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 Statements

The following management's discussion and analysis should be read in conjunction with the financial statements and the related notes thereto contained in this Quarterly Report. The management's discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect" and the like, and/or future tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2025, as updated in subsequent filings we have made with the SEC that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

Basis of Presentation

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Overview

Looking ahead, the Company plans to focus on strengthening its position in the premium seafood market by improving supply chain efficiency, expanding distribution channels, and managing costs to enhance profitability. Management expects continued demand for pasteurized crab meat and other specialty seafood products in our core U.S. and Canadian markets, supported by steady consumer interest in sustainable, ready-to-eat protein options. We intend to leverage our existing co-packing relationships across Southeast Asia to maintain consistent product quality and supply reliability while exploring new sourcing opportunities to support future growth. The Company will continue to emphasize disciplined cost management, operational efficiency, and product innovation as part of its strategy to improve margins and support long-term growth.

Recent Events

Resignation of Chief Operating Officer and Director

On June 2, 2025, Miozotis Ponce, the Company's Operating Officer, notified the Company of her resignation as Chief Operating Officer, effective June 30, 2025.

Results of Operations

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the financial statements and accompanying notes elsewhere in this Quarterly Report.

Three months ended September 30, 2025 and 2024

Net Revenue. Revenue for the three months ended September 30, 2025 increased 77.9% to $462,260 as compared to $259,779 for the three months ended September 30, 2024 as a result of an increase in inventory items sold along with increase in price during the three months ended September 30, 2025.

Cost of Goods Sold. Cost of goods sold for the three months ended September 30, 2025 decreased to $34,444 as compared to $551,116 for the three months ended September 30, 2024. This decrease is attributable to the adjustment of inventory allowance and cost in the inventory items sold.

Gross Profit. Gross profit for the three months ended September 30, 2025 increased to $427,816 as compared to gross loss of $291,337 in the three months ended September 30, 2024. This increase is attributable to the increase in sales and decrease in cost.

Commissions Expense. Commissions expense increased to $425 for the three months ended September 30, 2025 from $0 for the three months ended September 30, 2024. This increase was due to commissionable revenues for the three months ended September 30, 2024.

Salaries and Wages Expense. Salaries and wages expense decreased to $239,299 for the three months ended September 30, 2025 as compared to $268,530 for the three months ended September 30, 2024. This decrease is mainly attributable to the decrease in gross wages.

Director Compensation. Director compensation increased to $138,012 for the three months ended September 25, 2025 as compared to $3,012 for the three months ended September 30, 2024. This increase is mainly attributable to the accrual of director compensation for year-end stock issuances.

Depreciation and Amortization. Depreciation and amortization expense increased to $6,269 for the three months ended September 30, 2025 as compared to $1,535 for the three months ended September 30, 2024. This increase is attributable to higher depreciation due to depreciable purchases of fixed assets during the three months ended September 30, 2025.

Other Operating Expense. Other operating expense decreased to $456,599 for the three months ended September 30, 2025 from $2,077,793 for the three months ended September 30, 2024. This decrease is mainly attributable to expenses like legal and professional fees, storage warehouse, and loss from operating expenses in AFVFL during the three months ended September 30, 2024.

Other Income. Other income increased for the three months ended September 30, 2025 to $68,531 from $18 for the three months ended September 30, 2024. This increase is mainly attributable to the employment retention tax relief credit received.

Loss on Settlement of Debt. Loss on settlement of debt increased for the three months ended September 30, 2025 to $52,205 from $0 for the three months ended September 30, 2024. The increase is caused by the Securities Purchase Agreement notes repayments during the three months ended September 30, 2025

Change in Fair Value of Derivative and Warrant Liabilities. Change in fair value of derivative and warrant liabilities decreased to $19,628 for the three months ended September 30, 2025 from $33,806 for the three months ended September 30, 2024. The decrease is attributable to the fair value measurement for the derivative liability and warrant liability for the three months ended September 30, 2025.

Interest Expense. Interest expense decreased to $104,131 for the three months ended September 30, 2025 from $439,176 for the three months ended September 30, 2024. The decrease is attributable to the decrease in amortization of debt discount and interest paid and accrued on the notes.

Net Loss. Net loss was $480,965 for the three months ended September 30, 2025 as compared to $3,047,559 for the three months ended September 30, 2024. The decrease in net loss is primarily attributable to the decrease in other operating expenses and the interest expense.

Nine months ended September 30, 2025 and 2024

Net Revenue. Revenue for the nine months ended September 30, 2025 increased 32.8% to $2,595,358 as compared to $1,954,152 for the nine months ended September 30, 2024 as a result of increase in inventory items sold along with increase in price during the nine months ended September 30, 2025.

Cost of Goods Sold. Cost of goods sold for the nine months ended September 30, 2025 decreased to $1,823,208 as compared to $2,237,620 for the nine months ended September 30, 2025. This decrease is attributable to the adjustment of inventory allowance and cost in the inventory items sold.

Gross Profit. Gross profit for the nine months ended September 30, 2025 increased to $772,150 as compared to gross loss of $283,468 in the nine months ended September 30, 2024. This increase is attributable to increase in sales.

Commissions Expense. Commissions expense decreased to $885 for the nine months ended September 30, 2025 from $4,221 for the nine months ended September 30, 2024. This decrease was due to commissionable revenues for the nine months ended September 30, 2025.

Salaries and Wages Expense. Salaries and wages expense decreased to $842,809 for the nine months ended September 30, 2025 as compared to $875,780 for the nine months ended September 30, 2024. This decrease is mainly attributable to the decrease in gross wages.

Director Compensation. Director compensation increased to $414,036 for the nine months ended September 25, 2025 as compared to a credit balance of $6,999 for the nine months ended September 30, 2024. This increase is mainly attributable to the accrual of director compensation for year-end stock issuances.

Depreciation and Amortization. Depreciation and amortization expense increased to $19,587 for the nine months ended September 30, 2025 as compared to $4,211 for the nine months ended September 30, 2024. This increase is attributable to higher depreciation due to depreciable purchases of fixed assets during the nine months ended September 30, 2025.

Other Operating Expense. Other operating expense decreased to $1,373,017 for the nine months ended September 30, 2025 from $3,393,594 for the nine months ended September 30, 2024. This decrease is mainly attributable to expenses like legal and professional fees, storage warehouse, and loss from operating expenses in AFVFL during the nine months ended September 30, 2024.

Other Income. Other income increased for the nine months ended September 30, 2025 to $73,280 from $49,680 for the nine months ended September 30, 2024. This increase is mainly attributable to the employment retention tax relief credit received.

Loss on Settlement of Debt. Loss on settlement of debt increased to $93,271 for the nine months ended September 30, 2025 from $0 for the nine months ended September 30, 2024. The increase is caused by the Securities Purchase Agreement notes repayments during the nine months ended September 30, 2025.

Change in Fair Value of Derivative and Warrant Liabilities. Change in fair value and derivative and warrant liabilities increased to a gain of $49,564 for the nine months ended September 30, 2025 from a loss of $210,680 for the nine months ended September 30, 2024. The increase is attributable to the fair value measurement for the derivative liability and warrant liability for the nine months ended September 30, 2025.

Interest Expense. Interest expense decreased to $484,102 for the nine months ended September 30, 2025 from $1,645,492 for the nine months ended September 30, 2024. The decrease is attributable to the decrease in amortization of debt discount and interest paid and accrued on the notes.

Net Loss. Net loss was $2,332,713 for the nine months ended September 30, 2025 as compared to $6,360,767 for the nine months ended September 30, 2024. The decrease in net loss is primarily attributable to the change in fair value of derivative and warrant liabilities, interest expense and decrease in other operating expenses.

Liquidity and Capital Resources

The Company had cash of $82,770 as of September 30, 2025. As of September 30, 2025, the Company had a working capital deficit of $1,664,699 and the Company's primary sources of liquidity consisted of inventory of $117,266 and accounts receivable of $97,240.

The Company has historically financed its operations through the cash flow generated from operations, capital investment, notes payable and a working capital line of credit.

Cash (Used in) Operating Activities. Cash used in operating activities during the nine months ended September 30, 2025 was $372,077 as compared to cash used in operating activities of $4,285,630 for the nine months ended September 30, 2024. The decrease is primarily attributable to increase in inventory of $488,358 and increase in accounts receivable of $53,985, offset by the increase in other current assets of $869,524 and increase in payables and accruals of $450,893 for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024.

Cash (Used in) Investing Activities. Cash used in investing activities for the nine months ended September 30, 2025 was $9,914 as compared to cash used in investing activities of $94,152 for the nine months ended September 30, 2024. The decrease was mainly attributable to a decrease in the purchases of fixed assets for the nine months ended September 30, 2025 compared to the purchases of fixed assets for the nine months ended September 30, 2024.

Cash Provided by Financing Activities. Cash provided by financing activities for the nine months ended September 30, 2025 was $202,993 as compared to cash provided by financing activities of $4,350,018 for the nine months ended September 30, 2024. The decrease is mainly attributable due to the netted decrease in repayments and proceeds of short-term loans and less proceeds from common stock offering during the nine months ended September 30, 2025.

Lind Global Fund II LP investment

On May 30, 2023, the Company entered into a securities purchase agreement with Lind pursuant to which the Company issued to Lind a secured, two-year, interest free convertible promissory note in the principal amount of $1,200,000 (the "Lind Note") and a warrant (the "Lind Warrant") to purchase 8,701 shares of common stock of the Company commencing six months after issuance and exercisable for five years at an exercise price of $122.50 per share, for the aggregate funding amount of $1,000,000. The Lind Warrant includes cashless exercise and full ratchet anti-dilution provisions. In connection with the issuance of the Lind Note and the Lind Warrant, the Company paid Lind a $50,000 commitment fee. The proceeds from the sale of the Note and Warrant are for general working capital purposes.

On July 27, 2023, the Company, entered into a First Amendment to the securities purchase agreement (the "Purchase Agreement Amendment") with Lind, pursuant to which the Company amended the securities purchase agreement, entered into with Lind as of May 30, 2023 in order to permit the issuance of further senior convertible promissory notes in the aggregate principal amount of up to $1,800,000 and warrants in such aggregate amount as the Company and Lind shall mutually agree.

Pursuant to the Purchase Agreement Amendment, the Company issued to Lind a two-year, interest free convertible promissory note in the principal amount of $300,000 and a warrant to purchase 3,505 shares of common stock of the Company, for the aggregate amount of $250,000. In connection with the issuance of the note and the warrant, the Company paid a $12,500 commitment fee. The proceeds from the sale of the note and warrant are for general working capital purposes.

On August 3, 2024 the Company and Lind entered into a waiver and acknowledgement agreement.

The Company and Lind previously entered into that certain Securities Purchase Agreement, dated as of May 20, 2023, as amended on July 27, 2023 pursuant to which the Company issued Lind a senior convertible promissory note in the principal amount of $300,000. Each of the Company and Lind acknowledge that the amounts owing under the convertible promissory note as of the filing of the Waiver Agreement is equal to $355,500.

During the nine months ended September 30, 2025, there were no payments to the note principal. The note has a maturity due date of July 27, 2025. As of September 30, 2025, the outstanding balance on the notes was $55,500, net of debt discount of $0, and totaling $55,500. As of December 31, 2024, the outstanding balance on the notes was $55,500, net of debt discount of $27,656, and totaling $27,844. For the nine months ended September 30, 2025 and 2024, amortization of debt discounts totaled $27,656 and $858,614, respectively.

Agile Lending, LLC Loans

On January 28, 2025, the Company entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $420,000 which principal and interest (of $176,400) and has a maturity date of August 15, 2025. Commencing February 7, 2025, the Company is required to make weekly payments of $21,300 until the maturity date. The loan may be prepaid subject to a prepayment fee. Administrative agent fee of $20,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated January 28, 2025, in the principal amount of $420,000 which note is secured by all of the Borrowers' assets, including receivables. For the nine months ended September 30, 2025, the Company made principal payments on the loan totaling $152,000 and no interest payments were made. The outstanding balance on the loan was $268,000 as of September 30, 2025.

1800 Diagonal Notes

On September 9, 2024, the Company issued to Diagonal a convertible promissory note in the principal amount of $179,400 with an original issue discount of $23,400 (the "September Diagonal Note"). The September Diagonal Note has an interest rate of 13% with a one-time interest payment of $23,322 paid upon issuance and a maturity date of June 15, 2025. The proceeds from the sale of the September Diagonal Note are for general working capital. Upon the occurrence of an event of default as described in the September Diagonal Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the September Diagonal Note into shares of the Company's common stock at a conversion price of 65% of the market price as described in the note. The Company may not, without Diagonal's written consent, sell, lease, or otherwise dispose of any significant portion of its assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the September Diagonal Note. The Company is required to make monthly payments starting March 15, 2025, until the due date of June 15, 2025. The first payment due March 15, 2025, is $131,769. The monthly payment for April 15, 2025, May 15, 2025, and June 15, 2025, is $23,651. For the nine months ended September 30, 2025, the Company made principal payments on the loan totaling $179,400 of which $38,681 was paid through the issuance of an aggregate of 1,639,719 share of common stock and no interest payments were made. The outstanding balance on the loan was $0 as of September 30, 2025.

On October 1, 2024, the Company issued to Diagonal a convertible promissory note in the principal amount of $121,900 with an original issue discount of $15,900 (the "October Diagonal Note"). The October Diagonal Note has an interest rate of 12% with a one-time interest payment of $14,628 paid upon issuance and a maturity date of June 30, 2025. The proceeds from the sale of the October Diagonal Note are for general working capital. Upon the occurrence of an event of default as described in the October Diagonal Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the October Diagonal Note into shares of the Company's common stock at a conversion price of 75% of the market price as described in the note. The Company may not, without Diagonal's written consent, sell, lease, or otherwise dispose of any significant portion of its assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the October Diagonal Note. For the nine months ended September 30, 2025, the Company made principal payments on the loan totaling $81,267 and interest payments of $9,752. The outstanding balance on the loan was $0 as of September 30, 2025.

On December 16, 2024, the Company issued to Diagonal a convertible promissory note in the principal amount of $90,850 with an original issue discount of $11,850 (the "December Diagonal Note"). The December Diagonal Note has an interest rate of 12% with a one-time interest payment of $10,902 paid upon issuance and a maturity date of September 15, 2025. The proceeds from the sale of the December Diagonal Note are for general working capital. Upon the occurrence of an event of default as described in the December Diagonal Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the December Diagonal Note into shares of the Company's common stock at a conversion price of 75% of the market price as described in the note. The Company may not, without Diagonal's written consent, sell, lease, or otherwise dispose of any significant portion of its assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the December Diagonal Note. For the nine months ended September 30, 2025, the Company made principal payments on the loan totaling $81,329 and interest payments of $9,691. The outstanding balance on the loan was $9,521 as of September 30, 2025.

On January 28, 2025, the Company issued to Diagonal a convertible promissory note in the principal amount of $149,650 with an original issue discount of $19,650 (the "January Diagonal Note"). The January Diagonal Note has an interest rate of 13% with a one-time interest payment of $19,454 paid upon issuance and a maturity date of October 30, 2025. The proceeds from the sale of the January Diagonal Note are for general working capital. Upon the occurrence of an event of default as described in the January Diagonal Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the January Diagonal Note into shares of the Company's common stock at a conversion price of 75% of the market price as described in the note. The Company may not, without Diagonal's written consent, sell, lease, or otherwise dispose of any significant portion of its assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the January Diagonal Note. The Company is required to make monthly payments starting July 30, 2025, until the due date of October 30, 2025. The first payment due July 30, 2025, is $109,918. The monthly payment for August 30, 2025, September 30, 2025, and October 30, 2025, is $19,729. For the nine months ended September 30, 2025, the Company made no principal and interest payments. The outstanding balance on the loan was $149,650, net of discount of $2,183, and totaling $147,467 as of September 30, 2025.

August 2024 Private Placement Offering

In August, 2024, the Company entered into securities purchase agreements (each a "Securities Purchase Agreement") with each of Quick Capital, LLC, a Wyoming limited liability company ("Quick Capital") and Jefferson Street Capital, LLC, a New Jersey limited liability company ("Jefferson") whereby we issued promissory notes in the aggregate principal amount of $550,000 (the "August Private Placement Offering").

The Company agreed to issue to Quick Capital and Jefferson up to 39,300 shares of our Common Stock as a "Commitment Fee".

As part of the August Private Placement Offering, the Company issued two promissory notes each in the principal amount of $275,000 with an original issue discount of $25,000 (the "Private Placement Notes"). The Private Placement Notes have a one-time interest payment of $27,500. Thereafter, any principal amount of interest which is not paid upon maturity will accrue at a rate of the lesser of (i) sixteen percent (16%) per annum, or (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The Private Placement Notes have a maturity date of 10 months after issuance and the proceeds from the notes are for general corporate purposes. The Company agreed to issue to each of Quick Capital and Jefferson 19,650 shares of Common Stock as additional consideration for entering into Private Placement Notes.

The investors have the right, at any time on or following the earlier of (i) the date that any of the shares are registered for resale under a registration statement of the Company or (ii) the date that is six (6) months after the issue date, to convert all or any portion of the then outstanding and unpaid principal and interest into fully paid and non-assessable shares of our Common Stock. The conversion price shall be $1.50, subject to adjustments. We have agreed to reserve a sufficient number of Common Stock (initially, 2,000,000 shares) for issuance upon conversion of the Private Placement Notes in accordance with their terms.

If an event of default occurs under the Private Placement Notes, the investors have the right to convert all amounts outstanding under the notes at any time thereafter into shares of Common Stock at the lesser of (i) the then applicable conversion price under the notes or (ii) the Market Price. "Market Price" shall mean 85% of the lowest VWAP on any trading day during the ten (10) trading days prior to the respective conversion date. "VWAP" means, for any security as of any date, the dollar volume-weighted average price for such security on the principal market during the period beginning at 9:30 a.m., Eastern Standard Time, and ending at 4:00 p.m., Eastern Standard Time, as reported by Quote stream or other similar quotation service provider designated by the investors.

The Company may prepay the Private Placement Notes at any time with fifteen (15) trading days prior written notice (the "Prepayment Notice Period"). During the Prepayment Notice Period, the investor shall have the right to convert all or any portion of the Private Placement Notes pursuant to the terms of the notes, including the amount of the Private Placement Notes to be prepaid. If the Company exercises its right to prepay the notes, the Company shall make payment to the investor of an amount in cash equal to the sum of: (i) 100% multiplied by the principal amount then outstanding plus (ii) accrued and unpaid interest on the principal amount to the Prepayment Notice Date, and (iii) $750 to reimburse the investor for administrative fees.

If the Company delivers a prepayment notice and fails to pay the applicable prepayment amount, the Company shall forever forfeit its right to prepay any part of the Private Placement Notes.

The Private Placement Notes have mandatory monthly payments of $43,200. The initial payments are due on November 9, 2024 and November 12, 2024, respectively.

The Company's failure to comply with the material terms of the Private Placement Notes will be considered an event of default and the principal sum of the Private Placement Notes will become immediately due and payable at an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 135%, as well as all costs, all without demand, presentment or notice, unless expressly waived by the investor.

The investors may assign their rights to any "accredited investor" (as defined in Rule 501(a) of the 1933 Act) in a private transaction or to any of its affiliates without the consent of the Company.

While the Private Placement Notes remain outstanding, we shall not, without the investor's written consent (i) (a) pay, declare or set apart for such payment, any dividend or other distribution on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution with respect to its capital stock except for distributions pursuant to any shareholders' rights plan which is approved by a majority of the Company's disinterested directors, (ii) redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares, or repay any indebtedness of the investor (iii) advance any loans made in the ordinary course of business in excess of $100,000, (iv) sell, lease or otherwise dispose of any significant portion of our assets outside the ordinary course of business, and (v) enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) or Section 3(a)(10) of the Securities Act.

In conjunction with the August Private Placement Offering, the Company entered into a registration rights agreement with each of Quick Capital and Jefferson. The Company agreed to file a registration statement with the Securities and Exchange Commission to register the re-sale of the maximum number of shares of Common Stock covered in the August Private Placement Offering within sixty (60) calendar days from the date of execution.

During the nine months ended September 30, 2025, the Company made aggregate principal payments on the Private Placement Notes of $257,639 of which $91,441 was paid through the issuance of an aggregate of 2,876,074 shares of common stock. The outstanding balance on the loan was $99,874 as of September 30, 2025.

Labrys Fund Note

On August 25, 2025, the Company issued to Labrys Fund II, L.P. ("Labrys Fund") a convertible promissory note in the principal amount of $169,500 with an original issue discount of $25,425 (the "Labrys Note"). The Labrys Note has an interest rate of 13% with a one-time interest payment of $22,035 paid upon issuance and a maturity date of August 25, 2026. The proceeds from the sale of the Labrys Note are for general working capital. Upon the occurrence of an event of default as described in the Labrys Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. Additionally, Labrys Funds will have the right to convert all or any part of the outstanding and unpaid amount of the Labrys Note into shares of the Company's common stock at a conversion price of 75% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the Labrys Note. For the nine months ended September 30, 2025, the Company made no principal and interest payments on the loan. The outstanding balance on the loan was $169,500 as of September 30, 2025.

Quick Capital Note

On September 16, 2025, the Company issued to Quick Capital a convertible promissory note in the principal amount of $47,059 with an original issue discount of $7,059 (the "Quick Capital Note"). The Quick Capital Note has an interest rate of 13% with a one-time interest payment of $6,118 paid upon issuance and a maturity date of June 16, 2026. The proceeds from the sale of the Quick Capital Note are for general working capital. Upon the occurrence of an event of default as described in the Quick Capital Note, the note will become immediately due and payable at a default interest rate of 24% of the then outstanding principal amount of the note. Additionally, Quick Capital will have the right to convert all or any part of the outstanding and unpaid amount of the Quick Capital Note into shares of the Company's common stock at a conversion price of 65% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the Quick Capital Note. For the nine months ended September 30, 2025, the Company made no principal and interest payments on the loan. The outstanding balance on the loan was $47,059 as of September 30, 2025.

ClearThink Note

On September 18, 2025, the Company issued ClearThink a convertible promissory note in the principal amount of $47,059 with an original issue discount of $7,059 (the "ClearThink Note"). The ClearThink Note has an interest rate of 13% with a one-time interest payment of $6,118 paid upon issuance and a maturity date of June 16, 2026. The proceeds from the sale of the ClearThink Note are for general working capital. Upon the occurrence of an event of default as described in the ClearThink Note, the note will become immediately due and payable at a default interest rate of 24% of the then outstanding principal amount of the note. Additionally, ClearThink will have the right to convert all or any part of the outstanding and unpaid amount of the ClearThink Note into shares of the Company's common stock at a conversion price of 65% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the ClearThink Note. For the nine months ended September 30, 2025, the Company made no principal and interest payments on the loan. The outstanding balance on the loan was $47,059 as of September 30, 2025.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.