AAPI 10-K & 10-Q changes, risk factors and insider trading

Our plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of the events can be successfully completed, that any such business will be identifiedidentified, or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders. We believe we are an insignificant participant among the firms that engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Given our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

OUR CASH REQUIREMENTS ARE SIGNIFICANT. THE FAILURE TO RAISE ADDITIONAL CAPITAL WILL HAVE A SIGNIFICANT ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND OUR OPERATIONS. Our business plan of developing, introducing and marketing our gaming platform will require a significant cash infusion. As stated elsewhere herein, we estimated thatestimate the costs to complete our business plan areat approximately $5,500,000. In addition, our ongoing annual expenses are approximately $2$5 to $3$6 million, excluding marketing. Therefore, we likely will need significant,significant additional capital until we achieve positive cash flow. As of December 31, 2024,2025, the Company reported net losses of $2,821,336.$6,407,709. In addition, as of December 31, 2024,2025, the Company had a working capital deficit of approximately $6,539,584$5,900,109 (of $4,210,127which $3,155,218 is due to related parties) with cash on hand of approximately $42,167$55,938 Our auditor’s report for the December 31, 2024,2025, year-end period includes an explanatory paragraph to their audit opinion stating that our recurring losses from operations and working capital deficiency raise substantial doubt about our ability to continue as a going concern. Currently, we do not have sufficient financial resources to fund our business plan. Therefore, we need additional financing to continue these operationsoperations, and as mentioned, we may need significant additional capital to achieve positive cash flow.

We believe that our existing capital resources are inadequate to enable it to execute its business plan. As of the date of this filing, we have closed our private placement at $0.25$0.25, and we raised a total of $2,744,900.$3,023,397. We expect to continue to raise funds through the private placement of our capital stock. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We estimate we will require additional cash resources during fiscal 2025 and beyond based on our current operating plan and condition. If we fail to generate positive cash flow or obtain additional financing,financing when required, we may have to modify, delay, or abandon some or all of our business plans.

OUR NEED FOR CAPITAL WILL CREATE ADDITIONAL RISKS AND CREATE POTENTIAL SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS. As mentioned above, we will need to raise additional, perhaps significant, capital in the future. These capital expenditures are intended to be funded from third-party sources and from affiliates if available, including the incurring of debt (which may be converted into common stock) and/or the sale of additional equity securities. As of the date of this filing, the Company is indebted to certain affiliates in the amount of approximately $4,210,127 .$3,155,218. This debt is due on demand, and the Company cannot repay its existing debt. To the extent that this debt is converted to common stock, the conversion of this debt will cause additional dilution to existing shareholders, which may be substantial. In addition, the sale of additional equity securities or the sale and conversion of other debt will likewise be dilutive to the interests of current equity holders, and such dilution may be substantial. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to the Company or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on the business, financial condition, and operating results of the Company.

WE HAVE INCURRED NET LOSS IN THE PAST AND WE MAY CONTINUE TO EXPERIENCE LOSSES IN THE FUTURE. As stated above, we incurred a net loss of approximately $2,821,336$6,407,709 for the annual periodyear ended December 31, 2024.2025. We cannot assure you that we will be able to generate net profits or positive cash flow from operating activities in the future. Our ability to achieve and maintain profitability will depend in large part on our ability to, among other things, continue to develop our gaming and sports betting platform in a cost-effective manner, sequentially increase the number of users during a short period of time, and optimize our cost structure. We may not be able to achieve any of the above. We intend to continue to invest heavily in our fulfillment infrastructure and technology platform in the foreseeable future to support an even more carefully curated selection of products and offer additional value-added services. As a result of the foregoing, we believe that we may incur net losses in the future.

THE ADMINISTRATIVE COSTS OF PUBLIC COMPANY REGULATORY COMPLIANCE COULD BECOME BURDENSOME AND CONSUME A SIGNIFICANT AMOUNT OF OUR CASH RESOURCES WHICH COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS. We will incur significant costs and expenses in connection with assuring compliance with all laws, rules, and regulations applicable to us as a public company. We anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately $300,000 to $500,000 annually. Our reporting and compliance costs and expenses may increase substantially if we are able to deploy our business model on an international basis, which will add significant cross-border jurisdictional complexity to our regulatory compliance and our accounting controls and procedures. Our compliance costs and expenses could also increase substantially if we apply to trade our securities on a national stock exchange, which may have listing requirements that engender additional administration and compliance costs. We have assigned a high priority to establishing and maintaining controls, procedures, corporate compliance, and public company reporting; however, there can be no assurance that we will have sufficient cash resources to satisfy our public company reporting and compliance obligations. If we cover the cost of proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines, and penalties, our stock could be barred from trading in public capital markets, and we may have to cease doing business INABILITY TO MAINTAIN OPERATIONAL INFRASTRUCTURE AND SYSTEMS. We understand that there are several challenges related to our infrastructure that we are going to face in future. The main challenges are computing platforms, data acquisition, computecomputer provisioning and management, data storage architectures, data analytics, and networks and communication. Some challenges that we may face in the future such as:

WE HAVE LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS AND PROSPECTS. We commenced operations in late 2021 and have a limited operating history. However, our historical performance may not indicate of our future growth or financial results. Our growth may slow down or become negative, and revenues may decline for several possible reasons, some of which are beyond our control, including decreasing consumer spending, increasing competition, declining growth of our overall market or industry, the emergence of alternative business models, changes in rules, regulations, government policies or general economic conditions. It is difficult to evaluate our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in rapidly evolving markets may be exposed. You should consider our prospects in light of the risks and uncertainties that companies with a limited operating history may encounter.

WE RELY ON AGREEMENTS WITH ALL OF OUR SOFTWARE PROVIDERS. All of our software provider agreements for the development of our platform and apps grant us a license to use the platform and apps during the term of the respective agreement. These agreements call for a payment to the provider either a fixed monthly fee or a royalty type payment based on our revenues. In addition, the agreements can be terminated by either party with written notice after a period of time, usually a year. If for any reason, an agreement is terminated, including a monetary default, we may be unable to provide a substitute software provider in a timely manner to replace the outgoing platform or app. In addition, if we are required to enter into a new agreement with a replacement vendor, we may be required to invest a significant amount of additional capital to fully develop that application. These events could have a materialmaterially adverse impact on our business and operations.

OUR BUSINESS IS SUBJECT TO A VARIETY OF U.S. LAWS, MANY OF WHICH ARE UNSETTLED AND STILL DEVELOPING, AND WHICH COULD SUBJECT IT TO CLAIMS OR OTHERWISE HARM ITS BUSINESS. ANY CHANGE IN EXISTING REGULATIONS OR THEIR INTERPRETATION, OR THE REGULATORY CLIMATE APPLICABLE TO OUR PRODUCTS AND SERVICES, OR CHANGES IN TAX RULES AND REGULATIONS OR INTERPRETATION THEREOF RELATED TO ITS PRODUCTS AND SERVICES, COULD ADVERSELY IMPACT ITS ABILITY TO OPERATE ITS BUSINESS AS CURRENTLY CONDUCTED OR AS IT SEEKS TO OPERATE IN THE FUTURE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON ITS FINANCIAL CONDITION AND RESULTS OF OPERATIONS. We are generally subject to laws and regulations relating to gaming and online sports betting in the jurisdictions in which we conduct our business, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal information, tax, and consumer protection. These laws and regulations vary by jurisdiction and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes, and climates, as well as personal biases, may have a material impact on our operations and financial results. Some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable that to happen. The regulatory environment in any jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations. For example, in 2018, the U.S. Department of Justice (“DOJ”), reversed its previously issued opinion published in 2011, which stated that interstate transmissions of wire communications that do not relate to a “sporting event or contest” fall outside the purview of the Wire Act of 1961 (“Wire Act”). The DOJ’s updated opinion concluded instead that the Wire Act was not uniformly limited to gaming relating to sporting events or contests and that certain of its provisions apply to non-sports-related wagering activity. In June 2019, a federal district court in New Hampshire ruled that the DOJ’s new interpretation of the Wire Act was erroneous and vacated the DOJ’s new opinion. The DOJ appealed the decision of the district court to the U.S. Court of Appeals for the First Circuit, which reaffirmed the district court’s decision on January 20, 2021. If such a ruling were to be appealed to the U.S. Supreme Court, an adverse ruling or other disposition of the case by the U.S. Supreme Court could impact our ability to engage in online internet gaming in the future.

Future legislative and regulatory action, and court decisions, or other governmental action may have a material impact on our operations and financial results. Governmental authorities could view us as having violated local laws and us as violating local laws despite our efforts to obtain all applicable licenses or approvals. There is also the risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors public entities or incumbent monopoly providers, or private individuals, could be initiated against OUR GROWTH PROSPECTS DEPEND ON THE LEGAL STATUS OF REAL-MONEY GAMING IN VARIOUS JURISDICTIONS, AND LEGALIZATION MAY NOT OCCUR IN AS MANY STATES AS WE EXPECT OR MAY OCCUR AT A SLOWER PACE THAN WE ANTICIPATE. ADDITIONALLY, EVEN IF JURISDICTIONS LEGALIZE REAL MONEY GAMING, THIS MAY BE ACCOMPANIED BY LEGISLATIVE OR REGULATORY RESTRICTIONS AND/OR TAXES THAT MAKE IT IMPRACTICABLE OR LESS ATTRACTIVE TO OPERATE IN THOSE JURISDICTIONS OR THE PROCESS OF IMPLEMENTING REGULATIONS OR SECURING THE NECESSARY LICENSES TO OPERATE IN A PARTICULAR JURISDICTION MAY TAKE LONGER THAN WE ANTICIPATES, WHICH COULD ADVERSELY AFFECT ITS FUTURE RESULTS OF OPERATIONS AND MAKE IT MORE DIFFICULT TO MEET ITS EXPECTATIONS FOR FINANCIAL PERFORMANCE. Several states have legalized or are currently evaluating the legalization of real money gaming, and our business, financial condition, results of operations, and business prospects are significantly dependent upon the legalization status in these states. Our business plan is partially based upon the legalization of real money gaming in additional statesstates, and the legalization may not occur as anticipated. Additionally, if a large number of additional states or the federal government enact real money gaming legislation and we are unable to obtain, or are otherwise delayed in obtaining, the necessary licenses to operate online sports betting in U.S. jurisdictions where such games are legalized, our future growth in online sports betting could be materially impaired.

Therefore, even in cases in which a jurisdiction purports to license and regulate sports betting, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and, at times, may be intended to provide incumbent operators with advantages over new licensees.licenses. Therefore, some “liberalized” regulatory regimes are considerably more economically viable than others.

Any real money gaming license could be revoked, suspended or conditioned at any time. The loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of its offerings in the impacted jurisdictions. We may be unable to obtain or maintain all necessary registrations, licenses, permits, or approvals, and we could incur fines or experience delays related to the licensing process, which could adversely affect its operations. Our delay or failure to obtain or maintain licenses in any jurisdiction may prevent it from distributing its offerings, increasing its customer base and/or generating revenues. We cannot guarantee that it will be able to obtain and maintain the licenses and related approvals necessary to conduct its iGaming and online sports betting operations. Any failure to maintain or renew Our existing licenses, registrations, permits or approvals could have a material adverse effect on its business, financial condition, results of operations and business prospects.

WE WILL NEED TO RAISE ADDITIONAL CAPITAL. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL. As stated elsewhere herein, we will need to raise substantial additional capital to fund our ongoing operations. We have limited cash on hand and working capital. To secure additional financing, we may need to borrow money or sell more securities. Under the current circumstances, we may be unable to secure additional financing on favorable terms, if available at all.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTERESTS DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK WHICH COULD BE MATERIALLY ADVERSE TO THE VALUE OF OUR COMMON STOCK. As of the date of this filing, we had 219,715,851219,784,477 shares of our common stock issued and outstanding. We are authorized to issue up to 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. Our Board of Directors may authorize the issuance of additional common or preferred shares under applicable state law without shareholder approval. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes, including the satisfaction of outstanding debt to affiliates and others. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock. If we need to raise additional capital, it may be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders may be diluted, and such equity securities may have rights, preferences, or privilegesprivileges, or senior or more advantageous to our common stockholders.

The following discussion should be read in conjunction with the consolidated, audited financial statements of the Company for the annual periods ended December 31, 2024,2025, and December 31, 2023,2024, that appear elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences includeinclude, but are not limited toto, those discussed below and elsewhere in this annual report.

AiS has been engaged in the development of a digital sports betting and gaming platform. Our platform, when complete, will provide users with sports bettingcontent, racing, and livesports contentbetting, and sport streaming solutions. OurWe aim is to create excitement and engagement and deliver the best experiences that enhance sports fandom. Users can access our products via multiple devicesdevices, including the web and mobile devices.

WeAiS is seeking an Online Bookmaking License in Australia through the Northern Territory Racing Commission, which will enable racing and sports betting throughout the country, one of the most mature legal betting markets in the world. In addition, we are licensed in North Dakota as an (ADW) provider, subject to completion of the TRPB examination, which will allow us to provide pari-mutuel betting on racing in North Dakota and up to an additional 20 states that do not have specific regulations. NFL and other sports bets in the US are regulated separately from racing wagering. We will seek market access licenses for several states that offer sports betting licenses over a three-year timeline.

Our address is 100 Spectrum Center Dr., Suite 900, Irvine, CA 92612,92618, and our phone number is (949) 247-4210. We also maintain satellite offices at offices at Level 1, Paspalis Centrepoint, 48-50 Smith Street Mall, Darwin NT 0800 Australia and Lonsdale Street, Level 7, Melbourne, Australia 3000. In addition, as mentioned, we have two websites (which do not form a part of thisthese filings): www.appleisports.comappleisports.com in the U.S. and www.appleisports.com.au in Australia.

During the fiscal years that ended December 31, 20242025 and 2023,2024, wethe Company had $2,821,336no and $3,678,323, respectively in losses from operations for the reasons discussed above.revenues.

As of December 31, 2025, and 2024, the Company had a working capital deficit of $6,539,584$5,900,109 comparedand with$6,539,584, a working capital deficit of $5,307,174 as of December 31, 2023.respectively. The increasedecrease in the working capital deficit is primarily adue result ofto an increase in accounts payable and accrued expenses during the yearsyear ended December 31, 2024.2025. The Company received funds from private placements (See Net Cash Provided Byby Financing Activities below) during the year ended December 3131, 2024, which enabledcaused the slight reduction of thesethe expenses.deficit.

The Company cancannot provide no assurance that it canwill continue to satisfy its cash requirements for at least the next twelve months. The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31, 20242025, and 20232024:

During the yearsyear ended December 31, 2025, the Company had a receivable of $600 for proceeds owed by a vendor. By comparison, in the year ended December 31, 2024, the Company loaned $80,000 to SeaPort, Inc., an unaffiliated third party. By comparison, in the years ended 2023, the Company had no cash flows from investing activities.

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenuesrevenues, and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our resultsresults, which are found in Note 13 – Summary of Significant Accounting Policies and Basis of Presentation of the accompanying consolidated financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

In order toTo fully implement our business plan, we will require a total of $5,500,000 in public or private funds to be allocated during theover next 12 months. The estimated cost breakdown is as follows:

Legal and regulatory includes legal and audit fees in connection with the Company’s filings with the Securities and Exchange CommissionCommission, as well as supporting applications for ADW and sports betting licenses in various U.S. states.

Administration and compensation includesinclude administrative overhead and salariesofficers’ to officers.salaries.

If we are unable to raise the entirety of the required fundsfunds, $5,500,000, we will have to curtail our operations. If we receive $1,500,000$1,000,000 in funding, we will allocate such funds as follows;

We expect to generate gaming revenues from the rollout of our racing Sportsbook in Australia. We also expect to generate advertising revenue from the rollout of our Live Content Sports Streaming in Australia and all states of the U.S.Streaming. At this time, we cannot predict the level of income from the projected revenue sources.

Certain statements made in this quarterly report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regardingin regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this quarterly report will prove to be accurate. ConsideringIn light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the registrant or any other person that the objectives and plans of the registrant will be achieved.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.

The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include,include but are not limited to,to those discussed below and elsewhere in this annual report.

AiS has been engaged in the development of a digital sports bettingwagering and gaming platform.platforms. Our intended platform, when complete, will provide users with sports content, racing, and sports betting, and sport streaming solutions. We aim to create excitement and engagement and deliver the best experiences that enhance sports fandom. Users canwill be able to access our products via multiple devices, including the web and mobile devices.

Our address is 100 Spectrum Center Dr., Suite 900, Irvine, CA 92612,92618, and our phone number is (949) 247-4210. We also maintain satellite offices at Level 1, Paspalis Centrepoint, 48-50 Smith Street Mall, Darwin NT 0800 Australia, and Lonsdale Street, Level 7, Melbourne, Australia 3000. In addition, as mentioned, we have two websites (which do not form a part of these filings): www.appleisports.comappleisports.com in the U.S. and www.appleisports.com.au in Australia.

For the NineThree Months Ended SeptemberMarch 30,31, 2025,2026 Compared to the NineThree Months Ended SeptemberMarch 30,31, 20242025.

During the Ninequarters Monthsended EndedMarch September31, 30, 2025,2026 and 2024,2025, the Company had no revenues.

During the three monthsquarters ended SeptemberMarch 30,31, 2025,2026 and 2024,2025, the Company had total operating expenses of $2,238,807$437,119 and $723,929,$3,196,629, respectively. During the three monthsquarter ended SeptemberMarch 30,31, 2026, operating expenses consisted of consulting, and professional fees of $376,638, and selling, general, and administrative expenses of $60,481. During the quarter ended March 31, 2025, operating expenses consisted of corporate expenses of $137,256,$131,772, consulting, and professional fees of $2,058,803,$3,033,876, and selling, general,general and administrative expenses of $42,748.$30,981. DuringThe the86% threedecrease months ended September 30, 2024,in operating expenses consistedfor ofthe corporatecurrent expensesquarter ofover $185,410,the consulting,prior quarter is primarily due to a decrease in consulting and professional fees of $421,759, and selling, general, and administrative expenses of $116,760. The 217% increase is primarily related to an increasedecrease in compensation expenses of $1,807,148$250,000 from stock options which were granted during the quarter compared to $2,566,695 from the stock options which were granted during the threequarters months.ended March 31, 2025. See Notenote 910 ofStock Plans to the unaudited financial statements included herein for additional detail on the stock incentive plan. This was offset by the decrease in marketing-related expenses until the Company moves closer to the Go Live date.plans.

During the three monthsquarters ended SeptemberMarch 30,31, 2025,2026, and 2024,2025, we had $13,031$21,663 and $20,756,$8,981 respectively, in interest expense attributable to related party debt, net of interest income. The significant decreaseincrease in interest expense is attributable to the increase in interest expense for the PhilBook Pty loan. This was offset by a decrease related to the conversion of the related party Cres loan on January 9, 2025, which resulted in a reduction of interest expense for the three months.2025.

During the three monthsquarters ended SeptemberMarch 30,31, 2025,2026, and 2024,2025, we had a net loss of $4,513,412$385,221 and $748,760,$3,191,732, respectively, for the reasons discussed above.

As of SeptemberMarch 30,31, 2025,2026, the Company had a working capital deficit of $6,073,549$6,213,294 compared with a working capital deficit of $6,124,806$5,900,109 as of December 31, 2024.2025. The decreaseincrease in working capital deficit is primarily a result of aan decreaseincrease in related party loans for the Ninethree Monthsmonths Endedended SeptemberMarch 30,31, 2025, due to the conversion of certain outstanding related party loans.2026.

The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months. The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the Ninequarters Monthsended EndedMarch September31, 30, 2025,2026 and 20242025:

During the Ninequarter Monthsended EndedMarch September31, 30, 2025,2026, the Company incurred a net loss of $8,251,741$385,221 which after adjusting for decrease in goods and services tax receivable of $41,416,$6,492, foreign exchange gain of $141,394,$73,661, accruedLoss payrollon ofinvestment $92,095, and prepaid and other assets of $4,060 offset by an$100, increase in accounts payable and accrued expenses of $320,493,$118,453, accounts payable and accrued expenses to related parties $264,111,$140,805, accrued interest to related party of $33,385,$11,067, accrued interest income of $2,992,$986, accrued interest expense of $9,496, prepaid and another increase in Depositsassets of $149,900$4,005, deposits of $11,445, accrued payroll of 28,449, along with stock based compensation of $1,807,148, and issuance costexpense of $2,240,042$250,000 resulted in net cash of $3,935,587$173,360 being used in operating activities during the period. By comparison, during the Ninequarter Monthsended EndedMarch September31, 30, 2024,2025, the Company incurred a net loss of $2,012,474$3,191,732 which after adjusting for decreasesdecrease in goods and services tax receivable of $22,369, accrued payroll of $236,924,$46,039, foreign exchange gain of $3,124,$13,878, increase in accounts payable and accrued expenses of $415,675,$130,009, accounts payable and non cashaccrued expenses fromto stockrelated issuanceparties modification$66,485, accrued payroll of $80,000 increase in accrued interest of $1,990, in$93,316 accrued interest to related party of $60,701,$9,158, accrued interest income of $986, prepaid and other assets of $16,120,$4,161 depositsalong with stock based compensation expense of $39,512, and forgiveness of debt of $658,533$2,566,695 resulted in net cash of $1,909,836$477,365 being used in operating activities during the period. The primary cause for the year-over-yearyear over year change in operating activities was related to the increase in expenses related to stock-basedstock based compensation for the company’s stock incentive plan. Additionally, there was an increase in liabilities related to common stock that were subscribed but not issuedplan during the ninequarter months.ended ThisMarch was31, offset by forgiveness of debt for intellectual property from the prior year.2025.

During the Ninequarter Monthsended EndedMarch September31, 30, 2025,2026, the Company incurred $3,903,199$117,683 from financing activities by way of an increase of $162,409 from payments to related parties’ loans payable, offset by $1,220,409 of proceeds$117,683 from related partiesparty loans payable, $2,845,199 from stock issuances.loans. By comparison, during the Ninequarter Monthsended EndedMarch September31, 30, 2024,2025, the Company received $1,944,271$588,008 from financing activities by way of $599,371$358,179 in related party loans, $278,504 from proceedsstock issuances, offset by a decrease of $48,675 from loans payablepayments from related parties,party net, $1,344,900 from stock issuances.loans. The year-over-yearyear over year changes were primarily related to the issuancepartial conversion of sharesa ofrelated party loan to common stock.

The Company does not have any off-balance sheet arrangements that have or are likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that areis material to investors.

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are likely to have a material impact on the financial condition or results of operations of the Company. We identified that the assumptions and estimates associated with the valuation of stock option grants areas a critical accounting estimate. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results,results which are found in Note 3 – Summary of Significant Accounting Policies and Basis of Presentation of the accompanying condensed consolidated financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.