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

The Company borrows funds from the Company’s CEO for working capital purposes from time to time. The Company has recorded the principal balance due of $9,627$0 and $9,102$9,627 under short term note payable in the accompanying Balanceconsolidated Sheetsbalance sheets at December 31, 20242025 and 2023, 2024, respectively. The Company received no advances of $1,025 and $9,102 and had no repayments of $500 and $0 for the years ended December 31, 20242025 and 2023,2024, respectively. The advance from our CEO was not made pursuant to any loan agreements or promissory notes, are interest bearing at 10% per annum and due on demand. On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holders.

On January 15, 2025, the Company granted 1,500,000 a total of 3,000,000 warrants to purchase 1,500,0003,000,000 shares of the Company’s common stockstock, with 1,500,000 warrants granted to each of Mr. Patrick Adams, the Company’s Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued totalingat $134,902$171,239 (based on the Black ScholesBinomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $115,385 and $0 under stock-based compensation – related parties in the consolidated statements of operations.

On December April1, 3, 2023,2025, the Company granted 3,333,333 a total of 300,000 warrants to purchase 3,333,333300,000 shares of the Company’s common stockstock, with 150,000 warrants granted to JimMr. Holt,Patrick Adams, the Company’s previousActing CEO,CEO and 150,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $1,597,635 $11,445 (based on the Black ScholesBinomial valuation model on the date of grant). TheEach optionsof the option grants are exercisable for a period of sevenfive years at $0.03$0.10 per share in whole or in part and vest immediately. OnDuring the years ended December 13,31, 2023,2025 Mr.and Holt, entered into a cancellation agreement whereby a total of 100,000 warrants, valued at $45,763 (based on2024, the BlackCompany Scholesrecognized valuation$11,445 modeland on$0 under stock-based compensation – related parties in the consolidated datestatements of grant) have vested with the remaining 3,233,333 warrants cancelled. The warrants are exercisable for a period of three years at $0.03 per share in whole or in part and vest immediately.operations.

For the years ended December 31, 20232025 and 2022, 2024, we had norevenues revenues.of $221,765 and $0, respectively, as a result of our acquisition of Toone.

Operating expenses decreasedincreased by $133,728,$626,331, or 58.1%, 649.0%, to $96,513$722,844 for year ended December 31, 20242025 from $230,241$96,513 for the year ended December 31, 2023 2024 primarily due to a decreaseincreases in stock based compensation – related parties of $76,111,$137,309, researchwarrants andissued developmentfor services of $67,183, professional fees of $100,505, compensation costs of $1,500,$153,785, consulting fees of $32,966,$43,900, insurancerent costs of $20,492,$28,654, andamortization depreciationcosts costs of $17,250,$37,917, offsetcredit partially by professionalcard fees of $4,296,$16,534, travelmarketing costsexpenses of $6,394,$1,990, and general and administration costs of $3,901$49,036, offset partially by decreases in travel costs of $2,479 and bad debt of $8,003, primarily as a result of reorganizing our administrativeacquisition infrastructure.of Toone.

For the year ended December 31, 2023,2025, we had research andmarketing development costsexpenses of $1,500,$1,990, warrants issued for services of $67,183, stock based compensation - related parties of $76,111,$137,309, and general and administrative expenses of $152,630$516,362, primarily due to professional fees of $32,203,$137,004, depreciation compensation costs of $17,250,$153,785, consulting fees of $85,061,$95,995, insurancetravel costs of $20,492,$3,940, rent costs of $28,654, amortization costs of $37,917, credit card fees of $16,534, and general and administration costs of $(2,376)$50,536, offset partially by bad debt of $8,003, primarily as a result of reorganizingour acquisition ourof administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.Toone.

Other (Income) Expense

Other expense income for the year ended December 31, 2023 2025 of $3,971$8,331 is comprised of interest expense.income of $14,009, offset partially by interest expense of $5,678. Other expense for the year ended December 31, 20232024 of $574,780$3,971 is comprised of impairment ofinterest assets of $76,008, inventory adjustment of $40,175, and settlement of dispute of $500,000, offset partially by a gain on settlement of shares for services of $18,000 and other income of $23,403.expense.

AssetsTotal assets were $1,543,042 as of December 31, 2025 compared to $20,581 as of December 31, 2024.2024, or an increase of $1,522,461, which is primarily the result of an increase in cash, accounts receivable, intangible assets, and goodwill associated with our acquisition of Toone & Associates. Assets consisted primarily of cash of $13,586$155,798, andaccounts receivable of $74,764, other current assets of $6,995.$39,797, and intangible assets of $1,272,683. Liabilities were $44,021$878,533 as of December 31, 2023.2025. Liabilities consisted primarily of accounts payable and accrued expenses of $33,344,$578,533 short-termand a long term note payable of $9,627, and other current liabilities of $1,050.$300,000.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $4,530,792$5,023,540 at December 31, 2024, 2025, had working capital deficit of $23,440$308,174 at December 31, 2024,2025, had net losses of $100,484 $492,748 and $805,021$100,484 for the years ended December 31, 20242025 and 2023,2024, respectively, and net cash used in operating activities of $89,370$262,188 and $76,529 $89,370 for the years ended December 31, 2024 2025 and 2023,2024, respectively, with no$221,765 of revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

General – Overall, we had a an increase in cash flows for year ended December 31, 20242025 of $11,155$142,212 resulting from cash provided by financing activities of $100,525, $965,000, offset partially by cash used in operating activities of $89,370.$262,188 and cash used in investing activities of $560,600.

Cash Flows from Operating Activities – For the year ended December 31, 2024,2025, net cash used in operations was $89,370$262,188 compared to net cash used in operations of $76,529 $89,370 for the year ended December 31, 2023.2024. Net cash used in operations was primarily due to a net loss of $100,484$492,748 for the year ended December 31, 20242025 and the changes in operating assets and liabilities of $11,114,$11,849, primarily due to accounts payable and accrued expenses of $17,059 $95,189 and other current liabilities of $1,050,$528, offset partially by accounts receivable of $74,764 and other current assets of $6,995.$32,802. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the amortization expense of $37,917, warrants issued for services of $67,183, and stock based compensation – related parties of $137,309.

For the year ended December 31, 2023,2024, net cash used in operations of $76,529$89,370 was primarily due to a net loss of $805,021$100,484 for the year ended December 31, 2024 and the changes in operating assets and liabilities of $59,123, $11,114, primarily due to accounts payable and accrued expenses of $17,059 and other current liabilities of $1,050, offset partially by other current assets of $92,170 and inventory of $40,175, offset partially by short-term notes payable of $31,192 and accounts payable and accrued expenses of $42,030. In addition, net cash used in operating activities includes adjustments to reconcile net profit from depreciation expense of $17,250, impairment of assets of $76,008, issuance of common stock in settlement of dispute of $500,000, warrants issued for services of $30,348, and stock-based compensation – related party of $45,763.$6,995.

Cash Flows from Investing Activities – For the yearsyear ended December 31, 20242025, andnet 2023,cash used in investing was $560,600 due to the acquisition of intangible assets. For the year ended December 31, 2024, net cash used in investing was none.

Cash Flows from Financing Activities – For years ended December 31, 2025, net cash provided by financing was $965,000 due to the issuance of common stock for cash. For year ended December 31, 2024, net cash provided by financing was $100,525 due to the issuance of common stock for cash of $100,000 and $525 advance from shareholder. For year ended December 31, 2023, cash flows provided by financing activities was $9,102 due to advance from shareholder.

On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of MarchApril 7,15, 2025, a total of 2,750,0009,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000. In April 2026, a total of 150,000 common shares were sold to accredited $275,000.investors at a price of $0.50 per common share totaling $75,000.

On January 15, 2025, the Company granted 1,500,000 a total of 3,000,000 warrants to purchase 1,500,0003,000,000 shares of the Company’s common stockstock, with 1,500,000 warrants granted to each of Mr. Patrick Adams, the Company’s Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued totalingat $134,902$171,239 (based on the Black ScholesBinomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $115,385 and $0 under stock-based compensation – related parties in the consolidated statements of operations.

On June April11, 3, 2023,2025, the Company granted 3,333,333 a total of 1,500,000 warrants to purchase 3,333,3331,500,000 shares of the Company’s common stock to third Jim Holt, the Company’s previous CEO,parties, valued at $1,597,635 $99,476 (based on the Black ScholesBinomial valuation model on the date of grant). The warrantsoption grants are exercisable for a period of sevenfive years at $0.03 per share in whole or in part and vest immediately. On December 13, 2023, Mr. Holt, entered into a cancellation agreement whereby a total of 100,000 warrants, valued at $45,763 (based on the Black Scholes valuation model on the date of grant) have vested with the remaining 3,233,333 warrants cancelled. The warrants are exercisable for a period of three years at $0.03$0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant immediately.date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $51,120 and $0 under warrants for services in the consolidated statements of operations.

Ownership interests in the Company’s subsidiaries held by parties other than the Company are presented separately from the Company’s equity in the condensed consolidated balance sheets as “noncontrolling interests.” The amount of consolidated net loss attributable to the Company and the noncontrolling interests are both presented on the face of the condensed consolidated statements of operations.

The aggregate purchase price for the acquired assets shall be Three Hundred Fifty-ThreeSixty-Three Thousand, SevenFIve Hundred and FiftySeventy Dollars ($363,570) (the “Purchase Price”), payable as follows:

The acquisition was accounted for as a “reverse merger’’ and recapitalization since the stockholders of mPathix owned a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming that holders of 10% of the Public Shares exercise their conversion rights. mPathix was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of mPathix. As a result, Family Office was considered to be the continuation of the predecessor mPathix. Accordingly, the assets and liabilities and the historical operations that are reflected in the condensed consolidated financial statements are those of mPathix and are recorded at the historical cost basis of mPathix. Family Office’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of mPathix after consummation of the acquisition.

On February 25, 2026, the Company’s Toone subsidiary entered into a thirty-nine month lease for its office commencing June 1, 2026 maturing August 31, 2029. This facility is leased in monthly installments of approximately $5,064 for months 1 through 6, and $10,127 for months 7 through 12. Thereafter, the monthly rent shall be increased by three percent (3%) per annum each succeeding lease year. In addition,accordance with ASC 842, the landlordCompany willrecorded an payoperating $46,740lease ROU asset of tenant$315,012 improvements.and a related operating lease liability of $315,012.

On January 1, 2026, the Company entered into an Agreement with Benson, in which the Company acquired certain assets of Benson. The aggregate purchase price for the acquired assets included an issuance of 100,000 of the Company’s common shares, valued at $10,000 (based on the estimated fair value of the stock on the date of issuance) (see Note 1).

On January 15, 2025, as modified on August 12, 2025, the Company initiated a Regulation D offering to sell up to 10,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of MarchJune 31,30, 2026, a total of 9,650,0006,550,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000.$655,000.

On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 shares of the Company’s common stock, with 1,500,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $171,239 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Company recognized $14,270 and $72,575$28,540, and $14,270 and $86,845, respectively, under stock-based compensation – related parties in the condensed consolidated statements of operations.

On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 shares of the Company’s common stock to third parties, valued at $99,476 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. On June 2, 2026, the Company cancelled 333,334 of the unvested warrants and recorded a credit of $8,075 under warrants cancelled for services in the condensed consolidated statements of operations. During the three and six months ended March 31,June 30, 2026 and 2025, the Company recognized $8,290$(3,224) and $0$5,066, and $34,540 and $34,540, respectively, under stock-based compensation – related parties in the condensed consolidated statements of operations.

On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 shares of the Company’s common stock to third parties, valued at $16,579 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 83,333 at date of grant, 83,333 in one year from the grant date, and the remaining 83,334 on the 2nd anniversary from the grant date. On June 2, 2026, the Company cancelled 166,666 of the unvested warrants and recorded a credit of $3,684 under warrants cancelled for services in the condensed consolidated statements of operations. During the three and six months ended March 31,June 30, 2026 and 2025, the Company recognized $1,382$(3,684) and $(2,303), and $0 and $0, respectively, under stock-based compensation – related parties in the condensed consolidated statements of operations.

On October 13, 2025, the Company granted a total of 1,250,000 warrants to purchase 1,250,000 shares of the Company’s common stock, with 350,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO, 350,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, and 550,000 warrants granted to third parties, valued at $46,458 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 416,667 at date of grant, 416,667 in one year from the grant date, and the remaining 416,666 on the 2nd anniversary from the grant date. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Company recognized $3,871$3,870 and $7,743, and $0 and $0, respectively, under stock-based compensation compensation – related parties in the condensed consolidated statements of operations.

On December 1, 2025, the Company granted a total of 300,000 warrants to purchase 300,000 shares of the Company’s common stock, with 150,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 150,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $11,445 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and vest immediately. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Company recognized $11,445 and $11,445, and $0 and $0$0, respectively, under stock-based compensation – related parties in the condensed consolidated statements of operations.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

The following discussion represents a comparison of our results of operations for the three months ended MarchJune 31,30, 2026 and 2025. The results of operations for the periods shown in our unaudited condensed consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the unaudited condensed consolidated financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

For the three months ended MarchJune 31,30, 2026 and 2025, we had revenues of $783,126$532,674 and $0, respectively, as a result of our acquisitions of Toone and Benson.

For the three months ended MarchJune 31,30, 2026 and 2025, we had no cost of sales.

Operating expenses increased by $404,933,$587,896, or 391.9%, 591.9%, to $508,254$687,214 for three months ended MarchJune 31,30, 2026 from $103,321$99,318 for the three months ended March 31,June 30, 2025 primarily due to an increase in compensation expenses of $191,269,$166,255, travel costs of $1,718,$1,541, professional fees of $79,035, $112,665, rent of $31,547,$52,474, amortization costs of $53,917, marketing expenses of $2,793, warrants issued for services of $11,374,$2,113, stock based compensation - related parties of $16,439,$2,168, consulting fees of $33,215, bad debt of $99,792, merchant fees of $20,429, and general and administration costs of $69,188,$83,072, offset partially by consultingwarrants feesissued for services of $52,347,$39,745, primarily as a result of our acquisitions of Toone and Benson.

For the three months ended MarchJune 31,30, 2026, we had marketing expenses of $2,793,$2,113, warrants issued for services of $11,374,$(5,205), stock based compensation - related parties of $16,439,$16,438, and general and administrative expenses of $477,648$673,868 primarily due to consulting fees of $39,478,$62,465, professional fees of $90,004,$131,807, rent of $31,547, $52,474, travel costs of $1,871,$1,727, amortization costs of $53,917, compensation expenses of $191,269$166,255, bad debt of $99,792, and merchant fees of $20,429, general and administration costs of $69,562$85,002 primarily as a result of our acquisitions of Toone and Benson.

For the three months ended MarchJune 31,30, 2025, we had hadwarrants for services of $34,540, stock based compensation - related parties of $14,270, and general and administrative expenses of $103,321$50,508 primarily due to consulting fees of $91,825, $29,250, professional fees of $10,969,$19,142, travel costs of $153,$186, and general and administration costs of $374$1,930 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

Other Expense Income

Other expense income of $29,394 for the three months ended MarchJune 31,30, 2026 is comprised of interest income of $3,861,$29,972, offset partially by interest expense of $1,259. $578. Other expenseincome for the three months ended MarchJune 31,202530, was2025 none.totaled $4,090 primarily due to interest income.

Net profit income before income taxes for threethe six months ended MarchJune 31,30, 2026 totaled $277,474$152,328 primarily due to (increases/decreases) in marketing expenses, warrants issued for services, stock based compensation - related parties, professional fees, compensation costs, consulting fees, rent expense, banking fees, amortization expense, travel costs, and general and administration costs compared to a loss of $198,549 $103,321 for threethe six months ended MarchJune 31,30, 2025 primarily due to (increases/decreases) in warrants for services, stock based compensation - related parties, professional fees, consulting fees, traveland costs, and general and administration costs.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $4,759,751$4,884,897 at March 31,June 30, 2026, had a working capital deficit of $118,603$397,534 and $308,174 at MarchJune 31,30, 2026 and December 31, 2025, respectively, had a net loss and a net profit of $263,789$125,146 and $138,643, and a net loss $103,321of $95,228 and $198,549 for the three and six months ended MarchJune 31,30, 2026 and 2025, 2025, respectively, and net cash provided by operating activities of $225,707$374,374 and net cash used in operating activities of $23,364$83,313 for the the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, with limited revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

General – Overall, we had an increase in cash flows for threesix months ended MarchJune 31,30, 2026 of $187,422$481,089 resulting from cash provided by operating activities of $225,707,$374,374 and cash provided by financing activities of $145,000, offset partially by cash used in investing activities of $38,285.

Three Months Ended March 31, 2026 Compared to ThreeSix Months Ended MarchJune 31,30, 2026 Compared to Six Months Ended June 30, 2025

Cash Flows from Operating Activities – For the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities was $225,707$374,374 compared to net cash used in operations of $23,364$83,313 for the threesix months ended MarchJune 31,30, 2025. Net cash provided by operating activities was primarily due to a net profit of $263,789 $138,643 for the threesix months ended MarchJune 31,30, 2026 and the changes in operating assets and liabilities of $119,811,$23,720, primarily due to accounts receivable of $192,902, other current assets of $17,896, other assets of $10,127, and$27,621, accounts payable and accrued expenses of $73,710, offset primarily by$13,185, accounts payable – related parties of $160,404,$159,313, income taxes taxes payable of $13,685, and other current liabilities of $735.$9,605, offset primarily by accounts receivable of $151,277, other assets of $10,127, and accrued expenses – related parties of $38,285. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the amortization expense of $53,916,$107,833, warrants issued for services of $11,374, and$6,170, stock based compensation – related parties of $16,439.$32,876, and the allowance for doubtful accounts of $65,132.

For the threesix months ended MarchJune 31,30, 2025, net cash used in operations was $83,313. Net cash used in operating activitiesoperations was primarily due to a net loss of $103,321$198,549 for the six months ended June 30, 2025 and the changes in operating assets and liabilities of $7,382,$6,149, primarily due to accounts payable and accrued expenses of $5,409,$10,097, offset otherprimarily current liabilities of $224, andby other current assets of $1.749.$3,497 and other current liabilities of $451. In addition, net cash used in operating activities includes adjustments to reconcile net profit from warrants for services of $34,540 and warrants issued for compensation –- related parties of $72,575.$86,845.

Cash Flows from Investing Activities – For the threesix months ended MarchJune 31,30, 2026, net cash used in investing activities was due to the acquisition of a business. For the three six months ended MarchJune 31,2025,30,2025, net cash used in investing activities was none.

Cash Flows from Financing Activities – For the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities was none. For three months ended March 31, 2025, net cash provided by financing activities was $575,000$145,000 due to proceeds fromthe issuance of common stock for cash. For the six months ended June 30, 2025, net cash provided by financing was $655,000 due to the issuance of common stock for cash.

On January 15, 2025, as modified on August 12, 2025, the Company initiated a Regulation D offering to sell up to 10,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of AprilJune 30, 2026, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000 and 270,000290,000 common shares were sold to accredited investors at a price of $0.50 per common share totaling $135,000.$145,000.

On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 shares of the Company’s common stock, with 1,500,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $171,239 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Company recognized $14,270 and $72,575$28,540, and $14,270 and $86,845, respectively, under stock-based compensation – related parties in the condensed consolidated statements of operations.

On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 shares of the Company’s common stock to third parties, valued at $99,476 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2nd anniversary from the grant date. On June 2, 2026, the Company cancelled 333,334 of the unvested warrants and recorded a credit of $8,075 under warrants cancelled for services in the condensed consolidated statements of operations. During the three and six months ended March 31,June 30, 2026 and 2025, the Company recognized $8,290$(3,224) and $0$5,066, and $34,540 and $34,540, respectively, under stock-based compensation – related parties in the condensed consolidated statements of operations.

On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 shares of the Company’s common stock to third parties, valued at $16,579 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 83,333 at date of grant, 83,333 in one year from the grant date, and the remaining 83,334 on the 2nd anniversary from the grant date. On June 2, 2026, the Company cancelled 166,666 of the unvested warrants and recorded a credit of $3,684 under warrants cancelled for services in the condensed consolidated statements of operations. During the three and six months ended March 31,June 30, 2026 and 2025, the Company recognized $1,382$(3,684) and $(2,303), and $0 and $0, respectively, under stock-based compensation – related parties in the condensed consolidated statements of operations.

On October 13, 2025, the Company granted a total of 1,250,000 warrants to purchase 1,250,000 shares of the Company’s common stock, with 350,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO, 350,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, and 550,000 warrants granted to third parties, valued at $46,458 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 416,667 at date of grant, 416,667 in one year from the grant date, and the remaining 416,666 on the 2nd anniversary from the grant date. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Company recognized $3,871$3,870 and $7,743, and $0 and $0, respectively, under stock-based compensation compensation – related parties in the condensed consolidated statements of operations.

On December 1, 2025, the Company granted a total of 300,000 warrants to purchase 300,000 shares of the Company’s common stock, with 150,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 150,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $11,445 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and vest immediately. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Company recognized $11,445 and $11,445, and $0 and $0$0, respectively, under stock-based compensation – related parties in the condensed consolidated statements of operations.

As of MarchJune 31,30, 2026 and December 31, 2025, the Company had accounts payable – related parties balances of $160,404$213,313 and $54,000, respectively, primarily for consulting services provided by Toone and Benson in accordance with their respective Asset Purchase Agreement. The Toone Asset Purchase Agreement provides for a monthly fee of $18,000 and the Benson Asset Purchase Agreement provides for an hourly rate of $60 or $80 depending on the services involved.

The Toone and Benson Asset Purchase Agreements (“Agreements”) each provide for the acquired assets to be paid over a period of time for a combined total of $1,065,285. Pursuant to the Toone Agreement, Toone is to be paid a total of $750,000 payable $450,000 on October 1, 2026 and $300,000 on May 1, 2027. Pursuant to the Benson Agreement, Benson is to be paid a total of $315,285 payable $38,285 at 60-day anniversary of Closing; $69,250 on the first anniversary of Closing Date; $69,250 on the second anniversary of Closing Date; $69,250 on the third anniversary of Closing Date; and $69,250 on the fourth anniversary of Closing Date. The Company recorded a balance of $557,535$819,250 and $450,000 in accrued expenses – related parties in the accompanying condensed Consolidated Balance Sheets as of MarchJune 31, 30, 2026 and December 31, 2025, respectively, and a balance of $507,750$207,750 and $300,000 in long term note – related parties in the accompanying condensed Consolidated Balance Sheets as of MarchJune 31,30, 2026 and December 31, 2025, respectively. There were nopayments paymentsof $12,000 and $0 made to Toone or Benson during for the three threeand six months ended MarchJune 31,30, 2026 and 2025.

As of MarchJune 31,30, 2026, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has: