Note 1 – Nature of Business and Significant Accounting Policies

Note 2 – Going Concern

As shown in the accompanying unaudited consolidated financial statements, as of March 31, 2026, the Company had negative working capital of $1,338,365, accumulated recurring losses of $24,692,079, and $82,200 of cash on hand, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Related Party Transactions

During the three and six months ended March 31, 2026 and 2025 the Company incurred compensation expense of $30,000 and $60,000, respectively for services provided by the sole officer which are recorded in general and administrative expenses in the accompanying consolidated statement of operations. As of March 31, 2026, $140,000 was owed to the sole officer for services provided. As of March 31, 2026, the Company has accrued a total of $7,401 in reimbursable expenses owed to the sole officer.

During the six months ended March 31, 2026 and 2025, the Company accrued fees of $10,000 for services provided by its directors. As of March 31, 2026, the Company has accrued a total of $37,500 in fees for services provided by its directors.

During the six months ended March 31, 2026, the Company granted 2,000,000 shares of its common stock to the sole officer as compensation for services performed with a fair value of $48,800.

The transactions described above involve compensation and reimbursable expenses provided to members of management. These transactions may not have been conducted on an arms-length basis.

Note 4 – Note Receivable

On various dates between December 28, 2018 and June 13, 2019, we loaned Northwest Analytical Labs, Inc. a total of $95,000. The loans bear interest at an annual rate of 10%, are evidenced by secured demand notes, and are secured by a lien on the borrower’s assets. An allowance for doubtful accounts for the full value of the notes was recorded prior to October 1, 2024, due to the uncertainty of collectability.

On December 8, 2022 (the “Transaction Date”), the Company entered into an Asset Purchase Agreement with Invictus Wealth Group (“Invictus”), whereby the Company agreed to sell certain collateralized equipment to Invictus for a total purchase price of $900,000. The purchase price consisted of an upfront payment of $275,000, and a note receivable (the “Invictus Note”) in the amount of $625,000. The Invictus Note originally had a maturity date of December 31, 2023, accrued interest at a rate of 10% per annum, and provided for principal payments of $100,000 each due on June 30, 2023 and September 30, 2023, with the final payment of $425,000 due on December 31, 2023. As of June 30, 2023, the Company received the full down payment of $275,000. In April 2023, the Invictus Note was amended and restated to extend the maturity date to March 31, 2024, with principal payments of $100,000 each due on September 30, 2023 and December 31, 2023, with the final payment of $425,000 due on March 31, 2024. Subsequent to December 31, 2023, the Company amended the Invictus Note for a second time to extend the maturity date to December 31, 2025, with principal payments of $50,000 each due on June 30, 2024, September 30, 2024 and December 31, 2024, $100,000 due on March 31, 2025 and June 30, 2025, $125,000 due on September 30, 2025, with the final payment of $216,780 due on December 31, 2025. As of the date of this Quarterly Report on Form 10-Q, the Company has received the upfront payment of $275,000 and $124,000 of payments from Invictus under the Invictus Note. In the event the Company receives no further payments from Invictus, the Company may seek to repossess the equipment as allowed under the agreement.

The Company has recorded a full allowance against the Invictus Note.

Note 5 – Fixed Assets

For the three months ended March 31, 2026 and 2025, the Company recorded depreciation expense of $3,719 and $1,835, respectively. For the six months ended March 31, 2026 and 2025, the Company recorded depreciation expense of $5,742 and $3,247, respectively.

Note 6 –Notes Payable

The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $5,383 and $1,266 for the three months ended March 31, 2026 and 2025, respectively. The Company recorded interest expense pursuant to the stated interest rates on the notes payable in the amount of $10,907 and $1,773 for the six months ended March 31, 2026 and 2025, respectively.

During the three and six months ended March 31, 2026 the Company recorded debt amortization expense attributed to the debt discount on its notes payable in the amounts of $23,119 and $38,670, respectively. Unamortized discount as of March 31, 2026 is $36,659.

As of March 31, 2026 and as of the date of this filing, none of the above notes are in default. The secured notes are secured by the assets of the Company.

Note 7 - Convertible Notes Payable

The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $25,770 and $21,393 for the three months ended March 31, 2026 and 2025, respectively. The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $52,246 and $43,261 for the six months ended March 31, 2026 and 2025, respectively.

During the three and six months ended the Company recorded debt amortization expense attributed to the debt discount on its notes payable and convertible notes payable in the amounts of $23,494 and $39,420, respectively. Unamortized discount as of March 31, 2025 is $38,659.

As of March 31, 2026 and as of the date of this filing, none of the above notes are in default. The secured convertible notes are secured by the assets of the Company.

Note 8 – Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 70,000,000 shares of preferred stock with a par value of $0.001 per share, of which 6,000,000 have been designated as Series A Convertible Preferred Stock (“Series A Preferred”), 1,500,000 have been designated as Series B Convertible Preferred Stock (“Series B Preferred”), 1,000 shares have been designated as Series C Preferred Stock (“Series C Preferred”), and 60,000,000 shares have been designated as Series D Preferred Stock (“Series D Preferred”), with the remaining 2,499,000 shares available for designation from time to time by the Board as set forth below. As of March 31, 2026, there were 1,047,942 shares of Series A Preferred issued and outstanding, 333,600 shares of Series B Preferred issued and outstanding, 1,000 shares of Series C Preferred issued and outstanding, and 700,313 shares of Series D Preferred issued and outstanding. Our board of directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Each share of Series A Preferred is currently convertible into five shares of common stock, each share of Series B Preferred is currently convertible into twenty-five shares of common stock and each share of Series D Preferred is currently convertible into one share of common stock. The Series C Preferred is not convertible into common stock.

Series A Preferred

The conversion price is adjustable in the event of stock splits and other adjustments in the Company’s capitalization, and in the event of certain negative actions undertaken by the Company. At the current conversion price, the 1,047,942 shares of Series A Preferred outstanding at March 31, 2026 are convertible into 5,239,710 shares of the common stock of the Company. No holder is permitted to convert its shares of Series A Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

Additional terms of the Series A Preferred include the following:

Series C Preferred

The Series C Preferred stock was designated on July 20, 2022. The principal feature of the Series C Preferred is that it provides the holder thereof, so long as he or she is an executive officer of the Company, with the ability to vote with the holders of the Company’s common stock on all matters presented to the holders of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000 votes for each share of Series C Preferred. The shares of Series C Preferred are not convertible into common stock, are not entitled to dividends, are not subject to redemption, and have a stated value of $0.10 per share payable on any liquidation of the Company in preference to any payment payable to the holders of common stock.

Additional terms of the Series C Preferred include the following:

Series D Preferred

The Series D Preferred ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, junior to the Series A Preferred and Series B Preferred and senior to the Series C Preferred and all classes or series of common stock. The terms of the Series D Preferred do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or senior in rank to the shares of Series D Preferred as to distribution rights and rights upon our liquidation, dissolution or winding up.

The shares of Series D Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock, the Series D Preferred will be entitled to dividends based on the number shares of common stock into which the Series D Preferred may then be converted.

The liquidation preference for each share of Series D Preferred is $0.20. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series D Preferred will be entitled to receive out of the assets of the Company available to its stockholders before any payment is made to the holders of shares of common stock or other classes of shares of the Company ranking junior to the Series D Preferred, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (if declared) to, but not including, the date of payment with respect to such shares. After the payment to the holders of the Series D Preferred of the amount payable to them as above provided, they shall not be entitled to share in any further distribution of the assets or property of the Company.

The shares of Series D Preferred have no maturity date, and the Company is not required to redeem shares of Series D Preferred at any time. Accordingly, the shares of Series D Preferred will remain outstanding indefinitely, unless otherwise converted at the option of the holder thereof or pursuant to a mandatory conversion described below.

At any time after issuance, each share of Series D Preferred is convertible into one share of common stock at the option of the holder. At any time after issuance upon the occurrence of any of the following events, the Company shall have a right to direct the mandatory conversion of the Series D Preferred: (a) a change in control, or (b) if the closing price of the common stock closes at or above $0.40 per share for 10 consecutive trading days.

Holders of Series D Preferred generally have no voting rights. However, certain material and adverse changes to the terms of the Series D Preferred cannot be made without the affirmative vote of holders of at least a majority of the outstanding shares of Series D Preferred, voting as a separate class.

Regulation A Offering

On June 30, 2025, the Securities and Exchange Commission (the “SEC”) declared effective the Company’s offering statement on Form 1-A (the “Offering Statement”) filed pursuant to Tier 2 of Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). On July 1, 2025, the Company commenced a public offering on a “best-efforts” basis of up to a maximum of 50,000,000 units (the “Units”), at a public offering price of $0.20 per Unit. Each Unit consists of (i) one share of our Series D Preferred stock, and (ii) one Common Stock Purchase Warrant (each, a “Warrant”) to purchase one share of our common stock, par value $0.001 per share (the “Common Stock”), for a maximum aggregate offering amount of $10,000,000 (the “Maximum Offering Amount”), plus up to an additional 10,000,000 Bonus Shares (as described in the Offering Statement). The minimum initial investment amount per investor is $1,000 for 5,000 Units. Additionally, investors are required to pay a transaction fee to the Company at the time of subscription to help offset transaction costs equal to 2.0% of the subscription price per Unit, up to a maximum of $100.00 (the “Transaction Fee”), representing a total minimum investment of $1,020.

The Units have no stand-alone rights and are not certificated or issued as stand-alone securities. The Warrants became exercisable on the 180th day following the qualification date of the offering and will remain exercisable for a period of 18 months thereafter. Each Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $0.30 per share. The shares of Series D Preferred stock and the Warrants comprising each Unit are immediately separable upon issuance and will be issued separately, but must be purchased together as a Unit in the offering.

On November 6, 2025, the Company filed a supplement to the Offering Statement pursuant to Rule 253(g)(2) under the Securities Act to reflect an increase in the public offering price per Unit from $0.20 to $0.21.

During the six months ended March 31, 2026, the Company sold 310,063 shares of Series D Preferred shares and 310,063 warrants to purchase shares of common stock for net proceeds of $57,485 under the Offering Statement. In addition, the Company amortized $2,297 of deferred offering costs against the proceeds during the six months ended March 31, 2026.

Common Stock

The common stock has a par value of $0.001, and 880,000,000 shares were authorized as of March 31, 2026, of which 163,895,977 shares were issued and outstanding.

During the six months ended March 31, 2026, the Company issued 2,000,000 shares of common stock to the sole officer. The shares were valued at the closing price on the date of issuance for an aggregate value of $48,800.

During the six months ended March 31, 2026, the Company issued 6,400,000 shares of common stock to outside consultants. The shares were valued at the closing price on the date of issuance for an aggregate value of $152,600.

During the six months ended March 31, 2026, the Company issued 8,374,152 shares common stock upon the conversion of $90,000 of principal on notes payable.

Note 9 – Mezzanine Equity

Series B Preferred

The shares of Series B Preferred were designated on December 29, 2021. Each share of Series B Preferred has a stated value of $1.00 and is currently convertible into common stock at a conversion price equal to $0.04. The conversion price of the Series B Preferred is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the common stock, and in the event of the issuance of common stock by the Company below the conversion price, subject to customary exceptions. At the current conversion price, the 333,600 shares of Series B Preferred outstanding at December 31, 2025 are convertible into 8,340,000 shares of the common stock of the Company. No holder is permitted to convert its shares of Series B Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

Additional terms of the Series B Preferred include the following:

Due to the change in control provision of the Series B Preferred, the Series B Preferred is classified as temporary equity on the unaudited consolidated balance sheets.

Note 10 – Common Stock Options

Stock Incentive Plan

On June 21, 2016, we amended and restated our 2012 Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012, and terminated on March 5, 2022. As amended, the 2012 Plan provided for the issuance of up to 11,500,000 shares of common stock pursuant to the grant of options or other awards, including stock grants, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. Options granted under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant.

Common Stock Option Issuances

There were no issuances of common stock options during the six months ended March 31, 2026.

Amortization of Stock-Based Compensation

A total of $16,731 and $0 of stock-based compensation expense was recognized during the six months ended March 31, 2026 and 2025, respectively, as a result of the vesting of common stock options issued in prior periods. As of March 31, 2026 no additional amounts of unamortized expense remains to be amortized over the vesting period.

As of March 31, 2026, these options in the aggregate had $46,890 of intrinsic value for the outstanding and exercisable options, based on the per share market price of $0.027 of the Company’s common stock as of such date was greater than the weighted-average exercise price of some of these options.

Note 11 – Common Stock Warrants

Warrants to purchase a total of 17,974,312 shares of common stock were outstanding as of March 31, 2026.

As of March 31, 2026, these warrants in the aggregate had $278,243 of intrinsic value as the per share market price of $0.027 of the Company’s common stock as of such date was greater than the exercise price of certain warrants.

Note 12 – Leases

On May 6, 2024, the Company entered into a lease to lease its operating and office facility under a non-cancelable real property lease agreement that expires on May 31, 2026. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Note 13 – Commitments and Contingencies

Legal Contingencies

There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.