprehensive AI regulatory framework globally.

The EU AI Act classifies AI systems into risk-based categories and imposes obligations based on the level of risk, including:

The AI Act applies not only to EU-based companies but also to non-EU entities whose AI systems are placed on the EU market or whose outputs are used within the EU, potentially affecting our international operations and customers.

In addition to the EU, other jurisdictions, including China, Canada, the United Kingdom, and several Asia-Pacific countries, have enacted or proposed AI-related laws and frameworks addressing data localization, algorithmic governance, safety, and content moderation. These regulations vary significantly by jurisdiction and may impose additional compliance requirements as our operations, partnerships, or customers expand internationally.

Impact on Our Business

As the regulatory and legal environment governing AI continues to evolve, we may become subject to new or expanded laws, regulations, reporting requirements, and enforcement actions at the federal, state, and international levels. Compliance with these evolving frameworks may require changes to our products, development practices, documentation, data handling, and contractual arrangements, and may increase our operating costs or limit certain business activities.

For additional discussion regarding the potential risks that existing and future regulation may pose to our business, financial condition, and results of operations, see the section entitled**“Risk Factors.”**

Additional AI Operational and Commercial Risk Disclosure

In addition to evolving regulatory requirements, our business may be adversely affected by risks inherent in the development, deployment, and commercialization of artificial intelligence technologies and consulting services. Our AI-related business activities involve the design, integration, deployment, hosting, and support of AI-enabled systems, including generative AI, machine learning models, data analytics, and infrastructure solutions for customers operating in various industries.

AI technologies are rapidly evolving and may produce inaccurate, misleading, biased, incomplete, or otherwise unreliable outputs, commonly referred to as “hallucinations” or model errors. Such outputs may expose us to reputational harm, customer disputes, contractual liability, litigation, regulatory scrutiny, or indemnification obligations. In addition, AI systems may unintentionally incorporate or generate copyrighted, proprietary, confidential, or otherwise protected material, which could result in intellectual property claims or other legal challenges.

Our AI consulting and development activities may also require us to process, store, or access sensitive, proprietary, personal, or regulated customer data. Any actual or perceived failure to adequately protect such data, comply with applicable privacy or cybersecurity laws, maintain confidentiality obligations, or prevent unauthorized access, cyberattacks, or data breaches could adversely affect our business, reputation, financial condition, and operating results.

Many AI models and infrastructure tools utilized by the Company may rely on third-party providers, including cloud computing providers, open-source software, APIs, foundation models, and data providers. Changes in pricing, service availability, licensing terms, access restrictions, or the discontinuation of third-party AI technologies could materially impact our operations, development timelines, and profitability.

Additionally, the legal framework surrounding ownership, licensing, and protection of AI-generated content and machine learning models remains uncertain and continues to evolve. Existing intellectual property laws may not adequately address AI-generated works, training data usage, or model ownership rights, which could increase legal uncertainty and operational risk.

The AI industry is highly competitive and subject to rapid technological change. Our future success depends in part on our ability to adapt to evolving technologies, maintain access to qualified personnel with AI expertise, develop commercially viable AI solutions, and compete effectively against significantly larger and better-capitalized technology companies.

Furthermore, increasing public concern regarding the ethical use of AI, including concerns related to bias, misinformation, surveillance, automated decision-making, and workforce displacement, may result in additional regulatory requirements, customer hesitancy, reputational risks, or limitations on the deployment of AI technologies in certain industries or jurisdictions.

Any of the foregoing factors could materially and adversely affect our business, financial condition, results of operations, and future growth prospects.

Our Facilities

The Company leases office space located at 1501 E. Woodfield Road, Suite 114E, Schaumburg, Illinois, which serves as its principal executive offices. The lease is held directly in the name of Kinetic Seas Incorporated.

The Company previously subleased this office space from an affiliate of Ed Honour, the Company’s Chief Executive Officer, at the affiliate’s cost with no markup. The Company has since assumed the lease and is now the direct lessee with the landlord.

Effective December 14, 2023, the Company entered into a Master Services Agreement and Service Order with Databank Holdings Inc. (“Databank”) for server colocation services at the Databank-ORD4 facility in Oak Brook, Illinois. The Company has recently terminated this arrangement and no longer maintains an external colocation facility with Databank.

Employees and Independent Contractors

As of April 24, 2024, the Company had two employees, both of whom served as executive officers.

Effective January 2025, the Company discontinued the use of third-party payroll services and transitioned its former employees to independent consultant roles. This change was implemented to streamline administrative processes, reduce payroll-related costs and service fees, and provide greater flexibility in managing personnel resources, particularly as the Company engages talent across multiple geographic regions.

The Company currently operates with a consultant-based workforce and engages independent contractors on an as-needed basis to support operations, development initiatives, and strategic projects.

The Company has no collective bargaining agreements and believes its relationships with consultants and independent contractors are satisfactory. The Company may retain additional consultants or employees over the next twelve months, including executive management personnel with significant industry experience, as business needs evolve.