Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

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) regarding 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 Goliath Film and Media Holdings, ("we", "us", "our" or the "Company") 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. In 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 Company or any other person that the objectives and plans of the Company will be achieved.

Description of Business

On December 17, 2024, the Company's name was changed from "Qualis Innovations, Inc." to "Family Office of America, Inc." with the State of Nevada, and that name change (and accompanying stock ticker change from "QLIS" to "FOFA") was processed by FINRA on or about December 23, 2024.

Family Office of America, Inc. (the "Company" or "Family Office"), formerly known as Qualis Innovations, Inc., Hoopsoft Development Corp., Yellowstone Mining Inc., Sky Digital Stores Corp., and Sky Digital Holdings Corp., was incorporated in the State of Nevada on March 23, 2006.

In July 2019, John Ballard and Charles Achoa, formed a new company named EMF Medical Devices Inc. for the development, maintenance, marketing and sale of an electronic device for the treatment of pain that would make use of certain intellectual property interests held by LCMD. In May 2021 that company changed its name to mPathix Health Inc.

On June 28, 2021, the Company entered into a Share Exchange Agreement ("Exchange Agreement") by and among mPathix Health, Inc. (formerly EMF Medical Devices, Inc., a Delaware corporation) ("mPathix") and Family Office. The closing of the transaction (the "Closing") took place on June 29, 2021 (the "Closing Date"). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the "Shares") of mPathix. In exchange, the Company issued to the mPathix shareholder's, their designees or assigns, an aggregate of 6,988,300 shares of Company common stock (the "Shares Component") or 93.36% of the shares of common stock of the Company issued and outstanding after the Closing (the "Share Exchange"), at a valuation of $0.50 per share, and the Company issued warrants to purchase an additional 1,098,830 shares (698,830 warrants issued to the Company's previous CEO and 400,000 to CreoMed which is beneficially owned by Dr. Joseph Pergolizzi, the Company's previous acting CEO and chairman of the board) of the Company's common stock, exercisable for 10 years at a $0.50 per share exercise price, subject to adjustment. In connection with the closing of the mPathix acquisition, the officers and directors of mPathix were appointed as the officers and directors of the Company. On June 29, 2021, the Company issued 496,650 common shares for the recapitalization of Family Office in conjunction with the reverse acquisition for a net book value of $0.

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.

The Company is an early-stage company that is focused on the acquisition of interests in CPA firms and receiving a portion of revenues from those firms and providing family office services to these CPA clients. Family offices are different from traditional wealth management shops in that they offer a total solution to managing the financial and investment needs of an affluent individual or family. For example, in addition to financial planning and investment management, many family offices offer budgeting, insurance, charitable giving, wealth transfer planning, tax services, and more.

The CPA industry is very large and is estimated to be $147.5 billion in 2023, with 1.44 million CPAs in the U.S. (Statista Research Department).

It is estimated that 75% of CPAs have reached retirement age (AICPA). In 2010, approximately 50,000 people took the CPA exam and by 2021 only 32,000 took the exam. The Company believes there is a shortage of CPAs. Consolidation and automation will likely be necessary. These additional services provided to their clients will help expand revenues.

With so many CPA's expected to retire over the next 10 years, the Company provides a succession plan and a very attractive path with an easy transition for clients. Our structure is attractive for CPA's wishing to grow as well as those looking to retire. FOFA's philosophy is to be professional, respectful, fair, and helpful.

At Family Office of America, we bring a team of professionals to provide clients with integrated services to empower financial success. It is not just for the uber-wealthy.

The Company desires to purchase a minority or as much as 100% of a CPA practice with a significant portion in cash. The CPA practice would own a portion of a wealth management entity and receive distributions as an owner. The Company plans to retain ownership in each Family office vertical for example the wealth advisory firm. Smaller firms can come under the Family Office of America platform, benefit greatly from the platform services, and have an exit strategy.

The wealth management industry is highly competitive and is comprised of many players. We will compete directly with some of the largest financial service companies, as well as some of the smallest. We will primarily compete on the basis of several factors, including our level of service, the quality of our advice, independence, stability, performance results, breadth of our capabilities and fees.

The Company provides the following services:

	●	CPA Services
	●	Tax planning and preparation
	●	Wealth Management
	●	Asset Management
	●	Estate Planning
	●	Asset Protection
	●	Insurance Consulting
	●	Investment Banking

The Company structure and service fees would be as follows:

Family Office of America owns Family Office of Florida Ltd.

Family Office of Florida has a platform CPA firm in Miami and partner in Family Office of Miami.

The platform CPA firm receives fees from Family Office of Miami.

Family Office of Miami offers an array of services including Wealth Management.

Family Office of Florida acquires other CPA firms and Miami CPA platform can integrate the CPA firm into their practice, thus expanding the platform CPA and the Family Office of Miami.

Service Agreement is paid to the CPA platform firm from Miami Family Office and a Platform Fee is paid to Family Office of Florida.

In the future, the Company intends to open offices in the following cities:

	●	Phoenix, AZ
	●	Centennial, CO
	●	Houston, TX
	●	Nashville, TN
	●	Charlotte, NC
	●	Orlando, FL
	●	Ft. Lauderdale, FL
	●	Cocoa Beach, FL

Family Office of Maryland, LLC

Family Office of Maryland, LLC ("FO Maryland"), a Colorado corporation was incorporated on September 23, 2025 as a subsidiary of the Company. FO Maryland is engaged in the business of providing family office services, including but not limited to financial planning, investment management, tax preparation, bookkeeping, and related non-attest accounting services, primarily in Maryland. The Members' ownership interests are Family Office of America Inc. of 100%. Major decisions require approval by Members holding a majority of the Membership Interests (i.e., greater than 50%). Profits and losses shall be allocated to the Members in proportion to their Membership Interests.

We eliminate from our financial results all significant intercompany transactions.

Ownership interests in the Company's subsidiaries held by parties other than the Company are presented separately from the Company's equity in the 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 consolidated statements of operations.

Asset Purchase Agreement

On October 1, 2025, FO Maryland entered into an Asset Purchase Agreement ("Agreement") with Toone & Associates, LLP, a Maryland limited liability partnership ("Seller"), in which FO Maryland acquired certain assets of the Seller related to the non-attest services only (services such as tax preparation, bookkeeping, advisory, or compilations without an attest report and is not considered a CPA firm under the Uniform Accountancy Act or state regulations).

The acquired assets include all right, title, and interest in and to the assets of the Seller related to the accounting services portion of the business, including but not limited to:

	1.	all client lists, contracts, and relationships related to accounting services;
	2.	all tangible personal property with the clients relationships, equipment, furniture, fixtures, and supplies used in the accounting services;
	3.	all intellectual property, including trademarks, copyrights, software, and know-how related to accounting services;
	4.	all accounts receivable arising from accounting services;
	5.	all goodwill associated with the accounting services; and
	6.	all books, records, and files related thereto; but expressly excluding the excluded assets:

	(a)	only assets directly related to the litigation services portion of the Business;
	(b)	cash and cash equivalents;
	(c)	corporate records not related to the Acquired Assets;
	(d)	tax refunds; and
	(e)	any other assets not expressly included in the Acquired Assets

In addition, FO Maryland shall assume only the following liabilities:

	1.	obligations under client contracts related to accounting services that arise after the Closing Date; and
	2.	accounts payable related to the acquired assets accruing after the Closing Date.
	3.	The Buyer shall not assume any excluded liabilities (as defined).

The aggregate purchase price for the acquired assets shall be One Million Five Hundred Thousand Dollars ($1,500,000) (the "Purchase Price"), payable as follows:

	1.	Seven Hundred Fifty Thousand Dollars ($750,000) at Closing;
	2.	Four Hundred Fifty Thousand Dollars ($450,000) on October 1, 2026; and
	3.	Three Hundred Thousand Dollars ($300,000) on May 1, 2027.

The Purchase Price shall be subject to adjustment based on the actual revenue and EBITDA generated by the acquired assets during the twelve (12)-month period following the closing date (the "Measurement Period"). If the actual revenue during the Measurement Period is less than One Million Five Hundred Thousand Dollars ($1,500,000) by five percent (5%) or more, or if the actual EBITDA is less than Five Hundred Thousand Dollars ($500,000) by ten percent (10%) or more, the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such shortfall(s), prorated across the remaining payments. The parties shall cooperate in good faith to calculate such adjustments, with final determination by an independent accountant if disputed. Any adjustment shall be applied first to reduce the second payment, then the final payment, as applicable'

FO Maryland intends to retain the services of Bruce Toone as a consultant and manager ("Consultant") for a period of two full tax seasons, the terms of which are as follows:

The Consultant shall provide public accounting services to the Company, including but not limited to tax preparation, financial reporting, bookkeeping, training of staff and Buyer to manage the company and detail training of the staff in being able to answer questions of clients, office management services, and proactively helping Buyer to introduce Family Office Services to clients (collectively, the "Services"). The Services shall exclude audit services.

The term of this Agreement shall commence on the Effective Date and continue for a period of two (2) years (the "Initial Term"), unless earlier terminated (as defined). Upon expiration of the Initial Term, this Agreement may be renewed for additional one (1) year periods upon mutual written agreement of the parties.

In consideration for the Services, the Company shall pay the Consultant a total annual fee of Two Hundred Sixteen Thousand Dollars ($216,000), payable in equal installments of Nine Thousand Dollars ($9,000) on the first (1st) and fifteenth (15th) day of each month.

Financing Transactions

Short Term Note Payable

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 and $9,627 under short term note payable in the accompanying condensed consolidated balance sheets at September 30, 2025 and December 31, 2024, respectively. The Company received no advances and had no repayments for the three and nine months ended September 30, 2025 and 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.

Common Stock

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 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 September 30, 2025, a total of 9,150,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $915,000.

In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.

In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.

As of September 30, 2025, the Company has not issued an aggregate 2,712,054 common shares to six shareholders (a total of 112,054 to related parties and 2,600,000 to a third parties). These shares are reflected in the weighted-average shares outstanding and included in the Company's outstanding shares balance of 29,702,054.

Warrants

On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 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 2^nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $14,270 and $101,115 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 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 2^nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $8,290 and $42,830 under warrants for services in the condensed consolidated statements of operations.

On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 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 2^nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $6,448 and $6,448 under warrants for services in the condensed consolidated statements of operations.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We have not finalized development of our planned SOLACE device, nor have we generated any cash flow from operations. The Company's cash position may not be sufficient to support the Company's daily operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.

Overview of Presentation

The following Management's Discussion and Analysis ("MD&A") or Plan of Operations includes the following sections:

	●	Results of Operations
	●	Liquidity and Capital Resources
	●	Capital Expenditures
	●	Going Concern
	●	Critical Accounting Policies
	●	Off-Balance Sheet Arrangements

General and administrative expenses consist primarily of personnel costs and professional fees required to support our operations and growth.

Depending on the extent of our future growth, we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational, financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping. However, there can be no assurance that our management resources or information systems will be sufficient to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.

Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following discussion represents a comparison of our results of operations for the three months ended March 31, 2025 and 2024. 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.

		Three Months Ended				Three Months Ended
		September 30, 2025				September 30, 2024
Net revenues		$	-			$	-
Cost of sales			-				-
Gross Profit			-				-
Operating expenses			55,169				21,438
Other (income) expense			(4,225	)			1,238
Net loss before income taxes		$	(50,944	)		$	(22,676	)

Revenues

For the three months ended September 30, 2025 and 2024, we had no revenues.

Cost of Sales

For the three months ended September 30, 2025 and 2024, we had no cost of sales.

Operating expenses

Operating expenses increased by $33,731, or 157.3%, to $55,169 for three months ended September 30, 2025 from $21,438 for the three months ended September 30, 2024 primarily due to increases in consulting fees of $5,225, travel costs of $870, warrants for services of $14,738, and stock based compensation - related parties of $14,270, offset primarily by professional fees of $605,and general and administration costs of $767 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

For the three months ended September 30, 2025, we had warrants for services of $14,738, stock based compensation - related parties of $14,270, and general and administrative expenses of $26,161 primarily due to consulting fees of $22,975, professional fees of $2,687, travel costs of $870, and general and administration costs of $371 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

For the three months ended September 30, 2024, we had general and administrative expenses of $21,438 primarily due to consulting fees of $17,750, professional fees of $3,292, and general and administration costs of $396 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

Other (Income) Expense

Other (income) expense for the three months ended September 30, 2025 totaled $4,225 primarily due to interest income compared to other expense of $1,238 due to interest expense.

Net loss before income taxes

Net loss before income for three months ended September 30, 2025 totaled $50,944 primarily due to (increases/decreases) in warrants for services, stock based compensation - related parties, professional fees, consulting fees, travel costs, and general and administration costs compared to a loss of $22,676 for three months ended September 30, 2024 primarily due to (increases/decreases) in professional fees, consulting fees, and general and administration costs.

Assets and Liabilities

Assets were $829,347 as of September 30, 2025. Assets consisted primarily of cash of $827,598 and other current assets of $1,749. Liabilities were $25,681 as of September 30, 2025. Liabilities consisted primarily of accounts payable.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The following discussion represents a comparison of our results of operations for the nine months ended September 30, 2025 and 2024. 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.

		Nine Months Ended				Nine Months Ended
		September 30, 2025				September 30, 2024
Net revenues		$	-			$	-
Cost of sales			-				-
Gross Profit			-				-
Operating expenses			257,955				67,473
Other (income) expense			(8,462	)			2,591
Net loss before income taxes		$	(249,493	)		$	(70,064	)

Revenues

For the nine months ended September 30, 2025 and 2024, we had no revenues.

Cost of Sales

For the nine months ended September 30, 2025 and 2024, we had no cost of sales.

Operating expenses

Operating expenses increased by $190,482, or 282.3%, to $257,955 for nine months ended September 30, 2025 from $67,473 for the nine months ended September 30, 2024 primarily due to increases in warrants for services of $49,278, stock based compensation - related parties of $101,115, consulting fees of $33,755, professional fees of $3,963, travel costs of $1,208, and general and administration costs of $1,163, as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

For the nine months ended September 30, 2025, we had warrants for services of $49,278, stock based compensation - related parties of $101,115, general and administrative expenses of $107,562 primarily due to consulting fees of $71,475, professional fees of $32,798, travel costs of $1,208, and general and administration costs of $2,081 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

For the nine months ended September 30, 2024, we had general and administrative expenses of $67,473 primarily due to consulting fees of $37,720, professional fees of $28,835, and general and administration costs of $918 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

Other (Income) Expense

Other (income) expense for the nine months ended September 30, 2025 totaled $8,462 primarily due to interest income compared to other expense of $2,591 due to interest expense.

Net loss before income taxes

Net loss before income for the nine months ended September 30, 2025 totaled $249,493 primarily due to (increases/decreases) in warrants for services, stock based compensation - related parties, professional fees, consulting fees, and general and administration costs compared to a loss of $70,064 for the nine months ended September 30, 2024 primarily due to (increases/decreases) in professional fees, consulting fees, and general and administration costs.

Liquidity and Capital Resources

Going Concern

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 $4,780,285 at September 30, 2025, had working capital of $803,665 and a working capital deficit of $23,440 at September 30, 2025 and December 31, 2024, respectively, had a net loss of $50,944 and $249,493, and $22,676 and $70,064 for the three and nine months ended September 30, 2025 and 2024, respectively, and net cash used in operating activities of $100,988 and $56,252 for the nine months ended September 30, 2025 and 2024, respectively, with no 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.

While the Company is attempting to expand operations and increase revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.

The condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

General - Overall, we had an increase in cash flows for three months ended September 30, 2025 of $814,012 resulting from cash provided by financing activities of $915,000, offset partially by cash used in operating activities of $100,988.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:

		Nine Months Ended				Nine Months Ended
		September 30, 2025				September 30, 2024
Net cash provided by (used in):
Operating activities		$	(100,988	)		$	(56,252	)
Investing activities			-				-
Financing activities			915,000				100,525
		$	814,012			$	44,273

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Cash Flows from Operating Activities - For the nine months ended September 30, 2025, net cash used in operations was $100,988 compared to net cash used in operations of $56,252 for the nine months ended September 30, 2024. Net cash used in operations was primarily due to a net loss of $249,493 for the nine months ended September 30, 2025 and the changes in operating assets and liabilities of $1,888, primarily due to accounts payable and accrued expenses of $7,662, offset primarily by other current assets of $5,246 and other current liabilities of $528. In addition, net cash used in operating activities includes adjustments to reconcile net profit from warrants for services of $49,278 and warrants issued for compensation - related parties of $101,115.

For the nine months ended September 30, 2024, net cash used in operations was $56,252, primarily due to a net loss of $70,064 for the nine months ended September 30, 2024 and the changes in operating assets and liabilities of $13,812, primarily due to accounts payable and accrued expenses of $12,991 and other current liabilities of $821.

Cash Flows from Investing Activities - For the nine months ended September 30, 2025 and 2024, net cash used in investing was none.

Cash Flows from Financing Activities - For the nine months ended September 30, 2025, net cash provided by financing was $915,000 due to the issuance of common stock for cash. For nine months ended September 30, 2024, net cash provided by financing was $100,000 due to proceeds from issuance of common stock for cash.

Financing - We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks, and there can be no assurance that we will not require additional funding in the future.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our shareholders, in the case of equity financing.

Regulation D

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 September 30, 2025, a total of 9,150,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $915,000.

Common Stock

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 holder.

In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.

In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.

As of September 30, 2025, the Company has not issued an aggregate 2,712,054 common shares to six shareholders (a total of 112,054 to related parties and 2,600,000 to a third parties). These shares are reflected in the weighted-average shares outstanding and included in the Company's outstanding shares balance of 29,702,054.

Warrants

On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 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 2^nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $14,270 and $101,115 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 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 2^nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $8,290 and $42,830 under warrants for services in the condensed consolidated statements of operations.

On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 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 2^nd anniversary from the grant date. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $6,448 and $6,448 under warrants for services in the condensed consolidated statements of operations.

Capital Expenditures

Other Capital Expenditures

We expect to purchase approximately $30,000 of equipment in connection with the expansion of our business during the next twelve months.

Fiscal year end

Our fiscal year end is December 31.

Critical Accounting Policies

The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the Company's financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below.

The following are deemed to be the most critical accounting policies affecting the Company.

Use of Estimates

The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: allocation of payroll expense to research and development and warrant valuation. The Company calculates the fair value of warrants using the Binomial valuation option-pricing method. The Binomial valuation option-pricing method requires the use of subjective assumptions, including stock price volatility, the expected life of stock options, risk free interest rate and the fair value of the underlying common stock on the date of grant. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Recent Accounting Pronouncements

Refer to Note 3 in the accompanying notes to the condensed consolidated financial statements.

Contractual Obligations and Off-Balance Sheet Arrangements

Refer to Note 8 in the accompanying notes to the condensed consolidated financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under U.S. GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities. Details on these obligations are set forth below.

Off-Balance Sheet Arrangements

As of September 30, 2025, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has:

	●	a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit;
	●	liquidity or market risk support to such entity for such assets;
	●	an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or
	●	an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us.

Inflation

We do not believe that inflation has had a material effect on our results of operations.