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NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Historical Business Operations NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, was a former biotechnology company that was focused on growing Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities. Receivership On September 4, 2024, Streeterville Capital, LLC, a Utah limited liability company, and Bucktown Capital, LLC, a Utah limited liability company (collectively, “Lenders”), filed a Verified Emergency Motion for Appointment of Receiver (the “Motion”) under Civil Case No. 240907138, in the District Court of Salt Lake County, Utah, against NaturalShrimp, Inc. (“NaturalShrimp”). The Motion alleged, among other things, that NaturalShrimp had defaulted under the terms of its loan agreements with the Lenders. The Motion sought the appointment of a Receiver to immediately take control of NaturalShrimp’s assets to preserve the same. An order was entered ex parte by the Utah State Court in the Receivership Case on September 9, 2024 granting the relief requested by Lenders. The Utah State Court duly appointed Amplēo Turnaround and Restructuring, LLC (the “Receiver”) as the receiver over NaturalShrimp’s assets. The Utah State Court’s order further scheduled a hearing to be held on September 17, 2024, on a preliminary injunction to address issues raised in the Motion. On November 20, 2024, the Lenders and NaturalShrimp filed a Verified Amended and Stipulated Emergency Motion for Immediate Appointment of a Receiver in the Receivership Case. On November 22, 2024, the Utah State Court entered an order granting the Stipulated Motion and appointed Receiver as the receiver over the assets of NaturalShrimp. Under the Amended Receivership Order, the Receiver is the receiver over the Receivership Entities’ assets. On February 11, 2025, the Receiver filed a Motion for Approval to Sell Substantially all of the Receivership Entities’ Assets to Streeterville Captial, LLC and Bucktown Captial, LLC (or Their Designees) or Any Other Party With a Higher and Better Offer Free and Clear of All Liens, Interests, Claims, and Encumbrances (the “Sale Motion”) in the Receivership Case. The Sale Motion sought the Utah State Court’s approval for the Receiver to sell substantially all of the Receivership Entities’ assets free and clear of all liens, interests, claims, and encumbrances to Streeterville and Bucktown Capital, through their designated entities, NaturalShrimp Farms, Inc. (“NV Purchaser”), a Nevada corporation, Iowa Shrimp Holdings, LLC (“IA Purchaser”), an Iowa limited liability company, Texas Shrimp Holdings, LLC (“TX Purchaser” or together with NV Purchaser and IA Purchaser, the “Purchasers”), a Texas limited liability company, for a roughly $35,703,789.87 credit bid (based on a secured and administrative claim basis) and $100,000 cash, pursuant to the terms and conditions set forth in that certain Asset Purchase Agreement (“APA”) between Trustee and Purchasers. The order to sell the assets was approved on March 30, 2025 and the title to the assets was transferred to the lenders on May 14, 2025. Intellectual Property Agreement with Hydrenesis, Inc. During March of 2026, NaturalShrimp Incorporated entered into an Intellectual Property Acquisition and Management Transition Agreement (the “Agreement”) with Hydrenesis, Inc., a Florida corporation (“Hydrenesis”), and David Antelo. Pursuant to the agreement: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">●</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">The Company agreed to transition its operations toward the commercialization of aquaculture and water treatment technologies</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">●</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Certain governance and control rights were transferred </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">●</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Hydrenesis agreed to grant the Company a license to certain intellectual property, technology rights, know-how, and related commercialization rights, subject to the terms and conditions of the agreement</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">●</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">The Company’s outstanding obligation to Hydrenesis in the amount of approximately $<span id="xdx_905_eus-gaap--AssetAcquisitionConsiderationTransferredEquityInterestIssuedAndIssuable_pn5n6_c20260301__20260331__us-gaap--AssetAcquisitionAxis__custom--IntellectualPropertyAgreementWithHydrenesisIncMember_zQ5mwYUQSxS" title="Converted into equity">1.3 million will be converted into equity at Closing;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">●</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">The Company approved and executed Certificates of Designation for Series P, Series P-2, and Series L Preferred Stock, which are expected to be filed with the Nevada Secretary of State;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in"></td><td style="font: 10pt Times New Roman, Times, Serif; width: 0.25in">●</td><td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Existing liabilities, obligations, and legacy securities, including Series A Preferred Stock and Series F Preferred Stock, will be restructured, amended, cancelled, or exchanged into Series L Preferred Stock;</td></tr></table> On June 25, 2026, NaturalShrimp Inc, Hydrenesis, Inc., and David Antelo entered into a First Amendment to the Intellectual Property Acquisition and Management Transition Agreement and Amended and Restated Perpetual Field-of-Use License Terms (the “Amendment”). The amendment confirmed that the intellectual property transfer contemplated by the original agreement did not occur. Instead, effective June 25, 2026, Hydrenesis granted the Company a perpetual, worldwide, exclusive, and sublicensable license to use and commercialize the licensed technology in aquaculture and related fields. However, as of June 30, 2026, i) the Company’s outstanding obligation to Hydrenesis had not been extinguished ii) No Series P or Series L preferred shares were issued and iii) no other existing liabilities or obligations (including preferred shares) were restructured, amended, cancelled or exchanged.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Condensed Consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). As the Company’s liquidation was considered imminent on March 30, 2025, the Company has presented its financial statements under the liquidation basis of accounting as of June 25, 2026 and March 31, 2025 and for the periods ended June 25, 2026 and June 30, 2025. Further, as a result of the intellectual property agreement with Hydrenesis and Mr. Antelo, the Company believes that it transitioned from liquidation basis to a going concern as of June 25, 2026 ( i.e. the date that the perpetual license was transferred). Thus, the Company has also presented a going concern balance sheet as of June 30, 2026 and a going concern statement of operations, cash flow statement and statement of changes in shareholders equity for the period of June 26, 2026 through June 30, 2026. Extinguishment of Liabilities The Company determines whether a liability has been extinguished in accordance ASC 405-20, Extinguishment of liabilities. Specifically, a liability has been extinguished if either i) the debtor pays the creditor and is relieved of its obligation for the liability or ii) the debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor. Liquidation Basis of Accounting In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation. When using the liquidation basis of accounting, the Company will i) recognize other items that it previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities. Transactions under Common Control The Company recognizes transactions under common control in accordance with ASC 805-50. Specifically, when accounting for a transfer of assets or exchange of shares between entities under common control, the Company will initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. Going Concern Due to its limited operations, limited cash and significant net liabilities as of June 30, 2026 the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after its financial statements were issued. The Company hopes to raise funds in the private markets to fund its business operations. However, no plans were finalized as of the time of this filing. Preferred Share Issuances Upon the issuance of preferred shares, the Company will determine if the shares should be classified as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. If the Company determines that the preferred shares should not be classified as a liability, it will then assess whether the shares should be classified as permanent or temporary equity. If classified as temporary equity, the Company will re-measure the shares at the end of each reporting period (if required) in accordance with 480-10-S99. If classified as permanent equity, the shares will not be re-measured at the end of each reporting period. Recently Issued Accounting Standards In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new ASU to its financial statements.

Basis of Presentation The Condensed Consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). As the Company’s liquidation was considered imminent on March 30, 2025, the Company has presented its financial statements under the liquidation basis of accounting as of June 25, 2026 and March 31, 2025 and for the periods ended June 25, 2026 and June 30, 2025. Further, as a result of the intellectual property agreement with Hydrenesis and Mr. Antelo, the Company believes that it transitioned from liquidation basis to a going concern as of June 25, 2026 ( i.e. the date that the perpetual license was transferred). Thus, the Company has also presented a going concern balance sheet as of June 30, 2026 and a going concern statement of operations, cash flow statement and statement of changes in shareholders equity for the period of June 26, 2026 through June 30, 2026.

Extinguishment of Liabilities The Company determines whether a liability has been extinguished in accordance ASC 405-20, Extinguishment of liabilities. Specifically, a liability has been extinguished if either i) the debtor pays the creditor and is relieved of its obligation for the liability or ii) the debtor is legally released from being the primary obligor under the liability, either judicially or by the creditor. Liquidation Basis of Accounting In accordance with ASC 205-30, Liquidation Basis of Accounting, the Company prepares its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when either of the following occurs-i) A plan for liquidation has been approved by the person or persons with the authority to make such a plan effective, and the likelihood is remote that either execution of the plan will be blocked by other parties or the entity will return from liquidation and ii) A plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation. When using the liquidation basis of accounting, the Company will i) recognize other items that it previously had not recognized but it expects to sell in liquidation or use to settle liabilities ii) accrue costs and income that it expects to incur or earn through the end of its liquidation if and when it has a reasonable basis for estimation iii) measure its assets to reflect the estimated amount of cash or other consideration that it expects to collect in settling or disposing of those assets in carrying out its plan for liquidation and iv) measure its liabilities in accordance with the measurement provision of other topics that it would otherwise apply to those liabilities.

Transactions under Common Control The Company recognizes transactions under common control in accordance with ASC 805-50. Specifically, when accounting for a transfer of assets or exchange of shares between entities under common control, the Company will initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer.

Going Concern Due to its limited operations, limited cash and significant net liabilities as of June 30, 2026 the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after its financial statements were issued. The Company hopes to raise funds in the private markets to fund its business operations. However, no plans were finalized as of the time of this filing.

Preferred Share Issuances Upon the issuance of preferred shares, the Company will determine if the shares should be classified as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. If the Company determines that the preferred shares should not be classified as a liability, it will then assess whether the shares should be classified as permanent or temporary equity. If classified as temporary equity, the Company will re-measure the shares at the end of each reporting period (if required) in accordance with 480-10-S99. If classified as permanent equity, the shares will not be re-measured at the end of each reporting period.

Recently Issued Accounting Standards In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new ASU to its financial statements.

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: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">●</td><td style="text-align: justify">A going concern balance sheet as of June 30, 2026</td></tr> <tr style="vertical-align: top"> <td></td><td>●</td><td style="text-align: justify">A going concern statement of operations, cash flow statement and statement of changes in shareholders equity for the period from June 26, 2026 through June 30, 2026</td></tr> <tr style="vertical-align: top"> <td></td><td>●</td><td style="text-align: justify">A condensed consolidated statement of net liabilities in liquidation as of June 25, 2026 and March 31, 2025</td></tr> <tr style="vertical-align: top"> <td></td><td>●</td><td style="text-align: justify">A condensed consolidated statement of changes in net liabilities in liquidation for the period ended June 25, 2026 and three months ended June 30, 2025</td></tr></table>

35700000

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NOTE 4 – INTELLECTUAL PROPERTY TRANSFER On June 25, 2026, Hydrenesis, a related party under common control, granted the Company a perpetual, worldwide, exclusive and sublicensable license to use and commercialize licensed technology in aquaculture and related fields (“IP”). In exchange for the transferred IP, the Company agreed to issue Series P preferred stock and series P-2 preferred stock to Mr. Antelo and Hydrenesis, respectively. Additional preferred stock may be earned by both Mr. Antelo and Hydrenesis upon achievement of certain milestones outlined in the agreement. No preferred shares were issued as of June 30, 2026. In accordance with ASC 805-50, the Company recognized the perpetual license at its carrying amount in the accounts of the transferring entity at the date of transfer. As the transferor had recognized all costs related to developing the IP as research and development expense, the Company did not recognize as asset related to the transferred IP. Further, as the preferred shares were not yet authorized or issued, the Company has not presented them on the face of their balance sheet. Once the preferred shares are issued, the Company plans to recognize the shares at a $0 value on the face of its balance sheet and classify them in permanent equity.

NOTE 5 –CURRENT LIABILITIES Accounts Payable Accounts payable was comprised of various payables to a significant number of vendors. The Company is currently in active talks with the vendors to settle the outstanding payables through the issuance of preferred shares. Accounts Payable-Related Party The Company had an outstanding liability to Hydrenesis of approximately $1.3 million related to an equipment rights agreement (with that entity) that was entered into during 2021. As a result of the perpetual license agreement (discussed in Note 4), Natural Shrimp and Hydrenesis became related parties as both entities have the same chief executive officer. The Company plans to settle the outstanding liability through the issuance of preferred shares. Accrued Expenses Accrued expenses was primarily comprised of $1.8 million in accrued compensation to former employees and $1.7 million outstanding to the Company’s former legal counsel. The Company is currently in active discussion with both the former employees and former legal counsel to settle the outstanding balance through the issuance of equity instruments (warrants or preferred shares). Notes Payable The Company had approximately $1.2 million in outstanding loans as of June 30, 2026. The loans were primarily with former employees and were all in default as of June 30, 2026. The Company is in active negotiations with the former employees in attempt to settle the outstanding notes through the issuance of preferred shares. Per agreements with the creditors interest on the outstanding notes ceased being accrued as of September 8, 2024 (i.e. the receivership date). Dividends Payable Dividends payable relates to accrued dividends on the former Series E, F and G preferred shares. The Company is in active negotiations with the preferred shareholders in attempt to settle the outstanding payables through the issuance of preferred shares. Mandatorily Redeemable Preferred Shares The Company’s Series E and G have been recognized as a liability (in accordance with ASC 480) as they were considered mandatorily redeemable as of June 30, 2026.

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NOTE 6 – STOCKHOLDERS’ EQUITY Preferred Stock Series E On April 14, 2021, the Board authorized the issuance of <span id="xdx_900_eus-gaap--PreferredStockSharesAuthorized_iI_c20210414__us-gaap--StatementClassOfStockAxis__custom--SeriesEConvertiblePreferredStockMember_znVeDfqvPqG9" style="font-family: Times New Roman, Times, Serif">10,000 shares of the Company’s Series E Preferred Stock and filed a Certificate of Designation (“COD”) of Preferences of the Series E Convertible Preferred Stock with the State of Nevada. The shares of Series E Preferred Stock have a stated value of $<span id="xdx_90E_ecustom--PreferredStockStatedValue_iI_c20210414__us-gaap--StatementClassOfStockAxis__custom--SeriesEConvertiblePreferredStockMember_zPLnDxzPyZPa" style="font-family: Times New Roman, Times, Serif" title="Preferred stock stated value">1,200 per share and are convertible into shares of common stock at the election of the holder of the Series E Preferred Stock at any time at a price of $<span id="xdx_905_eus-gaap--PreferredStockConvertibleConversionPrice_iI_pid_c20210414__us-gaap--StatementClassOfStockAxis__custom--SeriesEConvertiblePreferredStockMember_z7IBR3EjVvA3" style="font-family: Times New Roman, Times, Serif" title="Conversionp price">0.35 per share, subject to adjustment (the “Conversion Price”). The Series E Preferred Stock is convertible into that number of shares of common stock determined by dividing the Series E Stated Value (plus any and all other amounts which may be owing in connection therewith) by the Conversion Price, subject to certain beneficial ownership limitations. Each holder of Series E Preferred Stock shall be entitled to receive, with respect to each share of Series E Preferred Stock then outstanding and held by such holder, dividends at the rate of twelve percent (<span id="xdx_90D_eus-gaap--PreferredStockDividendRatePercentage_pid_dp_c20210414__20210414__us-gaap--StatementClassOfStockAxis__custom--SeriesEConvertiblePreferredStockMember_zrXlKYAIzCcc" style="font-family: Times New Roman, Times, Serif">12%) per annum, payable quarterly. Each share of Series E Preferred Stock shall be redeemed by the Company on the date that is no later than one calendar year from the date of its issuance. <span id="xdx_902_eus-gaap--PreferredStockRedemptionTerms_c20210414__20210414__us-gaap--StatementClassOfStockAxis__custom--SeriesEConvertiblePreferredStockMember_zmLHwRaa5e3b" title="Preferred stock redemption terms">The Series E Preferred Stock are also redeemable at the Company’s option, at percentages ranging from 115% to 125% for the first 180 days, based on the passage of time. The holders of Series E Preferred Stock rank senior to the Common Stock and Common Stock Equivalents (as defined in the Series E Designation) with respect to payment of dividends and rights upon liquidation and will vote together with the holders of the Common Stock on an as-converted basis, subject to beneficial ownership limitations, on each matter submitted to a vote of holders of Common Stock (whether at a meeting of shareholders or by written consent). Based upon a subsequent financing, the holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities or units issued in a subsequent financing on a $1.00 for $1.00 basis. In the event of a Fundamental Transaction, the holder has the option to request that the Company or the successor entity shall purchase the Preferred Stock from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes value. Upon any triggering event as set forth in the COD, including a change in control or the Company shall fail to have available a sufficient number of authorized and unreserved shares of common stock to issue to such holder upon a conversion, each holder shall have the right, exercisable at the sole option of such holder, to require the Company to redeem all of the Series E Preferred Stock then held by such holder for a redemption price, in cash, equal to the Triggering Redemption Amount (150% of the Stated Value and all accrued but unpaid dividends and all liquidated damages, late fees and other costs), and increase the dividend rate on all of the outstanding Preferred Stock held by such Holder to 18% per annum thereafter. Upon any liquidation, dissolution or winding-up of the Company, the holders shall be entitled to receive out of the assets of the Company an amount equal to the stated value, plus any accrued and unpaid dividends and any other fees or liquidated damages then due and owing for each share of Preferred Stock, before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation. Because the preferred shares were mandatorily redeemable as of June 30, 2026 they have been classified as a liability. Series F On February 22, 2021, the Board authorized the issuance of 750,000 shares of the Company’s Series F Preferred Stock and filed a Certificate of Designation (“COD”) of Preferences of the Series F Preferred Stock with the State of Nevada. The Series F preferred shares does not include any dividends and does not have liquidation preference. However, <span id="xdx_902_eus-gaap--PreferredStockVotingRights_c20210222__20210222__us-gaap--StatementClassOfStockAxis__custom--SeriesFRedeemableConvertiblePreferredStockMember_zMtNNEBnOcH" title="Preferred stock voting rights">each share carries 1,000 votes (voting with common stock as a single class), and after a 3-year lockup, holders can convert all their shares into a flat 8% of the company’s fully-diluted common stock, split-adjustment-proof. Series G On December 1, 2023, the Board authorized the issuance of <span id="xdx_90A_eus-gaap--PreferredStockSharesAuthorized_iI_c20231201__us-gaap--StatementClassOfStockAxis__custom--SeriesGRedeemableConvertiblePreferredStockMember_zYtnjNF8qwk7" style="font-family: Times New Roman, Times, Serif">10,000 preferred shares to be designated as Series G Preferred Stock (“Series G Preferred Stock”). The Series G Preferred Stock has a par value of $<span id="xdx_90A_eus-gaap--PreferredStockParOrStatedValuePerShare_iI_pid_c20231201__us-gaap--StatementClassOfStockAxis__custom--SeriesGRedeemableConvertiblePreferredStockMember_zbNVJFtXbC55" style="font-family: Times New Roman, Times, Serif">0.0001, a stated value of $<span id="xdx_90A_ecustom--PreferredStockStatedValue_iI_c20231201__us-gaap--StatementClassOfStockAxis__custom--SeriesGRedeemableConvertiblePreferredStockMember_zEOTQ0ererwe" style="font-family: Times New Roman, Times, Serif">1,200 and bear dividends at the rate of <span id="xdx_90F_eus-gaap--PreferredStockDividendRatePercentage_pid_dp_c20231201__20231201__us-gaap--StatementClassOfStockAxis__custom--SeriesGRedeemableConvertiblePreferredStockMember_zPLSRRj0XZ3d" style="font-family: Times New Roman, Times, Serif">8% per annum, payable quarterly, to be paid in cash or in-kind, at the discretion of the Company. The Series G Preferred Stock will vote together with the common stock on an as-converted basis subject to the beneficial ownership limitations. The Series G Preferred Stock is required to be redeemed by the Company no later than one calendar year from the date of its issuance. <span id="xdx_902_eus-gaap--PreferredStockRedemptionTerms_c20231201__20231201__us-gaap--StatementClassOfStockAxis__custom--SeriesGRedeemableConvertiblePreferredStockMember_zkHtJxTsamAg" style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Series G Preferred Stock is also redeemable at the option of the Company at any time after the original issued date, upon 3 business days’ notice, at a premium rate which is (a) 1.15 if all of the Series G Preferred Stock is redeemed within 90 calendar days from the issuance date thereof; (b) 1.2 if all of the Series G Preferred Stock is redeemed after 90 calendar days and within 120 calendar days from the issuance date thereof; (c) 1.25 if all of the Series G PS is redeemed after 120 calendar days and within 180 calendar days from the issuance date thereof. The Company shall be permitted to redeem the Series G Preferred Stock at any time in cash upon 3 business days prior notice to the Holder or the Holder may convert the Series G Preferred Stock within 3 business days period prior to redemption. The Holder shall have the right to either redeem for cash or convert the Series G Preferred Stock into common stock within 3 business days following the consummation of a qualified offering. The conversion price is based on the discounted market price which is the lower of: (i) A fixed price equaling the closing bid price for the common stock on the trading day preceding the execution of the SPA ; or (ii) 100% of the lowest volume weighted average price (“VWAP)” for the common stock during 10 trading days preceding the conversion request, subject to adjustment. Because the preferred shares were mandatorily redeemable as of June 30, 2026 they have been classified as a liability. On June 30, 2026, the Company exchanged 4 shares of Series G preferred stock for the issuance of 60,000,000 common shares. Series M On May 6, 2026, the Company signed a Securities Purchase Agreement (SPA) with GHS Investments LLC (“GHS”), for the private placement of a new class of Series M Convertible Preferred Stock. At the Initial Closing, the Company sold <span id="xdx_90B_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20260506__20260506__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zbpMIfNOccTa" title="Sale of stock number of shares issued">132 shares of Series M Preferred at $<span id="xdx_90A_eus-gaap--SaleOfStockPricePerShare_iI_c20260506__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zuBusmElXbvh" title="Sale of stock price per share">1,000 per share for gross proceeds of $<span id="xdx_908_eus-gaap--SaleOfStockConsiderationReceivedOnTransaction_c20260506__20260506__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zw4C4Ama9wC5" title="Sale of stock consideration">132,000 (or $<span id="xdx_904_eus-gaap--ProceedsFromIssuanceOfPreferredStockAndPreferenceStock_c20260506__20260506__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zYmJj6skjCv9" title="Proceeds from issuance of preferred stock">120,000 net of $<span id="xdx_90A_eus-gaap--LegalFees_c20260506__20260506__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zBgLDWblGYSl" title="Legal fees">12,000 in legal fees). In addition, the Company also issued <span id="xdx_903_ecustom--SaleOfStockNumberOfCommitmentSharesIssued_c20260506__20260506__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zbSPCqW6qXZg" title="Sale of stock number of commitment shares issued">10 additional “Commitment Shares” as an equity kicker resulting in the issuance of <span id="xdx_902_ecustom--SaleOfStockNumberOfSharesIssuedIncludingCommitmentShares_c20260506__20260506__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zokCaMWCBfce" title="Sale of stock number of shares issued including commitment shares">142 total shares at closing. Up to <span id="xdx_907_ecustom--SaleOfStockNumberOfAdditionalSharesIssuedInTransaction_c20260506__20260506__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zEYwxbnyeVmg" title="Sale of stock number of additional shares issued">230 additional shares may be sold in Additional Closings, at the Purchaser’s discretion, subject to certain Equity Conditions bringing the maximum issuance to <span id="xdx_90E_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20260506__20260506__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember__srt--RangeAxis__srt--MaximumMember_zDl3iFgOP4Oe" title="Sale of stock number of shares issued">372 Series M shares. Each share has a Stated Value of $<span id="xdx_903_ecustom--PreferredStockStatedValue_iI_c20260506__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zP1FRzXPwzkd" title="Preferred stock stated value">1,200. The preferred shares include the following key terms: <table cellpadding="0" cellspacing="0" style="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">●</td><td style="text-align: justify">A <span id="xdx_90E_eus-gaap--PreferredStockDividendRatePercentage_pid_dp_c20260506__20260506__us-gaap--StatementClassOfStockAxis__custom--SeriesMRedeemableConvertiblePreferredStockMember_zweEWPl9rdO4" title="Dividend rate">12% per annum cumulative dividend on the stated value (of $1,200) to be paid quarterly in cash or in additional preferred shares at the Company’s election</td></tr> <tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">●</td><td style="text-align: justify">A conversion option into common shares per the Certificate of Designation</td></tr> <tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">●</td><td style="text-align: justify">An issuer call/redemption right exercisable per the Certificate of Designation and</td></tr> <tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">●</td><td style="text-align: justify">A redemption trigger on upon an event of default</td></tr></table> In accordance with ASC 480, Distinguishing Liabilities and Equity and ASC 815, Derivatives and Hedging, the Company concluded that the preferred shares did not contain an embedded derivative and should be classified in temporary equity (as a result of mandatory redemption upon on event of default). Further, as the dividends can be paid in either cash or additional preferred shares the accrued dividends are recognized as an increase in temporary equity. Series A The Company’s Series A Convertible Preferred Stock were authorized on August 15, 2018 (<span id="xdx_90C_eus-gaap--PreferredStockSharesAuthorized_iI_c20180815__us-gaap--StatementClassOfStockAxis__custom--SeriesAConvertiblePreferredStockMember_zZ7IMwf6cobi" title="Preferred stock shares authorized">5,000,000 shares, $<span id="xdx_90D_eus-gaap--PreferredStockParOrStatedValuePerShare_iI_pid_c20180815__us-gaap--StatementClassOfStockAxis__custom--SeriesAConvertiblePreferredStockMember_zVXiB9G9a7S" title="Preferred stock par value">0.0001 par). The series A does not include any dividends, and only a nominal $<span id="xdx_90B_eus-gaap--PreferredStockLiquidationPreference_iI_pid_c20180815__us-gaap--StatementClassOfStockAxis__custom--SeriesAConvertiblePreferredStockMember_zfTGUVmHi6Qj" title="Liquidation preference">0.001/share liquidation preference ahead of common. <span id="xdx_909_eus-gaap--PreferredStockVotingRights_c20180815__20180815__us-gaap--StatementClassOfStockAxis__custom--SeriesAConvertiblePreferredStockMember_ztfkVfmGaOY1" title="Preferred stock voting rights">Its voting rights include 60 votes per share, split-adjustment-protected, voting together with common stock on all matters including director elections. Common Stock As of June 30, 2026, the Company had 1,400,000,000 shares of common stock authorized with a par value of $0.0001. Of this amount, 1,337,546,746 shares were outstanding.

10000

1200

0.35

0.12

The Series E Preferred Stock are also redeemable at the Company’s option, at percentages ranging from 115% to 125% for the first 180 days, based on the passage of time. The holders of Series E Preferred Stock rank senior to the Common Stock and Common Stock Equivalents (as defined in the Series E Designation) with respect to payment of dividends and rights upon liquidation and will vote together with the holders of the Common Stock on an as-converted basis, subject to beneficial ownership limitations, on each matter submitted to a vote of holders of Common Stock (whether at a meeting of shareholders or by written consent). Based upon a subsequent financing, the holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities or units issued in a subsequent financing on a $1.00 for $1.00 basis. In the event of a Fundamental Transaction, the holder has the option to request that the Company or the successor entity shall purchase the Preferred Stock from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes value. Upon any triggering event as set forth in the COD, including a change in control or the Company shall fail to have available a sufficient number of authorized and unreserved shares of common stock to issue to such holder upon a conversion, each holder shall have the right, exercisable at the sole option of such holder, to require the Company to redeem all of the Series E Preferred Stock then held by such holder for a redemption price, in cash, equal to the Triggering Redemption Amount (150% of the Stated Value and all accrued but unpaid dividends and all liquidated damages, late fees and other costs), and increase the dividend rate on all of the outstanding Preferred Stock held by such Holder to 18% per annum thereafter.

750000

each share carries 1,000 votes (voting with common stock as a single class), and after a 3-year lockup

10000

0.0001

1200

0.08

The Series G Preferred Stock is also redeemable at the option of the Company at any time after the original issued date, upon 3 business days’ notice, at a premium rate which is (a) 1.15 if all of the Series G Preferred Stock is redeemed within 90 calendar days from the issuance date thereof; (b) 1.2 if all of the Series G Preferred Stock is redeemed after 90 calendar days and within 120 calendar days from the issuance date thereof; (c) 1.25 if all of the Series G PS is redeemed after 120 calendar days and within 180 calendar days from the issuance date thereof. The Company shall be permitted to redeem the Series G Preferred Stock at any time in cash upon 3 business days prior notice to the Holder or the Holder may convert the Series G Preferred Stock within 3 business days period prior to redemption. The Holder shall have the right to either redeem for cash or convert the Series G Preferred Stock into common stock within 3 business days following the consummation of a qualified offering. The conversion price is based on the discounted market price which is the lower of: (i) A fixed price equaling the closing bid price for the common stock on the trading day preceding the execution of the SPA ; or (ii) 100% of the lowest volume weighted average price (“VWAP)” for the common stock during 10 trading days preceding the conversion request, subject to adjustment. Because the preferred shares were mandatorily redeemable as of June 30, 2026 they have been classified as a liability.

60000000

132

1000

132000

120000

12000

10 142 230

372

1200

0.12

1200

5000000

0.0001

0.001

Its voting rights include 60 votes per share, split-adjustment-protected, voting together with common stock on all matters including director elections.

1400000000

0.0001

1337546746

NOTE 7 – SUBSEQUENT EVENTS In accordance with ASC 855, Subsequent Events, the Company evaluated all events or transactions that occurred after the balance sheet date but before the financial statements were issued. To that extent, the Company noted the following: Loan Forgiveness Subsequent to the balance sheet date two loans (that were issued to former employees) were forgiven in the amount of $100,000 ($50,000 per loan). All interest that was accrued on the loans as of September 8, 2024 was not part of the forgiveness and still remains outstanding.

100000

50000