GOING CONCERN AND MANAGEMENT’S PLANS

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN AND MANAGEMENT’S PLANS

NOTE 3. GOING CONCERN AND MANAGEMENT’S PLANS

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values.

The Company currently and historically has reported net losses and cash outflows from operations. As of December 31, 2025, cash totaled approximately $1.1 million and negative working capital of $0.3 million. A significant improvement to the Company’s financial position occurred on December 31, 2025, when the Company settled $4.0 million of intercompany debt through the issuance of 43,889,786,222 shares of common stock to Healthy Choice Wellness Corp. (“HCWC”), a related party. This strategic debt-for-equity transaction eliminated a substantial current liability and significantly strengthened the Company’s balance sheet.

On November 7, 2024, the Company entered into a commitment letter with an investor establishing a $5 million revolving credit facility (the “Facility”). On April 11, 2025, the Company and the lender amended the agreement to extend the maturity date from April 30, 2026 to December 31, 2026. As of December 31, 2025, the Company had not drawn on this facility, leaving the full $5 million available for working capital purposes. The interest rate on any amounts borrowed is 12% per annum.

Management has implemented and continues to pursue the following initiatives to address liquidity needs and support ongoing operations:

	●	Debt Restructuring Success: The settlement of $4.0 million in debt through equity issuance has materially improved the Company’s financial position by eliminating a significant liability while preserving cash resources.
	●	Credit Facility Availability: The undrawn $5 million credit facility provides immediate liquidity access through December 31, 2026, with funds available for working capital needs.
	●	Revenue Initiatives: The Company is actively pursuing commercialization opportunities, including licensing negotiation, marketing and distribution with third party, and exploration of additional strategic partnerships for existing product lines.
	●	Cost Management: Implementation of expense reduction measures, including optimization of consulting expenditures and operational efficiencies following the spin-off of HCWC.
	●	Strategic Financing: Continued evaluation of additional financing alternatives, including potential equity offerings or strategic investments, to support growth initiatives and working capital requirements.

Based on the successful completion of the $4.0 million debt settlement, the availability of the $5 million credit facility, and management’s ongoing initiatives to commercialize products and manage expenses, the Company believes its existing cash resources and available credit will enable it to meet its obligations and capital requirements for at least the twelve months from the date these financial statements are issued. The success of these plans is dependent upon various factors, foremost being the ability to reduce outside consulting expenses and the ability to secure additional capital from outside investors. There can be no assurance that such plans will be successful.