Kinetic Seas Inc.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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 assisting companies in adopting AI.

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 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 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.

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 which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. During the period from January 1, 2018 through December 31, 2023 we did not generate any revenue.

The Company will recognize revenue in accordance with Accounting Standards Codification No. 606, “Revenue from Contracts with Customers” (“ASC-606”). 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 year ended December 31, 2025 we generated $71,268 in consulting revenue and $346,500 in product sales related to Sagtec transaction. The cost of consulting labor was $66,749.

During the year ended December 31, 2024 we generated $210,584 in consulting revenue. The cost of consulting labor was $157,776.

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. As of December 31, 2025 and December 31, 2024, the Company’s cash and cash equivalents totaled $7,767 and $4,947, respectively.

Software Development Costs

The Company accounts for software development costs in accordance with applicable accounting guidance for internally developed software. Costs incurred in the preliminary project stage and post-implementation stages are expensed as incurred. Management evaluates software development expenditures to determine whether capitalization criteria have been met.

During the year ended December 31, 2025, the Company incurred costs related to the development and enhancement of its software platform and technology infrastructure. Management determined that the expenditures did not meet the criteria for capitalization, or alternatively elected to expense such costs as incurred due to the nature and stage of development activities. Accordingly, all software development costs incurred during the period were recorded as operating expenses in the accompanying statements of operations.

Had such costs been capitalized, the Company’s total assets and net loss may have differed from the amounts reported in the accompanying financial statements. Management believes that expensing these costs results in a conservative presentation of the Company’s financial position and results of operations.

Revenue Recognition – Sagtec Transaction

During the year ended December 31, 2025, the Company entered into a transaction with Sagtec Global Limited (“Sagtec”) related to the Company’s technology platform and related services. As of December 31, 2025, certain aspects of the transaction, including final implementation, delivery obligations, acceptance provisions, supporting documentation, and/or other contractual performance conditions, remained subject to ongoing review and evaluation.

Management evaluated the transaction in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, including assessment of the identification of performance obligations, transfer of control, collectability considerations, and timing of revenue recognition.

Based on management’s assessment of the facts and circumstances existing as of December 31, 2025, the Company recognized revenue to the extent management determined that the applicable revenue recognition criteria had been satisfied. Amounts associated with undelivered elements, unresolved contingencies, customer acceptance provisions, or other pending matters, if any, were deferred pending resolution of such matters.

The Company continues to evaluate the transaction and related accounting treatment in conjunction with its auditors. Accordingly, additional information, revisions to estimates, or subsequent developments related to the Sagtec transaction could result in adjustments to the timing or amount of revenue recognized in future periods. Management does not currently believe that any such potential adjustments would materially impact the Company’s previously issued financial statements; however, no assurance can be provided that additional adjustments will not be required.

Investment in Equity

The Company accounts for its investment transactions in accordance with ASC 321, Investments – Equity Securities, ASC 320 (where applicable), and other relevant U.S. GAAP guidance. Investments consist primarily of equity securities and non-cash consideration received in connection with licensing and development arrangements, including shares of publicly traded companies.

Investments received as non-cash consideration are initially recorded at fair value at the date of receipt, consistent with ASC 606 and ASC 321. Equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized in earnings. During the year ended December 31, 2025, the Company recognized investment income of $65,540.

Investments are classified as current or non-current assets based on management’s intent and expected timing of realization. As of December 31, 2025, the Company reported investments of $10,460,540, primarily related to equity received from licensing and development arrangements.

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.

Customer Concentration

During 2025 the Company continued AI consulting practice along with the development of products to allow clients to generate AI projects and sold this product under a multi-year licensing agreement that also provided for revenue share on products produced using the platform.

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 on a quarterly basis 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 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.

Segment Reporting

We operate in asingle operating segment and asingle 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

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which establishes a new lease accounting model for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. In March 2019, the FASB issued ASU 2019-01, Codification Improvements, which clarifies certain aspects of the new lease standard. The FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases in July 2018. Also in 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which provides an optional transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendments have the same effective date and transition requirements as the new lease standard. On November 15, 2019, the FASB issued ASU 2019-10, which amends the effective dates for three major accounting standards. The ASU defers the effective dates for the credit losses, derivatives, and lease standards for certain companies.

During 2024 the Company adopted ASU 2016-12 and recorded a right-of-use lease asset and liability of $82,897 for its office lease.

NOTE 3 –GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since inception. As of December 31, 2025, the Company had an accumulated deficit of $6,250,147 and a working capital deficit of $2,835,758.

The Company does not currently expect its internally generated cash flows to be adequate to support its projected operations and growth plans. As a result, there is substantial doubt about its ability to continue as a going concern.

Accordingly, the Company may need to raise additional funds through equity financings, debt financings, strategic partnerships, or other sources of capital to support ongoing operations and execute its business plan. The Company has historically relied on related party funding and external financing arrangements to support operations and may continue to do so until sustainable profitability and positive operating cash flows are achieved. However, there can be no assurance that the Company will be successful in obtaining additional financing on acceptable terms, or at all.

Management plans to continue focusing on revenue growth, operational efficiencies, expansion of higher-margin business activities, and capital raising initiatives in order to improve liquidity and support future operations.

NOTE 4 –ACCRUED LIABILITIES

As of December 31, 2025 and December 31, 2024, the Company had accrued liabilities of $540 and $1,483,587, respectively. In addition, the Company had accrued interest of $30,821 and $9,089 as of December 31, 2025 and December 31, 2024, respectively.

The balance of accrued liabilities as of December 31, 2025 is comprised primarily of miscellaneous accrued expenses of $540.

The accrued interest balance of $30,821 as of December 31, 2025 relates to interest due on outstanding notes payable.

As of December 31, 2024, accrued liabilities were comprised of the following:

The significant decrease in accrued liabilities during fiscal 2025 was primarily attributable to the settlement of prior year investor relations obligations through the issuance of shares and the reduction of accrued penalty interest balances.

NOTE 5 –RELATED PARTY TRANSACTIONS

On September 18, 2021, the Company entered into 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 Chief Executive Officer of the Company. On June 30, 2022, CIP increased its Promissory Note to $50,000 by funding an additional $20,000 loan to the Company. Subsequently, CIP made an additional loan of $40,000 on September 15, 2022, bringing the total principal balance to $90,000 plus accrued interest. During the fiscal year ended December 31, 2023, CIP made additional advances to the Company totaling $92,000.

On December 14, 2023, the Company and CIP agreed 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. Effective December 14, 2023, the interest rate on the remaining balance was reduced to 12% through December 31, 2023, and effective January 1, 2024, the interest rate was further reduced to 10%. During the year, an additional loan of $43,820 was extended to the company through the settlement of its liabilities.

As of December 31, 2025 and December 31, 2024, the balance due to CIP, including accrued interest, was approximately $212,710 and $154,427, respectively.

On September 20, 2024, Lisa Lozinski (the “Lender”), the spouse of a Company director, loaned the Company $50,000 pursuant to a promissory note with the following terms:

As of December 31, 2025 and December 31, 2024, the balance due on this related party note, including accrued interest, was approximately $50,755 and $50,320, respectively.

During the year ended December 31, 2024, Jeff Lozinski loaned the Company $5,500 on a non-interest-bearing basis, of which $2,500 was repaid during the period, resulting in a balance due of $3,000 as of December 31, 2024. The balance was repaid during the year ended December 31, 2025.

NOTE 6 –EQUITY

The Company is authorized to issue 200,000,000 shares of common stock, par value $0.00001 per share, and 30,000,000 shares of preferred stock, par value $0.00001 per share, consisting of 10,000,000 shares of undesignated preferred stock,10,000,000 shares of Series A Preferred Stock, and 10,000,000 shares of Series B Preferred Stock.

As of December 31, 2025 and December 31, 2024, there were 52,789,000 and 16,329,000 shares of common stock outstanding, respectively.

As of December 31, 2025, there were 500 shares of Series A Preferred Stock outstanding and 11,917 shares of Series B Preferred Stock outstanding.

Issuance of Common Stock

On December 14, 2023, the Board of Directors 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. 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 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 at a price of $0.50 per share. During the period from July 15, 2024 to September 30, 2024 the Company sold 242,000 common shares in the offering and raised $121,000 in proceeds.

During the year ended December 31, 2025, Preferred A and Preferred B shareholders converted all of the preferred shares into 26,600,000 shares of common stock. Additionally, one shareholder converted 500,000 shares of common stock into 500 shares of Preferred A stock.

During the year ended December 31, 2025, the Company issued common stock through service-based compensation agreements and financing-related equity transactions, resulting in a significant increase in shares outstanding. These issuances were made to support operating needs, compensate service providers, and secure funding.

During the year ended December 31, 2025, the Company issued 8,750,000 common shares for service,400,000 shares for financing fees due to non-payment of loans by the maturity date,250,000 common shares were sold in a private placement for $0.20 per share yielding $50,000 in proceeds to the Company,610,000 common shares issued for cash and 350,000 common shares issued for the purchase of software.

During the period, the Company issued:

As a result of these issuances and other equity activity, the number of common shares outstanding increased to 52,789,000 shares as of December 31, 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 year ended December 31, 2025, the 21,100 shares of Preferred A outstanding were converted into 21,100,000 shares of common stock. Additionally, 500,000 shares of common stock were converted into Preferred A stock. As a result, as of December 31, 2025, there were 500 shares of Preferred A stock outstanding.

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 prior to the record date of the dividend declared on the common stock.

Liquidation Preference: The Series A Preferred Stock is entitled to receive, 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 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 convert all outstanding shares of Series A Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are 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 designation of a second series of preferred stock, the Series B Convertible Preferred Stock (the “Series B Preferred”). During the year ended December 31, 2024, 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. During the year ended December 31, 2025, the 5,500 shares of Preferred B outstanding were converted into 5,500,000 shares of common stock

During the year ended December 31, 2025, the Company issued an additional 11,917 shares of Series B Preferred Stock for cash, services, and strategic business purposes.

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 prior to the record date of the dividend declared on the common stock.

Liquidation Preference: The Series B Preferred Stock is entitled to receive, 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 the common stock.

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 in lieu 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 convert all outstanding shares of Series B Preferred Stock into common stock, at the same ratio as the voluntary conversion rights held by the holders, at any time that there are 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 in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to 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 areverse split of 1 for 100. As that time the 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 policies regarding beneficial ownership of odd lot holders, the Company issued approximately 1,000,000 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 December 31, 2025 and December 31, 2024, the balance of notes payable was $315,000 and $231,164, respectively.

On December 18, 2024, the Company borrowed $50,000 under promissory notes that provided for interest at 10% per annum, with monthly interest-only payments for six months and a maturity date six months from the loan date. The loan remained outstanding as of December 31, 2025.

On April 30, 2024, the Company borrowed $50,000 under promissory notes that provided for interest at 10% per annum, with monthly interest-only payments for six months and a maturity date six months from the loan date. In connection with these financings, the Company agreed to issue the lenders 100 shares and 50 shares, respectively, of Series A Convertible Preferred Stock, which were issued during the year ended December 31, 2025.

Due to Company’s failure to repay the promissory notes upon maturity, the interest rate increased to 20%, and an additional 50,000 shares were issued as a penalty. These penalty shares were also issued during the year ended December 31, 2025. The loan remained outstanding as of December 31, 2025.

On November 6, 2025, the Company entered into a promissory note agreement with in the principal amount of $115,000 bearing interest at 12% per annum and maturing on November 6, 2026. The note does not require periodic payments and is convertible into common stock after 180 days at 70% of the lowest traded price during the prior 10 trading days, subject to certain terms and conditions. As of December 31, 2025, the unpaid principal balance on the note was $115,000.

On December 16, 2025, the Company entered into a promissory note agreement in the principal amount of $100,000 bearing interest at 15% per annum and maturing six months from issuance. The note is convertible into common stock at the lender’s option at a conversion price equal to 80% of the market price, as defined in the agreement. The note does not require periodic payments prior to maturity. As of December 31, 2025, the unpaid principal balance on the note was $100,000.

On October 2, 2025, the Company entered into a conversion agreement pursuant to which a $100,000 loan and accrued interest of $5,000 were converted into 2,917 shares of Series B Convertible Preferred Stock.

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 lease term is 27 month and the weighted average discount rate is 12%. Operating lease expense for the year ended December 31, 2025 was approximately $26,686. Total lease payments under our non-cancellable leases were as follows:

NOTE 9 –INCOME TAXES

Reconciliation of the statutory federal income tax rate to the effective tax rate reported in the financial statements:

NOTE 10 –SOFTWARE DEVELOPMENT COSTS

The Company accounts for software development costs in accordance with applicable accounting guidance for internally developed software. Costs incurred in the preliminary project stage and post-implementation stages are expensed as incurred. Management evaluates software development expenditures to determine whether capitalization criteria have been met.

During the year ended December 31, 2025, the Company incurred costs related to the development and enhancement of its software platform and technology infrastructure. Management determined that the expenditures did not meet the criteria for capitalization, or alternatively elected to expense such costs as incurred due to the nature and stage of development activities. Accordingly, all software development costs incurred during the period were recorded as operating expenses in the accompanying statements of operations.

Had such costs been capitalized, the Company’s total assets and net loss may have differed from the amounts reported in the accompanying financial statements. Management believes that expensing these costs results in a conservative presentation of the Company’s financial position and results of operations.

NOTE 11 –REVENUE RECOGNITION - SAGTEC TRANSACTION

During the year ended December 31, 2025, the Company entered into a transaction with Sagtec Global Limited (“Sagtec”) related to the Company’s technology platform and related services. As of December 31, 2025, certain aspects of the transaction, including final implementation, delivery obligations, acceptance provisions, supporting documentation, and/or other contractual performance conditions, remained subject to ongoing review and evaluation.

Management evaluated the transaction in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, including assessment of the identification of performance obligations, transfer of control, collectability considerations, and timing of revenue recognition.

Based on management’s assessment of the facts and circumstances existing as of December 31, 2025, the Company recognized revenue to the extent management determined that the applicable revenue recognition criteria had been satisfied. Amounts associated with undelivered elements, unresolved contingencies, customer acceptance provisions, or other pending matters, if any, were deferred pending resolution of such matters.

The Company continues to evaluate the transaction and related accounting treatment in conjunction with its auditors. Accordingly, additional information, revisions to estimates, or subsequent developments related to the Sagtec transaction could result in adjustments to the timing or amount of revenue recognized in future periods. Management does not currently believe that any such potential adjustments would materially impact the Company’s previously issued financial statements; however, no assurance can be provided that additional adjustments will not be required.

NOTE 12 –INVESTMENT IN EQUITY INSTRUMENTS

During the year ended December 31, 2025, the Company entered into investment-related transactions primarily in connection with its strategic licensing and development arrangements. These investments primarily consist of equity securities received as compensation under contractual agreements. Specifically, in connection with a multi-year licensing and development agreement (the “Sagtec transaction”), the Company received consideration that included:

The investments are primarily classified as equity securities and are accounted for under ASC 321, Investments – Equity Securities. Investments with readily determinable fair values are measured at fair value, with changes recognized in earnings.

As of December 31, 2025, the Company reported total investments of $10,460,540, representing a significant increase from the prior year, driven primarily by the recognition of equity received under the Sagtec transaction.

During the year ended December 31, 2025, the Company recognized investment income of $65,540, which is included in other income (expense) in the statement of operations.

NOTE 13 –SUBSEQUENT EVENTS

Subsequent to December 31, 2025, the Company issued an aggregate of approximately 7,856,926 shares of common stock. The issuances consisted primarily of shares issued in connection with conversions of outstanding preferred stock and convertible debt securities, financing transactions, and issuances for consulting, investor relations, and other corporate services.

A portion of the shares issued were pursuant to the conversion of outstanding Series A and Series B Preferred Stock into common stock in accordance with the terms of the respective securities. Additional shares were issued in connection with debt conversion agreements and pursuant to Rule 144 transactions.

The Company also issued shares to consultants, investor relations firms, and service providers for services rendered to the Company. The fair value of such shares was determined based on the market price of the Company’s common stock on the date of issuance and was recorded as compensation or professional services expense, as applicable.

Management believes all issuances of securities were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Rule 506 of Regulation D, Rule 144, and/or Section 3(a)(9), where applicable.