SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidated Financial Statement Preparation and Use of Estimates

The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates.

Prepaid expenses and other current assets

Prepaid expenses consist of advance payments for services, licenses, or other costs that benefit future periods. Amounts expected to be realized or consumed within twelve months are classified as current; amounts beyond twelve months are classified as noncurrent. Prepaid expenses are expensed on a straight-line basis or based on usage patterns consistent with the underlying arrangement.

The current portion is expected to be recognized as an expense within twelve months of the balance sheet date, with the non-current portion recognized over the remaining terms of the related agreements.

Accounts payable and accrued expenses

Accounts payable represent amounts owed to vendors for goods and services received but not yet paid. Accrued expenses represent obligations incurred for which invoices have not been received, such as professional fees or other operating costs. These liabilities are recorded at estimated amounts and are classified as current.

Accrued Expenses

Accrued Expenses represent liabilities for costs that have been incurred but not yet invoiced or paid as of the reporting date. These expenses are recognized according to the accrual basis of accounting, ensuring expenses are matched to the period in which they are incurred.

Recognition: Accrued expenses are recorded when the expense is incurred, even if an invoice has not been received.

Measurement: These liabilities are estimated based on contracts, agreements, or historical costs, and adjustments are made when actual amounts are determined.

Classification: Accrued expenses are classified as current liabilities on the balance sheet.

Accrued expenses, related parties, as of June 30, 2026 and December 31, 2025, were $184,367 and $123,173, respectively, and consisted principally of accrued CEO services, CFO services, and rent reimbursements.

Legal Proceedings

The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to legal proceedings pending when the loss is probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses when incurred. The Company is currently not involved in any litigation.

Provision for Income Taxes

The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable yearly.

The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, more than 50%, is likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately forecast actual outcomes. The Company includes interest and penalties for tax contingencies in providing income taxes in the operations’ consolidated statements. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months.

Research and Development (R&D) Expenses

Research and development costs are expensed as incurred in accordance with ASC Topic 730, Research and Development. These costs include third-party engineering, design, prototyping, testing, and related activities. The Company acknowledges that future benefits from research and development (R&D) are uncertain and cannot capitalize on the R&D expenditure. The GAAP accounting standards require us to expense all research and development expenditures as incurred.

In addition to the capitalized costs, the Company incurred $50,000 in research and development expenses. These R&D costs primarily relate to:

	·	Initial feasibility studies and conceptual designs.
	·	Experimental testing and prototype development.

The expensed R&D costs are reflected in the Company's income statement under "General & Administrative Expenses" for the period.

Share-based compensation to employees and non-employees

The Company uses ASC 718 guidance to apply share-based compensation accounting to certain employees and non-employee individuals, such as outsourced employees, non-employee directors, and consultants performing management functions, who are employees or non-employees. The differences in the accounting for share-based payment awards granted to an employee versus a non-employee relate to the measurement date and recognition requirements. The Company believes an employee is the one who has the right to exercise sufficient control to establish an employer-employee relationship based on common law, as illustrated in case law and currently under US Internal Revenue Service (IRS) Revenue Ruling 87-41.

Restricted securities are securities acquired in unregistered, private sales from the Company or an affiliate. Restricted securities require the owner to follow the US Securities Exchange Commission guidelines defined under Rule 144 - Selling Restricted and Control Securities. On the other hand, restricted shares issued for consideration other than for goods or employee services are fully paid for immediately. As a result, the Company has expensed these shares at the time of the contract. There is no vesting period for non-employees.

Basic and Diluted Loss per Share

The Company follows ASC 260, Earnings Per Share, to account for loss per share. Basic loss per share is determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. For each of the three and six months ended June 30, 2026 and 2025, weighted average basic and diluted shares outstanding were 65,056,977 and 66,056,977, respectively.

Common stock equivalents, if any, were anti-dilutive for the three and six months ended June 30, 2026 and 2025 due to net losses and therefore were excluded from diluted loss per share.

Reclassifications

Certain prior period amounts were reclassified to conform to the current year’s presentation. None of these classifications impacted reported operating or net loss for any presented period.

Recent Accounting Pronouncements

The Company evaluates newly issued accounting standards updates, SEC staff guidance, and related professional publications when they are released to determine whether adoption will materially affect the consolidated financial statements or disclosures. The most relevant recent developments that management has considered are described below.

One notable SEC development is Staff Accounting Bulletin No. 122 (SAB 122), issued January 23, 2025, which rescinds the prior interpretive guidance in Topic 5.FF of the Staff Accounting Bulletin Series related to obligations to safeguard crypto-assets held for platform users. The rescission became effective January 30, 2025. SAB 122 directs entities with obligations to safeguard crypto-assets for others to apply the recognition and measurement requirements for liabilities arising from contingencies under ASC 450-20, Loss Contingencies, or IAS 37 under IFRS, rather than the prior guidance. It also emphasizes the need for appropriate disclosures about the effects of the change in accounting principles. The SEC notes that entities should effect the rescission on a fully retrospective basis in annual periods beginning after December 15, 2024, with earlier application permitted.

Management will apply SAB 122, if applicable in future periods, in accordance with SEC staff guidance and ASC 250, Accounting Changes and Error Corrections. Because the Company does not currently hold or safeguard crypto-assets for others, SAB 122 did not have a material impact on the Company’s unaudited consolidated financial statements for the periods presented.

Another recent development relevant to preparers is FASB Accounting Standards Update 2024-02, which removes references to the FASB Concepts Statements from the Codification. This ASU is part of FASB’s ongoing efforts to improve the Codification by eliminating references that may imply authoritative status for Concepts Statements and by making technical improvements. The update is primarily technical in nature, involving conforming amendments, clarifications, and structural improvements that do not change substantive recognition or measurement requirements. As such, management does not expect ASU 2024-02 to materially impact the Company’s accounting policies, balances, or disclosures. Nevertheless, management will ensure that any Codification references in disclosures remain aligned with the updated text as needed when preparing future filings.

In addition to the specific updates above, management is aware that the FASB and SEC may issue other ASUs or guidance that could affect public and private companies, including topics such as credit losses, internal-use software, or derivative scope refinements. The Company periodically reviews newly issued and recently effective accounting standards and SEC staff guidance to determine whether such pronouncements could be material. As of the date of these financial statements, none of the recently reviewed updates, aside from those noted above, are expected to materially affect the Company’s consolidated financial statements given its current operations and capital structure. Should the Company’s facts or operations change—for example, through new financial instruments, expanded business activities, or thresholds that trigger additional disclosures—management will reassess the potential impact of any newly effective guidance and update disclosures in subsequent periods.

Finally, the Company continues to monitor FASB and SEC publications for additional ASUs, SEC staff guidance, or interpretive updates. Any future pronouncement that could materially affect recognition, measurement, or disclosure requirements will be evaluated promptly, with implementation planning and disclosure updates undertaken in accordance with applicable standards and regulatory expectations.