Note 2 - Going Concern and Management Plans

During the three months ended March 31, 2025, the Company did not generate any revenues, had a net loss of approximately $1,482,000 and used cash in operations of approximately $600,000. As of March 31, 2025, the Company had a working capital deficiency of approximately $20,136,000 and an accumulated deficit of approximately $47,662,000. As of March 31, 2025 and through the date of this filing, notes payable with principal amounts totaling approximately $6,328,000 and $11,116,000, respectively, were past due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date these financial statements are issued.

The Company is currently funding its operations on a month-to-month basis. While there can be no assurance that it will be successful, the Company is in active negotiations to raise additional capital. The Company’s primary sources of operating funds since inception have been equity and debt financings. Management’s plans include continued efforts to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, if the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. Subsequent to March 31, 2025 and as more fully described in Note 10, Subsequent Events, the Company received aggregate proceeds of approximately $2,839,000 from the issuance of notes payable, $310,000 from the issuance of Series B Convertible Preferred Stock and $100,000 from the issuance of Common Stock.

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