NOTE 3 – TRANSITION FROM LIQUIDATION BASIS TO GOING CONCERN

During September of 2024, Ampleo Turnaround and Restructuring, LLC was placed as the receiver over the Company’s assets due to its significant outstanding debt. Subsequently, during February of 2025, the receiver filed a motion to sell all of the Company’s assets to Streeterville and Bucktown Capital for an approximate credit bid of $35.7 million and $0.1 million in cash. The motion was approved by the court (overseeing the motion) on March 30, 2025 with title to the assets being transferred to the creditor on May 14, 2025. The Company believes that it continued to function as a going concern until the date the motion to sell its assets was approved by the court at which time its liquidation became imminent. Furthermore, on June 25, 2026, Hydrenesis, a related party under common control, granted the Company a perpetual license to use and commercialize the licensed technology in aquaculture and related fields. The Company believes that as of that date its liquidation was no longer imminent and, as such, it transitioned back to being a going concern.

Based on the above, the Company has presented the following in its interim financial statements for the period ended June 30, 2026: