OTC: ITOX

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

Stockholders' Equity (Deficit)

Preferred Stock, $0.001 par value, 10,000,000 Shares authorized

Series A Preferred Stock, 100 shares and 25,845 shares issued and outstanding at December 31, 2025 and 2024, respectively
–
26

Series E Preferred Stock, 1,207 shares and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively
1
–

Common Stock $0.001 Par Value, 10,000,000,000 shares authorized; 586,285,063 shares and 555,015,293 shares issued and outstanding at December 31, 2025 and 2024, respectively
586,286
555,016

Additional paid in capital
8,733,193
7,306,031

Accumulated deficit
(12,649,512 )
(11,208,252 )

Total Stockholders' Equity (Deficit)
(3,330,032 )
(3,347,179 )

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

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

F-3

IIOT-OXYS, Inc. and Subsidiaries

Consolidated Statements of Operations

For The Years Ended December 31,

2025
2024

Revenues
$ –
$ 2,500

Cost of Sales
–
2,125

Gross Profit
–
375

Operating Expenses

Amortization of intangible assets
49,500
49,636

Write-down of intangible assets

99,949

–

Payroll

163,200

200,000

Professional fees

153,857

147,991

Other general and administrative
66,285
30,647

Total Operating Expenses
532,791
428,274

Other Income (Expense)

Gain (loss) on change in FMV of derivative liability
40,258
(111,523 )

Loss on derivative
(32,203 )
–

Gain on extinguishment of debt
78,884
–

Interest expense
(282,952 )
(174,541 )

Other income
70,958
34,228

Total Other Income (Expense)
(125,055 )
(251,836 )

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

Provision for Income Tax
–
–

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

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

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

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

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

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

F-4

IIOT-OXYS, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity
(Deficit)

Preferred Stock
Common Stock

Series A
Amount
Series E
Amount
Shares
Amount
Additional Paid-In Capital
Accumulated Deficit
Total Stockholders' Equity (Deficit)

Balance - December 31, 2023
25,845
$ 26
–
$ –
470,015,293
$ 470,016
$ 7,350,291
$ (10,443,597 )
$ (2,623,264 )

Common stock issued for conversion of convertible note payables
–
–
–
–
85,000,000
85,000
(38,000 )
–
47,000

Sales commission paid on capital raise
–
–
–
–
–
–
(6,260 )
–
(6,260 )

Convertible preferred stock dividend
–
–
–
–
–
–

(84,920 )
(84,920 )

Net loss
–
–
–
–
–
–
–
(679,735 )
(679,735 )

Balance - December 31, 2024
25,845
26
–
–
555,015,293
555,016
7,306,031
(11,208,252 )
(3,347,179 )

Cancellation of Series A Preferred Stock as a result of change in control
(25,845 )
(26 )
–
–
–
–
26
–
–

Issuance of Series A Preferred Stock as a result of change in control
100
–
–
–
–
–
–
–
–

Issuance of Series E Preferred Stock in settlement of payables to related parties
–
–
1,207
1
–
–
1,448,861
–
1,448,862

Common stock issued to related parties for services
–
–
–
–
11,000,000
11,000
400
–
11,400

Common stock issued for services
–
–
–
–
300,000
300
60
–
360

Sales commissions paid on capital raise
–
–
–
–
–
–
(12,200 )
–
(12,200 )

Common shares issued in settlement of accounts payable
–
–
–
–
19,969,770
19,970
(9,985 )
–
9,985

Convertible preferred stock dividend
–
–
–
–
–
–
–
(783,414 )
(783,414 )

Net loss
–
–
–
–
–
–
–
(657,846 )
(657,846 )

Balance - December 31, 2025
100
–
1,207
1
586,285,063
586,286
8,733,193
(12,649,512 )
(3,330,032 )

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

F-5

IIOT-OXYS, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31,

2025
2024

Cash Flows from Operating Activities

Net loss
$ (1,441,260 )
$ (764,655 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities

Amortization of intangible assets
49,500
49,636

Write-down of intangible assets

99,949

–

Common stock issued for services

11,760

–

Amortization of debt discount on Series B and D Preferred Stock
46,800
–

(Gain) loss on change in fair value of derivative liability
(40,258 )
111,523

Changes in Operating Assets and Liabilities

Decrease in accounts receivable
–
5,460

Decrease in prepaid expenses and other current assets
2,139
166

(Decrease) Increase in accounts payable
(125,679 )
118,276

Increase in accrued liabilities
816,103
159,776

Increase in derivative liability
233,003
111,612

(Decrease) increase in shares payable to related parties
(18,638 )
3,413

Increase in salaries payable to related parties
171,530
158,402

Net Cash Used in Operating Activities
(195,051 )
(46,391 )

Cash Flows Used in Investing Activities

Net Cash Used in Investing Activities
–
–

Cash Flows from Financing Activities

Cash received from sale of Series B Preferred Stock
–
75,600

Cash received from sale of Series D Preferred Stock
210,000
–

Cash paid for offering costs
(12,200 )
(6,260 )

Net Cash Provided by Financing Activities
197,800
69,340

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

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

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

Supplement Disclosures of Cash Flow Information

Interest paid
$ –
$ –

Income taxes paid
$ –
$ –

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Conversion of convertible notes payable and derivative liabilities
$ –
$ 115,825

Common stock issued in settlement of accounts payable
$ 9,985
$ –

Issuance of Series E Preferred stock in settlement of compensation
payable
$ 1,448,861
$ –

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

F-6

IIOT-OXYS, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

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

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

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

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

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

F-7

Going Concern

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

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

Cash and Cash Equivalents

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

Accounts Receivable and Allowance for Doubtful
Accounts

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

Long-Lived
Assets

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

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

Basic and Diluted Earnings (Loss) Per Common Share

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

F-8

Revenue Recognition

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

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

·
Identification of a contract or contracts with a customer.

·
Identification of the performance obligations in the contract.

·
Determination of contract price.

·
Allocation of transaction price to the performance obligation.

·
Recognition of revenue when, or as, performance obligation is satisfied.

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

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

Concentration of Credit Risk

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

Fair Value of Financial Instruments and
Fair Value Measurements

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

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

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

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

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

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

F-9

Income Taxes

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

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

Convertible
Debt and Convertible Preferred Stock

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

Effective
January 1, 2022, the Company early adopted ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible
Instruments and Contracts in an Entity’s Own Equity” using the modified retrospective method of adoption. ASU 2020-06 simplifies
the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt—Debt with Conversion
and Other Options, for convertible instruments. Under ASU 2020-06, the embedded conversion features are no longer separated from the
host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic
815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible
debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation
and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will
be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. The Company accounts for its Convertible
Notes as single liabilities measured at amortized cost. As a result, the adoption of the guidance had a material impact on the consolidated
financial statements and accompanying notes, resulting in adjustments of $371,125, $313,976 and $57,149 to the opening balance of additional
paid-in capital, retained earnings, and long-term debt, respectively, as of January 1, 2022. The Company has updated its debt note (Note 5)
with additional and modified disclosures as required by the standard upon adoption

F-10

Segment Information

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

Recent Accounting Pronouncements

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

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

NOTE 3 – INTANGIBLE ASSETS

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

Schedule of intangible assets

December 31,

2025

December 31,

2024

Intangible Assets
$ 495,000
$ 495,000

Write-down of intangible assets
(99,949 )
–

Accumulated amortization
(395,051 )
(345,551 )

Intangible Assets, net
$ –
$ 149,449

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

F-11

NOTE 4 – COMMITMENTS AND CONTINGENCIES

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

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

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

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

Employment Agreement – CEO

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

Employment Agreement – COO/Interim CFO

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

F-12

NOTE 5 – CONVERTIBLE NOTES PAYABLE

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

Schedule of outstanding
balance of convertible notes payable

December 31,

2025

December 31,

2024

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

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

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

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

13,942
393,942

Less current portion
(13,942 )
(138,942 )

Long term portion
$ –
$ 255,000

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

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

·
Upon request of the noteholder of Note A, the Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1st Incentive Shares) and the price per 1st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments) for the previous ten trading days.

·
The Company shall use its best efforts to file a registration statement registering the resales of the 1st Incentive Shares within 45 calendar days from the date hereof. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares.

·
Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days.

·
The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares.

F-13

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

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

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

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

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

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

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

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

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

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

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

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

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

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

F-14

NOTE 6 – EARNINGS (LOSS) PER SHARE

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

Schedule of computation
of basic and diluted net loss per share of common stock

For the Year Ended December 31,

2025
2024

Net loss attributable to common stockholders (basic)
$ (1,441,260 )
$ (764,655 )

Shares used to compute net loss per common share, basic and diluted
565,137,893
545,780,320

Net loss per share attributable to common stockholders, basic and diluted
$ (0.00 )
$ (0.00 )

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

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

Schedule of anti-dilutive shares

As of December 31,

2025
2024

Potentially issuable shares related to convertible notes payable and convertible preferred stock
1,688,880,181
764,494,742

Potentially issuable vested shares to directors, officers and advisors
100,000
8,300,000

Potentially issuable unvested shares to directors and officers
–
6,000,000

Total anti-dilutive common stock equivalents
1,688,980,181
778,794,742

NOTE 7 – RELATED PARTIES

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

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

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

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

F-15

NOTE 8 – STOCKHOLDERS' EQUITY

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

Common Stock

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

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

Stock Incentive Plans

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

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

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

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

F-16

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

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

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

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

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

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

Schedule of non-vested shares

2022 Stock Incentive Plan

Shares of

Common Stock

Weighted

Average

Exercise

Price

Authorized shares per the 2022 Plan – 20,000,000 shares

Balance - December 31, 2023
14,300,000
$ –

Awarded and issued
3,100,000
0.006146

Vested
(8,100,000 )
–

Forfeited
–
–

Balance – December 31, 2024 – (Vested)
9,300,000
$ 0.006146

Balance – December 31, 2024 – (Unvested)
6,100,000
–

Balance - December 31, 2024
9,300,000
$ 0.006146

Awarded
11,100,000
–

Vested
(14,300,000 )
0.006146

Forfeited
6,000,000
–

Balance – December 31, 2025 – (Vested)
100,000
$ 0.006146

Balance – December 31, 2025 – (Unvested)
–
–

F-17

Preferred Stock

Series A Supervoting Preferred Stock

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

· On November 5, 2025, the Company and Cliff Emmons,
CEO of the Company, mutually agreed to cancel 7,800 shares of Series A Preferred Stock owned by Mr. Emmons.

· On November 5, 2025, the Company and Mr. Mitta, independent Director of the Company, mutually agreed to cancel 12,000 shares of Series A Preferred Stock owned by Mr. Mitta.

· On November 5, 2025, the Company and Ms.
Karen McNemar, COO/Interim CFO of the Company, mutually agreed to cancel 6,045
shares of Series A Preferred Stock owned by Ms. McNemar.

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

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

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

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

Voting Rights:

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

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

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

Divided by:

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

F-18

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

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

Series B Convertible Preferred Stock Equity
Financing

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

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

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

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

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

F-19

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

·
115% of the stated value if the redemption takes place within 90 days of issuance

·
120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance

·
125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and

·
each share of Preferred Stock is redeemed one year from the day of issuance

November 19, 2020

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

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

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

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

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

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

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

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

F-20

December 16, 2020

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

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

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

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

December 20, 2021

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

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

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

F-21

February 7, 2022

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

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

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

March 24, 2022

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

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

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

F-22

November 17, 2022

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

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

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

August 24, 2023

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

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

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

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

F-23

April 16, 2024

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

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

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

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

October 3, 2024

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

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

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

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

F-24

Series C Convertible Preferred Stock

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

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

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

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

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

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

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

F-25

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

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

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

March 1, 2024

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

The Company recalculated the value of the derivative
liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability
and recorded a gain of $9,721 and a loss of $3,226 for the years ended December 31, 2025 and 2024, respectively. The Company recorded
$19,471 and $6,859 as preferred stock dividend expense for the years ended December 31, 2025 and 2024, respectively. The Company recorded
$26,330 and $6,859 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively. Derivative liability payable for
this transaction totaled $39,223 and $43,894 as of December 31, 2025 and 2024, and Series C Convertible Preferred Stock mezzanine liability
was $68,400 as of December 31, 2025 and 2024, respectively.

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

Series D Convertible Preferred Stock

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

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

F-26

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

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

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

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

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

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

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

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

F-27

March 21, 2025

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

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

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

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

April 10, 2025

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

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

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

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

F-28

May 14, 2025 - 1

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

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

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

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

May 14, 2025 - 2

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

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

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

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

F-29

October 30, 2025

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

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

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

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

December 2, 2025

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

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

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

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

F-30

Series E Preferred Stock

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

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

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

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

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

F-31

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

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

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

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

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

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

F-32

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

Schedule of change in the fair value of the derivative liabilities

Level 1

Level 2

Level 3

Balance at December 31, 2023

$
–

$
–

$
535,653

Additions to derivative liability

–

–

111,611

Change in the fair value of derivative liability

–

–

111,523

Balance at December 31, 2024

$
–

$
–

$
758,787

Balance at December 31, 2024

$
–

$
–

$
758,787

Additions to derivative liability

–

–

233,003

Change in the fair value of derivative liability

–

–

(40,258
)

Balance at December 31, 2025

$
–

$
–

$
951,532

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

Warrants

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

Schedule of warrant activity

Shares

Under

Warrants

Weighted

Average

Exercise Price

Weighted

Average

Remaining

Contractual Life

Outstanding at December 31, 2023
2,868,397
$ 0.00084
0.4 Years

Issued
–
–

Expired/Forfeited
(2,868,397 )
–

Outstanding at December 31, 2024
–
$ –
–

Outstanding at December 31, 2024
–
$ –
–

Issued
–
–

Expired/Forfeited
–
–

Outstanding at December 31, 2025
–
$ –
–

F-33

NOTE 9 – INCOME TAXES

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

Reconciliation of income tax
rate
2025
2024

US Federal statutory rate
$ 302,665
21.00%
$ 160,577
21.00%

Effects of:

State and local taxes, net of federal benefits
69,901
4.85%
33,722
4.85%

Other permanent items
(9,656 )
(0.67% )
3,364
0.44%

Change in valuation allowance
(362,910 )
25.18%
(197,663 )
26.29%

Tax expense at actual rate
$ –
0.00%
$ –
0.00%

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

Schedule of deferred tax assets and liabilities

December 31,

2025

December 31,

2024

Deferred tax assets:

Net operating loss carry forward

$
3,270,366

$
2,897,800

Total gross deferred tax assets

3,270,366

2,897,800

Less: valuation allowance

(3,270,366
)

(2,897,800
)

Net deferred tax assets

$
–

$
–

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

F-34

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

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

NOTE
10 – SUBSEQUENT EVENTS

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

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

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

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

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

Management evaluated all subsequent events through the date of filing.

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