Operating Expenses

9 Months Ended

Sep. 30, 2026

Other Income and Expenses [Abstract]

NOTE 12 – OPERATING EXPENSES

For the three and nine months ended September 30, 2026 and 2025, operating expenses consisted of the following:

	Three months ended				Nine months ended
	September 30,				September 30,
Sales and marketing	2026		2025		2026		2025
Salaries and benefits	$	1,727	$	-	$	1,727	$	-
Professional and consulting fees		582,645		116,680		1,422,325		278,696
Share-based compensation – professional and consulting fees		66,280		-		620,030		-
Office expenses		119,320		-		134,920		-
Travel and entertainment		-		-		-		34
Marketing and advertising		1,178		318,147		332,521		2,174,519
	$	771,150	$	434,827	$	2,511,523	$	2,453,249

	Three months ended				Nine months ended
	September 30,				September 30,
Research and development	2026		2025		2026		2025
Professional and consulting fees	$	337,119	$	36,269	$	483,126	$	220,792
Share-based compensation – professional and consulting fees		500,500		-		500,500		-
Office expenses		59,396		3,049		57,174		8,552
Travel and entertainment		16,841		-		16,841		-
Depreciation and amortization		91,173		-		136,760		-
Technology expense		250,000		-		381,500		-
	$	1,255,029	$	39,318	$	1,575,901	$	229,344

In-process research and development	$	-	$	-	$	4,258,449	$	-

On June 11, 2026, the Company entered into a license agreement with Project LightShift pursuant to which the Company was granted an exclusive, worldwide license to Project LightShift’s patent-protected quantum photonic array (“quantum antenna”) technology to develop, manufacture, and commercialize quantum antenna systems for UAV/drone platforms in defense and national-security applications. Consideration consists of $1,000,000 in cash, paid in installments, and 2,121,386 restricted shares. The agreement is subject to a performance condition requiring Project LightShift to deliver a demonstrable prototype by December 31, 2026 (extendable to March 31, 2027). Project LightShift has also agreed to a voting agreement supporting board-recommended proposals, and unvested shares (and, in the event of breach, vested shares) are subject to forfeiture or low-cost repurchase by the Company. Because the license is limited to a single field of use and has no alternative future use, the Company expensed the acquired license as IPR&D.

The Company recognized IPR&D expense of $4,258,449, comprising a $1,000,000 intellectual property acquisition liability and $3,258,449 representing 2,121,386 ordinary shares issued. The Company used the grant-date price, net of DLOM related to the non-registered status of shares issued, of $1.536/share to value the ordinary shares. During the nine months ended September 30, 2026, the Company paid $250,000. As of September 30, 2026, the intellectual property acquisition liability remained outstanding at $750,000.

	Three months ended				Nine months ended
	September 30,				September 30,
General and administrative	2026		2025		2026		2025
Salaries and benefits	$	141,458	$	171,063	$	2,248,533	$	546,729
Share-based compensation – salary and benefits		411,058		228,822		1,147,226		1,245,295
Professional and consulting fees		1,537,392		199,699		2,503,519		706,460
Share-based compensation – professional and consulting fees		192,000		-		2,052,500		-
Office expenses		463,097		15,273		711,975		132,584
Insurance		87,622		59,053		353,399		177,159
Travel and entertainment		90,987		18,680		137,872		51,515
Depreciation and amortization		808		-		808		-
Provision for expected credit losses		5,000		-		5,000		-
	$	2,929,422	$	692,590	$	9,160,832	$	2,859,742