{"url_path":"/sec/cik-0001119643/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statement Schedules**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1119643/0001493152-26-024641-index.html","accession_number":"0001493152-26-024641","cik":"0001119643","ticker":null,"issuer_name":"NUTRA PHARMA CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1119643/0001493152-26-024641-index.html","primary_entity_key":"0001119643","primary_entity_name":"NUTRA PHARMA CORP"},"word_count":17858,"has_tables":true,"body_markdown":"**Item\n15. Exhibits and Financial Statement Schedules**\n\n \n\n(a)\nThe following Financial Statements are filed as part of this report under Item 7.\n\n \n\n[Report of Independent Registered Public Accounting Firm](#fin_001) (Astra Audit & Advisory, LLC, Tampa, FL)\nF-2\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#fin_002)\nF-3\n\n[Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024](#fin_003)\nF-4\n\n[Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024](#fin_004)\nF-5\n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#fin_005)\nF-6\n\n[Notes to Consolidated Financial Statements](#fin_006)\nF-7\n\n \n\n(b)\nThe following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the SEC:\n\n \n\n**Exhibit\nNo.**\n \n**Description**\n\n3.1\n \n[Certificate of Incorporation dated February 1, 2000 (incorporated by reference to the Company’s Registration Statement on Form SB-2/A, Registration No. 33-44398, filed on April 6, 2001)](https://www.sec.gov/Archives/edgar/data/1119643/000108671501000094/0001086715-01-000094-0001.txt)\n\n3.2\n \n[Certificate of Amendment to Articles of Incorporation dated July 5, 2000 (incorporated by reference to the Company’s Registration Statement on Form SB-2/A, Registration No. 33-44398, filed on April 6, 2001)](https://www.sec.gov/Archives/edgar/data/1119643/000108671501000094/0001086715-01-000094-0001.txt)\n\n3.3\n \n[Certificate of Amendment to Articles of Incorporation dated October 31, 2001 (incorporated by reference to the Company’s Registration Statement on Form SB-2/A, Registration No. 33-44398, filed on April 6, 2001)](https://www.sec.gov/Archives/edgar/data/1119643/000108671501000094/0001086715-01-000094-0001.txt)\n\n10.1\n \n[Agreement and Plan of Merger dated April 9, 2008 by and among Nutra Pharma Corp., a California corporation (“Nutra Pharma”), NP Acquisition Corporation, a Nevada corporation wholly owned by Nutra Pharma (“Acquisition”), ReceptoPharm, Inc., a Nevada corporation (“Receptopharm”) and the stockholders of Receptopharm (incorporated by reference from Form 8-K filed on April 14, 2008).](https://www.sec.gov/Archives/edgar/data/1119643/000114420408021933/v110538_ex10-1.htm)\n\n10.18\n \n[Patent Assignment Agreement dated January 24, 2006 between Nanologix, Inc. and Nutra Pharma Corp. (incorporated by reference from Form 10-K for period ending December 31, 2006)](https://www.sec.gov/Archives/edgar/data/1119643/000114420407019180/v071687_ex10-18.htm)\n\n10.19\n \n[International License Agreement between NanoLogix, Inc. and Nutra Pharma Corp. (incorporated by reference from Form 10-K for period ending December 31, 2006)](https://www.sec.gov/Archives/edgar/data/1119643/000114420407019180/v071687_ex10-19.htm)\n\n14.1\n \n[Code of Ethics (incorporated by reference from Report on Form 10-K/A filed on May 7, 2004).](https://www.sec.gov/Archives/edgar/data/1119643/000108671504000057/exhibit1411.htm)\n\n20.3\n \n[License Agreement between Bio-Therapeutics, Inc. and Nutra Pharma Corp (incorporated by reference from Form 10-KSB for the period ending December 31, 2003)](https://www.sec.gov/Archives/edgar/data/1119643/000108671504000047/exhibit203.htm)\n\n20.4\n \n[Amendment to License Agreement between Bio-Therapeutics, Inc. and Nutra Pharma Corp (incorporated by reference from Form 10-KSB for the period ending December 31, 2003)](https://www.sec.gov/Archives/edgar/data/1119643/000108671504000047/exhibit204.htm)\n\n21.1\n \n[Subsidiaries of the Registrant, Nutra Pharma Corp. (incorporated by reference from Form 10-K for the period ending December 31, 2008)](https://www.sec.gov/Archives/edgar/data/1119643/000114420409020656/v146185_ex21-1.htm)\n\n31.1\n \n[Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](ex31-1.htm)\n\n32.1\n \n[Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](ex32-1.htm)\n\n99.1\n \n[Form 8-K filed on April 14, 2008 under Item 1.01 regarding acquisition of ReceptoPharm, Inc. as Nutra Pharma Corp.’s wholly owned subsidiary and Exhibit 10.1 (April 10, 2008 Agreement and Plan of Merger) attached thereto (incorporated by reference to this Form 10-K for the period ending December 31, 2008).](https://www.sec.gov/Archives/edgar/data/1119643/000114420408021933/v110538_ex99-1.htm)\n\n101.INS\n \nInline\nXBRL Instance Document\n\n101.SCH\n \nInline\nXBRL Taxonomy Extension Schema Document\n\n101.CAL\n \nInline\nXBRL Taxonomy Extension Calculation Linkbase Document\n\n101.DEF\n \nInline\nXBRL Taxonomy Extension Definition Linkbase Document\n\n101.LAB\n \nInline\nXBRL Taxonomy Extension Label Linkbase Document\n\n101.PRE\n \nInline\nXBRL Taxonomy Extension Presentation Linkbase Document\n\n104\n \nCover\nPage Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n45\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by\nthe undersigned, thereunto duly authorized.\n\n \n\n \n**NUTRA\nPHARMA CORP.**\n\n \n \n\n \n*/s/\nMichael Flax, DDS*\n\n \nMichael\nFlax, Chairman, President, Chief\n\n \nExecutive\nOfficer, Principal Financial\n\n \nOfficer,\nand Principal Accounting Officer\n\n \n\nDated:\nMay 20, 2026\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the\nRegistrant and in the capacities indicated.\n\n \n\n**Signature**\n \n**Title**\n \n**Date**\n\n \n \n \n \n \n\n*/s/\nMichael Flax, DDS*\n \nChairman\nof the Board, President,\n \nMay 20, 2026\n\n \n \nChief\nExecutive Officer,\n \n \n\n \n \nPrincipal\nFinancial Officer,\n \n \n\n \n \nPrincipal\nAccounting Officer\n \n \n\n \n \n \n \n \n\n*/s/\nGarry R. Pottruck*\n \nDirector\n \nMay 20, 2026\n\n \n \n \n \n \n\n*/s/\nStewart Lonky, MD*\n \nDirector\n \nMay 20, 2026\n\n \n\n46\n\n \n\n \n\n**Nutra\nPharma Corporation**\n\n**Consolidated\nFinancial Statements**\n\n**For\nthe Years ended December 31, 2025 and 2024**\n\n \n\n[Report of Independent Registered Public Accounting Firm](#fin_001) (PCAOB ID:6920)\nF-2\n\n \n \n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#fin_002)\nF-3\n\n \n \n\n[Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024](#fin_003)\nF-4\n\n \n \n\n[Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024](#fin_004)\nF-5\n\n \n \n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#fin_005)\nF-6\n\n \n \n\n[Notes to Consolidated Financial Statements](#fin_006)\nF-7\n\n \n\nF-1\n\n \n\n \n\n \n\nREPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nTo\nthe Board of Directors and Stockholders of Nutra Pharma Corporation\n\n \n\nOpinion\non the Financial Statements\n\n \n\nWe\nhave audited the accompanying consolidated balance sheets of Nutra Pharma Corporation (the Company) as of December 31, 2025 and 2024,\nand the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year\nperiod ended December 31, 2025, and the related notes and schedules (collectively referred to as the consolidated financial statements).\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company\nas of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended\nDecember 31, 2025, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\nSubstantial\nDoubt about the Company’s Ability to Continue as a Going Concern\n\n \n\nThe\naccompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed\nin Note 1, the Company has experienced significant recurring losses from operations, had a significant amount of indebtedness in default,\nand had significant working capital and stockholders’ deficits. These conditions raise substantial doubt about the Company’s\nability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the\noutcome of this uncertainty.\n\n \n\nBasis\nfor Opinion\n\n \n\nThese\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance\nwith the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nThe Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part\nof our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing\nan opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nCritical\naudit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required\nto be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements\nand (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.\n\n \n\nAstra\nAudit & Advisory \n\nWe\nhave served as the Company’s auditor since 2024.\n\n \n\nTampa, Florida\n\n \n\nMay\n20, 2026\n\n \n\n \n\n \n\n3702 W Spruce St #1430 ● Tampa, Florida 33607 ● +1.813.441.9707\n\n \n\n \n\n \n\nF-2\n\n \n\n \n\n**NUTRA\nPHARMA CORP.**\n\n**Consolidated\nBalance Sheets**\n\n \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nASSETS \n    \n   \n\nCurrent assets: \n    \n   \n\nCash \n$12,181  \n$36,447 \n\nAccounts receivable \n 26,060  \n 23,755 \n\nAccounts receivable - related party, net \n 24,385  \n 5,800 \n\nAccounts receivable \n 24,385  \n 5,800 \n\nInventory, current portion \n 19,535  \n 17,696 \n\nOther receivable \n 133,906  \n 28,906 \n\nConvertible notes receivable, net of discount \n 30,500  \n 1,750 \n\nReceivable from sale of Stemsation stocks, net \n -  \n 52,800 \n\nInvestment in Stemsation stocks \n 17,600  \n 17,600 \n\nSettlement receivables \n 160,084  \n 160,084 \n\nPrepaid expenses and other current assets \n 35,332  \n 29,999 \n\nTotal current assets \n 459,583  \n 374,837 \n\n  \n    \n   \n\nInventory, less current portion \n 99,170  \n 114,670 \n\nProperty and equipment, net \n 25,805  \n 10,402 \n\nOperating lease right-of-use assets, net \n -  \n 90,783 \n\nSecurity deposit \n -  \n 8,803 \n\nTotal assets \n$584,558  \n$599,495 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ DEFICIT \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccounts payable \n$853,581  \n$802,314 \n\nAccrued expenses \n 2,186,283  \n 2,103,077 \n\nAccrued payroll due to officers \n 1,854,802  \n 1,641,554 \n\nAccrued interest to related parties \n 202,831  \n 189,961 \n\nDue to officers \n 1,592,794  \n 1,239,264 \n\nDerivative liabilities \n 960,382  \n 708,115 \n\nOther debt, net of discount, current portion \n 9,610,022  \n 8,480,544 \n\nSBA notes payable, current portion \n 12,525  \n 8,952 \n\nOperating lease obligations, current portion \n \n-\n  \n 93,411 \n\nTotal current liabilities \n 17,273,220  \n 15,267,192 \n\n  \n    \n   \n\nSBA notes payable, less current portion \n 136,644  \n 140,217 \n\nTotal liabilities \n 17,409,864  \n 15,407,409 \n\n  \n    \n   \n\nCommitments and Contingencies (Note 12) \n -  \n - \n\n  \n    \n   \n\nStockholders’ deficit: \n    \n   \n\nPreferred stock, $0.001 par value, 20,000,000 shares authorized and 12,000,000 Series B Preferred shares authorized, issued and outstanding \n 12,000  \n 12,000 \n\nCommon stock, $0.001 par value, 12,000,000,000 shares authorized; 7,099,727,214 shares issued and outstanding \n 7,099,727  \n 7,099,727 \n\nCommon stock to be issued \n 501,678  \n 471,678 \n\nAdditional paid-in capital \n 53,839,818  \n 53,839,818 \n\nAccumulated deficit \n (78,278,529) \n (76,231,137)\n\nTotal stockholders’ deficit \n (16,825,306) \n (14,807,914)\n\nTotal liabilities and stockholders’ deficit \n$584,558  \n$599,495 \n\n \n\nSee\nthe accompanying notes to the consolidated financial statements\n\n \n\nF-3\n\n \n\n \n\n**NUTRA\nPHARMA CORP.**\n\n**Consolidated\nStatements of Operations**\n\n** **\n\n  \n2025  \n2024 \n\n  \nFor\nthe Years Ended December 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nNet sales \n$257,612  \n$246,309 \n\nNet sales to a related party \n 127,695  \n 145,841 \n\nCost of sales \n (183,679) \n (84,827)\n\nReserve for supplier advances\nfor purchases \n (5,000) \n (60,000)\n\nGross profit \n 196,628  \n 247,323 \n\n  \n    \n   \n\nOperating expenses: \n    \n   \n\nPayroll, benefits and related\ntaxes \n 700,900  \n 625,806 \n\nProfessional fees \n 458,289  \n 220,845 \n\nConsulting expenses \n 331,465  \n 177,581 \n\nOther\nselling, general and administrative costs \n 115,512  \n 101,512 \n\nChange in allowance for credit losses \n 52,800  \n - \n\nTotal operating expenses \n 1,658,966  \n 1,125,744 \n\nLoss from operations \n (1,462,338) \n (878,421)\n\n  \n    \n   \n\nOther income (expenses) \n    \n   \n\nOther income \n 58,750  \n 103,450 \n\nInterest expense \n (417,190) \n (302,331)\n\nInterest expense to related\nparties \n (22,870) \n (21,237)\n\nChange in fair value of\nconvertible notes and derivatives \n (257,270) \n (220,902)\n\nNet\ngain on settlement of debt, accrued expense, and\nvendor payable \n 53,526  \n 33,778 \n\nTotal other expenses,\nnet \n (585,054) \n (407,242)\n\nLoss before income taxes \n (2,047,392) \n (1,285,663)\n\nProvision for income taxes \n -  \n - \n\nNet loss \n$(2,047,392) \n$(1,285,663)\n\n  \n    \n   \n\nNet loss per share -\nbasic and diluted \n$(0.00) \n$(0.00)\n\n  \n    \n   \n\nWeighted average number of shares outstanding\nduring the period - basic \n 7,778,855,639  \n 7,673,659,591 \n\n  \n    \n   \n\nWeighted average number of shares outstanding\nduring the period - diluted \n 7,778,855,639  \n 7,673,659,591 \n\n \n\nSee\nthe accompanying notes to the consolidated financial statements\n\n \n\nF-4\n\n \n\n \n\n**NUTRA\nPHARMA CORP.**\n\n**Consolidated\nStatements of Changes in Stockholders’ Deficit**\n\n**For\nthe Years Ended December 31, 2025 and 2024**\n\n** **\n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nDeficit \n\n  \n\nPreferred Stock\n\nSeries B\n  \nCommon Stock  \nCommon Stock to be issued  \n\nAdditional\n\nPaid-in\n  \nAccumulated  \n\nTotal\n\nStockholders’\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nDeficit \n\nBalance -December 31, 2023 \n **12,000,000**  \n$12,000  \n 7,064,727,214  \n$7,064,727  \n 557,375,000  \n$469,678  \n$53,630,761  \n$(74,945,474) \n$(13,768,308)\n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nCommon stock issued for debt modification and penalty \n -  \n -  \n 35,000,000  \n 35,000  \n -  \n -  \n (31,500) \n -  \n                3,500 \n\nCommon stock to be issued for settlement of vendor payable \n -  \n -  \n -  \n -  \n 20,000,000  \n 2,000  \n -  \n -  \n 2,000 \n\nRelated party debt forgiveness \n -  \n -  \n -  \n -  \n -  \n -  \n 240,557  \n -  \n 240,557 \n\n Net loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (1,285,663) \n (1,285,663)\n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance -December 31, 2024 \n 12,000,000  \n$12,000  \n 7,099,727,214  \n$7,099,727  \n 577,375,000  \n$471,678  \n$53,839,818  \n$(76,231,137) \n$(14,807,914)\n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nCommon stock to be issued for stock based compensation \n -  \n -  \n -  \n -  \n 220,000,000  \n 30,000  \n -  \n -  \n 30,000 \n\n Net loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (2,047,392) \n (2,047,392)\n\n  \n    \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance -December 31, 2025 \n 12,000,000  \n$12,000  \n 7,099,727,214  \n$7,099,727  \n 797,375,000  \n$501,678  \n$53,839,818  \n$(78,278,529) \n$(16,825,306)\n\n \n\nSee\nthe accompanying notes to the consolidated financial statements\n\n \n\nF-5\n\n \n\n \n\n**NUTRA\nPHARMA CORP.**\n\n**Consolidated\nStatements of Cash Flows**\n\n** **\n\n  \n2025  \n2024 \n\n  \nFor the Years Ended December 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nCash flows from operating activities: \n    \n   \n\nNet loss \n$(2,047,392) \n$(1,285,663)\n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n   \n\nChange in reserve for supplier advances for purchases \n 5,000  \n 60,000 \n\nNet gain on settlement of debt, accrued expense and vendor payable \n (53,526) \n (33,778)\n\nChange in allowance for credit losses \n \n52,800\n  \n - \n\nDepreciation \n 10,649  \n 7,440 \n\nStock-based compensation \n 26,667  \n - \n\nAmortization of convertible notes receivable discount \n (3,750) \n (3,450)\n\nChange in fair value of convertible notes and derivatives \n 257,270  \n 220,902 \n\nAmortization of loan discount \n 286,592  \n 134,089 \n\nAmortization of operating lease right-of-use assets \n 90,783  \n 83,739 \n\nChanges in operating assets and liabilities: \n    \n   \n\nIncrease in accounts receivable \n (2,305) \n (1,322)\n\nIncrease in accounts receivable - related party, net \n (18,585) \n (5,800)\n\nDecrease in inventory \n 13,661  \n 12,348 \n\nIncrease in other receivable \n (105,000) \n (56,906)\n\nIncrease in prepaid expenses and other current assets \n (7,000) \n (60,000)\n\nIncrease in accounts payable \n 51,267  \n 61,215 \n\nIncrease in accrued expenses \n 136,732  \n 227,188 \n\nIncrease in accrued payroll due to officers \n 213,248  \n 267,861 \n\nDecrease in deferred revenue - related party \n -  \n 7,226 \n\nIncrease in accrued interest to related parties \n 13,533  \n 24,655 \n\nDecrease in operating lease obligations \n (93,411) \n (83,703)\n\nDecrease in security deposit \n 8,803  \n - \n\nNet cash used in operating activities \n (1,163,964) \n (423,959)\n\n  \n    \n   \n\nCash flows from investing activities: \n    \n   \n\nPurchase of property and equipment \n (26,052) \n - \n\nConvertible notes receivable advances \n (25,000) \n (1,000)\n\nConvertible notes receivable repayments \n -  \n 42,300 \n\nNet cash (used in) provided by investing activities \n (51,052) \n 41,300 \n\n  \n    \n   \n\nCash flows from financing activities: \n    \n   \n\nLoans from officer \n 552,504  \n 530,396 \n\nRepayment of officer loans \n (199,637) \n (206,982)\n\nProceeds from convertible notes \n 1,051,805  \n 229,000 \n\nRepayment of convertible notes \n (39,500) \n (46,321)\n\nAdvances from other notes payable \n 112,650  \n 212,390 \n\nRepayments of other notes payable \n (287,072) \n (299,377)\n\nNet cash provided by financing activities \n 1,190,750  \n 419,106 \n\n  \n    \n   \n\nNet change in cash \n (24,266) \n 36,447 \n\n  \n    \n   \n\nCash - beginning of period \n 36,447  \n - \n\n  \n    \n   \n\nCash - end of period \n$12,181  \n$36,447 \n\n  \n    \n   \n\nSupplemental Cash Flow Information: \n    \n   \n\nCash paid for interest \n$46,266  \n$35,392 \n\nCash paid for income taxes \n$-  \n$- \n\n  \n    \n   \n\nNon Cash Financing and Investing: \n    \n   \n\nCommon stock to be issued for stock based compensation \n$30,000  \n$- \n\nCommon stock issued for debt modification and penalty \n$-  \n$3,500 \n\nCommon stock issued for settlement of vendor payable \n$-  \n$2,000 \n\nReclassification of convertible notes payable to due to officers \n$-  \n$253,000 \n\nReclassification of other receivable to convertible notes receivable \n$-  \n$33,000 \n\nRelated party debt forgiveness \n$-  \n$240,557 \n\nSale of Stemsation shares for which proceeds were receivable at period end \n$-  \n$17,600 \n\n \n\nSee\nthe accompanying notes to the consolidated financial statements\n\n \n\nF-6\n\n \n\n \n\n**NUTRA\nPHARMA CORP.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**December\n31, 2025 and 2024**\n\n \n\n**1.\nBASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n*Organization*\n\n \n\nNutra\nPharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry.\nNutra Pharma was incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com.\n\n \n\nThrough\nits wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development\nactivities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin®, an over-the-counter pain\nreliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin®,\nan over-the-counter pain reliever that is a stronger version of Cobroxin® and is designed to treat severe chronic pain.\nIn December 2014, Nutra Pharma launched Pet Pain-Away, an over-the-counter pain reliever designed to treat pain in cats and dogs. In\nOctober 2019, Nutra Pharma launched Equine Pain-Away, an over-the-counter topical pain reliever designed to treat pain in horses. In\nMarch of 2021, Nutra Pharma launched Luxury Feet, an over-the-counter pain reliever and anti-inflammatory\nproduct that is designed for women who experience pain or discomfort due to high heels and stilettos. In October of 2021, Nutra Pharma\nbegan manufacturing a zeolite detoxifier called Cell Defender for a third party distributor.\n\n \n\n*Basis\nof Presentation and Consolidation*\n\n \n\nThe\naccompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the\nUnited States of America (“U.S. GAAP”). The accompanying Consolidated Financial Statements include the results of Nutra Pharma\nand its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”,\n“we” or “our”). We operate as one reportable segment. Designer Diagnostics Inc. has been inactive since June\n2011. All intercompany transactions and balances have been eliminated in consolidation.\n\n \n\n*Reclassification\nof Prior Year Presentation*\n\n \n\nCertain prior year\namounts have been reclassified to conform to the current year presentation. Specifically, operating expenses in the Consolidated Statements\nof Operations for the year ended December 31, 2025 were presented to provide additional detail by expense category, including payroll,\nbenefits and related taxes, professional fees, consulting expenses, and other selling, general and administrative costs. The reclassifications\nhad no effect on previously reported total assets, total liabilities, stockholders’ deficit, net loss, or cash flows.\n\n \n\n*Liquidity\nand Going Concern*\n\n \n\nOur\nConsolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction\nof liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated\ndeficit of $78,278,529 at December 31, 2025. In addition, we have a significant amount of indebtedness in default, a working capital\ndeficit of $16,813,637 and a stockholders’ deficit of $16,825,306 at December 31, 2025.\n\n \n\nThere\nis substantial doubt regarding our ability to continue as a going concern for one year after this annual report is filed which is contingent\nupon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability\nto continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established\nmarkets and the competitive environment in which we operate.\n\n \n\nThe\nCompany does not have sufficient cash to sustain our operations for a period of twelve months from the issuance date of this report and\nwill require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently\nadequate to fund our operations, we continue to rely principally on debt and equity funding; however, proceeds from such funding have\nnot been sufficient to execute our business plan. The Company’s common stock is presently on the OTC Market Group’s Expert\nMarket, which means that the Company’s common stock is not eligible for proprietary broker-deal quotes. Our plan is to attempt\nto secure adequate funding through notes payable until sales of our pain products are adequate to fund our operations. We cannot predict\nwhether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form.\nIn the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will\nbe unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern.\n\n \n\nThe\naccompanying Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded\nasset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.\n\n \n\n*Use\nof Estimates*\n\n \n\nThe\naccompanying Consolidated Financial Statements are prepared in accordance with U.S. GAAP which require management to make estimates and\nassumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets\nand liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense. Significant estimates\ninclude our ability to continue as going concern, the recoverability of inventories and long-lived assets, the recoverability of amounts\ndue from officer, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies\nand deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result\nin revised estimates, which would be recorded in the period in which they become known.\n\n \n\n*Revenue\nfrom Contracts with Customers*\n\n \n\nThe\nCompany accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”)\nAccounting Standard Codification (“ASC”) Topic 606, *Revenue from Contracts with Customers* (“ASC 606”).\nUnder ASC Topic 606, revenue recognition has a five-step process: a) Determine whether a contract exists; b) Identify the performance\nobligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance\nobligations are satisfied.\n\n \n\nOur\nrevenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations\nare fulfilled upon shipment of products. We record revenues net of promotions and discounts.\n\n \n\nF-7\n\n \n\n \n\n*Accounting\nfor Shipping and Handling Costs*\n\n \n\nWe\naccount for shipping and handling as fulfilment activities and record amounts billed to customers as revenue and the related shipping\nand handling costs as cost of sales.\n\n \n\n*Accounts\nReceivable and Allowance for Doubtful Accounts*\n\n \n\nWe\ngrant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts\nreceivable are due 30 days after the issuance of the invoice. The Company maintains an allowance for credit losses to reflect the current\nexpected credit losses (“CECL”) over the contractual life of the receivables. Accounts receivable are written off after collection\nefforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts,\nwhile subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts\nreceivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.\n\n \n\nAccounts\nreceivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers and a third\nparty payment processor, net of estimated allowances for uncollectible accounts. No allowance for doubtful accounts is deemed to be required\nat December 31, 2025 and 2024.\n\n \n\nDuring the year ended December 31, 2025, the Company recorded a provision for credit losses of $52,800 related primarily to the establishment\nof reserves against receivables from sales of Stemsation stock based on management’s evaluation of collectability and current expected\ncredit loss factors. \n\n \n\n*Inventories*\n\n \n\nInventories,\nwhich are stated at the lower of average cost or net realizable value, consist of packaging materials, finished products, and raw venom\nthat is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. We classify\ninventory as short-term or long-term inventory based on timing of when it is expected to be consumed. The Company regularly reviews inventory\nquantities on hand. If necessary, it records a net realizable value adjustment for excess and obsolete inventory based primarily on its\nestimates of product demand and production requirements. Write-downs are charged to cost of sales. We performed an evaluation of our\ninventory and related accounts at December 31, 2025 and 2024, and determined no reserves were necessary.\n\n \n\n*Financial\nInstruments*\n\n \n\nOur\nfinancial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative\nfinancial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related\nparties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar\ntype transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because\nthey are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value.\n\n \n\n*Cash\nand cash equivalents*\n\n \n\nThe\nCompany maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits of $250,000.\nFor the purpose of the consolidated statements of cash flows, all highly liquid investments with an original maturity of three months\nor less are considered to be cash equivalents. As of December 31, 2025 and 2024, the cash balance is $12,181 and $36,447, respectively.\n\n \n\n*Concentration\nof Credit Risk*\n\n \n\nBalances\nin various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not\nhold or issue financial instruments for trading purposes. In addition, for the years ended December 31, 2025 and 2024, sales to Avini\nHealth (“Avini”), a related party, accounted for 33%\nand 37%\nof the total revenues, respectively. For the years ended December 31, 2025 and 2024, an unrelated third-party customer accounted for\napproximately 29%\nand 22%,\nrespectively, of the Company’s net sales. As of December 31, 2025 and 2024, 100%\nof the accounts receivable balances are reserves due from one payment processor.\n\n \n\nF-8\n\n \n\n \n\n*Operating\nLease Right-of-Use Asset and Liability*\n\n \n\nThe\nCompany accounts for leases in accordance with Accounting Standards Update (“ASU”) 2016-02, *Leases* (Topic 842), as\namended (“ASC Topic 842”). This standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset\nand a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance\nleases.\n\n \n\nIn\naccordance with ASC Topic 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease\nbased on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use\nof a distinct identified asset, whether we obtain the right to substantially all the economic benefit from the use of the asset, and\nwhether we have the right to direct the use of the asset. Leases with a term greater than one year are recognized on the consolidated\nbalance sheets as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize\non the consolidated balance sheets leases with terms of one year or less under the practical expedient in paragraph ASC 842-20-25-2.\n\n \n\nLease\nliabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term.\nThe implicit rate within our operating leases are generally not determinable and, therefore, the Company uses the incremental borrowing\nrate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental\nborrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using our estimated borrowing\nrate.\n\n \n\nThe\nCompany subleases a portion of its leased facility. Sublease rental income is recorded as a reduction of general and administrative expenses\nin the consolidated statements of operations, as the amounts are considered a recovery of operating costs rather than revenue from the\nCompany’s primary operations.\n\n \n\n*Derivative\nFinancial Instruments*\n\n \n\nManagement\nevaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded\nderivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded\nat its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.\nThe classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed\nat the end of each reporting period. Derivative instrument liabilities are classified in the consolidated balance sheets as current or\nnon-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the consolidated\nbalance sheet date.\n\n \n\nWe\ndo not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.\n\n \n\n*Convertible\nDebt*\n\n \n\nThe\nCompany adheres to ASU 2020-06, *Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts\nin Entity’s Own Equity (Subtopic 815-40)*. This ASU eliminates certain separation models, including the beneficial conversion\nfeature and cash conversion models, so convertible instruments issued after adoption are generally accounted for as a single liability\nor equity instrument, unless a conversion feature requires separate derivative accounting under ASC 815. ASU 2020-06 also amends diluted\nEPS guidance.\n\n \n\n*The\nFair Value Measurement Option*\n\n \n\nWe\nhave elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the\nentire hybrid financing instrument at fair value under the guidance of ASC Topic 815, *Derivatives and Hedging*(“ASC Topic\n815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value\noption, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statements of operations.\n\n \n\n*Derivative\nAccounting for Convertible Debt and Options*\n\n \n\nThe\nCompany evaluated the terms and conditions of the convertible debt under the guidance of ASC 815, *Derivatives and Hedging*. The\nconversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s\ncommon stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The\nnumber of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of\ncommon stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional\nconvertible debt and options are included in the value of the derivative liabilities. Pursuant to ASC 815-15, *Embedded Derivatives*,\nthe fair value of the convertible debt, options and shares to be issued were recorded as derivative liabilities on the issuance date\nand revalued at each reporting period.\n\n \n\nF-9\n\n \n\n \n\n*Debt\nModifications and Extinguishments*\n\n \n\nThe\nCompany evaluates amendments, restatements, or other changes to its debt agreements in accordance with ASC 470-50, *Debt — Modifications\nand Extinguishments*. Under this guidance, we determine whether the revised terms represent a modification of the existing debt or\nan extinguishment of the old debt and issuance of new debt. If the changes are not deemed substantial, the transaction is accounted for\nas a modification and any associated fees or costs are amortized over the remaining term of the modified debt. If the changes are determined\nto be substantial, the original debt is considered extinguished, the new debt is recorded at fair value, and any resulting difference\nbetween the carrying amount of the old debt and the fair value of the new debt is recognized in earnings as a gain or loss on extinguishment.\n\n \n\n*Property\nand Equipment*\n\n \n\nProperty\nand equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements,\nmaintenance and repairs which do not extend the useful lives are expensed. Assets disposed of or retired are removed from the accounts,\nand any resulting gain or loss is included in the consolidated statements of operations. Depreciation is computed using the straight-line\nmethod over the estimated useful lives of the assets of 3 – 7 years.\n\n \n\n*Long-Lived\nAssets*\n\n \n\nThe\ncarrying value of long-lived assets is reviewed annually and when events or changes in circumstances may suggest impairment has occurred.\nIf indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to\nthe long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount\nthat the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal\nof the impaired assets.\n\n \n\n*Income\nTaxes*\n\n \n\nWe\ncompute income taxes in accordance with FASB ASC Topic 740, *Income Taxes*(“ASC Topic 740”). Under ASC Topic 740, deferred\ntaxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years\nto differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred tax assets\nalso arise from net operating losses carried forward. Also, the effect on deferred taxes of a change in tax rates is recognized in income\nin the period that included the enactment date. Temporary differences between financial and tax reporting arise primarily from the use\nof different methods to record bad debts and /or sales returns, inventory reserves, and accrued expense.\n\n \n\nWe\nevaluate the realizability of our deferred tax assets each reporting period. If it is more likely than not that some portion or all of\nthe deferred tax assets will not be realized, we record a valuation allowance to reduce the deferred tax assets to the amount expected\nto be realized. Our assessment considers factors such as historical operating results, expected future taxable income, the timing of\nreversal of temporary differences, and tax-planning strategies.\n\n \n\nOn\nan annual basis, we evaluate tax positions that have been taken or are expected to be taken in our tax returns to determine if they are\nmore than likely to be sustained if the taxing authority examines the respective position. At December 31, 2025 and 2024, we do not believe\nwe have a need to record any liabilities for uncertain tax positions or provisions for interest or penalties related to such positions.\n\n \n\n*Stock-Based\nCompensation*\n\n \n\nWe\naccount for stock-based compensation in accordance with FASB ASC Topic 718, *Stock Compensation*(“ASC Topic 718”).\nASC Topic 718, which requires that the cost resulting from all share-based transactions be recorded in the consolidated financial statements\nover the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements\nand requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees.\nThe statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services\nfrom non-employees in share-based payment transactions.\n\n \n\nF-10\n\n \n\n \n\n*Net\nIncome (Loss) Per Share*\n\n \n\nNet\nincome (loss) per share is calculated in accordance with FASB ASC Topic 260, *Earnings per Share*. Basic income (loss) per share\nis calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income\n(loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock\nequivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect\nwould be anti-dilutive or have no effect on earnings per share. Any common shares issued as of a result of the exercise of conversion\noptions would come from newly issued common shares from our remaining authorized shares.\n\n \n\nThe\nfollowing table summarizes the weighted average securities that were excluded from the diluted per share calculation because for the\nyears ended December 31, 2025 and 2024, the effect of including these potential shares was antidilutive due to a net loss:\n\nSCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nConvertible notes payable at fair value \n 20,464,672,276  \n 20,414,656,197 \n\nConvertible notes payable \n 9,603,818,636  \n 7,081,149,502 \n\nTotal \n 30,068,490,912  \n 27,495,805,699 \n\n* *\n\n*Segment\nReporting*\n\n \n\nThe\nCompany adheres to ASU No. 2023-07, *Codification Improvements to Segment Reporting (Topic 280)* (“ASU 2023-07”), which\nprovides clarifications and improvements to the existing segment reporting requirements, including updates related to the aggregation\ncriteria, reconciliation of segment measures to consolidated financial statements, and disclosure requirements.\n\n \n\nThe\nCompany operates as a single reportable operating segment. Operating segments are identified based on the manner in which the Company’s\nChief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, reviews financial information\nfor purposes of allocating resources and assessing performance.\n\n \n\nThe\nCODM reviews financial results and manages the business on a consolidated basis, without differentiation by product line, geographic\nregion, or legal entity. Accordingly, the Company has determined that it has one operating and one reportable segment.\n\n \n\n*Recent\nAccounting Pronouncements*\n\n \n\n*Adopted\nPronouncements*\n\n \n\nEffective\nJanuary 1, 2025, the Company adopted ASU No. 2023-09, *Improvements to Income Tax Disclosures* (Topic 740) (“ASU 2023-09”),\nwhich enhances the existing income tax disclosure requirements by requiring greater disaggregation within the effective tax rate reconciliation\nand expanded information regarding income taxes paid by jurisdiction. The ASU is effective for fiscal years beginning after December\n15, 2024, with early adoption permitted. The adoption of this ASU did not have a material effect on the accompanying consolidated financial\nstatements. \n\n \n\nF-11\n\n \n\n* *\n\n*Not\nYet Effective Pronouncements*\n\n \n\nThe\nCompany has evaluated the impact of the following recently issued accounting standards, which have not yet been adopted as of December\n31, 2025:\n\n \n\nASU\nNo. 2024-04, *Debt—Debt with Conversion and Other Options (Subtopic 470-20): Accounting for Convertible Debt Instruments*\n(“ASU 2024-04”), amends existing guidance to clarify and refine the recognition, measurement, presentation, and disclosure\nrequirements for certain convertible debt arrangements, including matters related to classification, embedded features, and related disclosures.\nThe amendments are intended to improve consistency and comparability in the accounting for convertible debt instruments. This guidance\nis effective for the Company beginning January 1, 2026. The Company is in the process of evaluating the impact of adopting this standard\non its consolidated financial statements.\n\n \n\nASU\nNo. 2025-05, *Financial Instruments—Credit Losses (Topic 326): Improvements to Credit Loss Guidance* (“ASU 2025-05”),\namends the existing guidance under the current expected credit losses (“CECL”) model to clarify and refine the requirements\nrelated to the measurement, presentation, and disclosure of credit losses for financial assets measured at amortized cost. This guidance\nis effective for the Company beginning January 1, 2026. The Company is in the process of evaluating the impact of adopting this standard\non its consolidated financial statements.\n\n \n\nAll\nother newly issued accounting pronouncements that are not yet effective have been deemed either immaterial or not applicable.\n\n \n\n**2.\nFAIR VALUE MEASUREMENTS**\n\n \n\nCertain\nassets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and 2024 are measured in accordance\nwith FASB ASC Topic 820-10-05, *Fair Value Measurements*. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for\nmeasuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as\nwell as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the consolidated\nfinancial statements.\n\n \n\nThe\nstatement requires fair value measurement be classified and disclosed in one of the following three categories:\n\n \n\nLevel\n1:\nUnadjusted\nquoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;\n\nLevel\n2:\nQuoted\nprices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term\nof the asset or liability; and\n\nLevel\n3:\nPrices\nor valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported\nby little or no market activity).\n\n \n\nF-12\n\n \n\n \n\nThe\nfollowing table summarizes our financial instruments measured at fair value at December 31, 2025 and 2024:\n\nSCHEDULE OF FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE \n\n \n\nLiabilities: \nTotal  \nLevel 1  \nLevel 2  \nLevel 3 \n\n  \nFair Value Measurements at December 31, 2025 \n\nLiabilities: \nTotal  \nLevel 1  \nLevel 2  \nLevel 3 \n\nDerivative liabilities \n$960,382  \n$-  \n$960,382  \n$- \n\nConvertible notes at fair value \n$2,046,469  \n$-  \n$-  \n$2,046,469 \n\n \n\nLiabilities: \nTotal  \nLevel 1  \nLevel 2  \nLevel 3 \n\n  \nFair Value Measurements at December 31, 2024 \n\nLiabilities: \nTotal  \nLevel 1  \nLevel 2  \nLevel 3 \n\nDerivative liabilities \n$708,115  \n$-  \n$708,115  \n$- \n\nConvertible notes at fair value \n$2,041,464  \n$-  \n$-  \n$2,041,464 \n\n \n\nWe\nvalued derivative liabilities using the number of potential convertible shares for convertible notes with a fixed conversion price that\nare recorded at amortized cost times the closing stock price of our restricted common stock at December 31, 2025 and 2024, respectively.\nThese derivative liabilities are recorded due to the fact that the number of shares of common stock issuable could exceed the Company’s\nauthorized share limit and the equity environment is tainted, and therefore all convertible debt and options and warrants should be accounted\nfor as liabilities.\n\n \n\nThe\nfollowing table summarizes assumptions and the significant terms of the convertible notes for which the entire hybrid instrument is recorded\nat fair value at December 31, 2025 and 2024:\n\nSCHEDULE OF ASSUMPTIONS AND THE SIGNIFICANT TERMS \n\n  \n   \n   \n   \n  \nConversion Price - Lower of Fixed\nPrice or Percentage of VWAP\nfor Look-back Period\n\nDebenture \nFace\nAmount  \nInterest\nRate  \nDefault\nInterest\nRate  \nDiscount\nRate \nAnti-Dilution\nAdjusted\nPrice  \n% of stock price for look-back period  \nLook-back\nPeriod\n\n2025 \n$663,529  \n 8%-10%  \n 19%-24%  \nN/A \n$0.00005-$0.00007  \n 50%-60%  \n3 to 25 Days\n\n2024 \n$663,529  \n 8%-10%  \n 19%-24%  \nN/A \n$0.00005-$0.00006  \n 50%-60%  \n3 to 25 Days\n\n \n\nUsing\nthe stated assumptions summarized in the table above, we calculated the inception date and reporting period fair values of each note\nissued. The following table shows the changes in fair value measurements for the convertible notes at fair value using significant unobservable\ninputs (Level 3) during the years ended December 31, 2025 and 2024:\n\n \n\nSCHEDULE OF CHANGES IN FAIR VALUE MEASUREMENTS USING SIGNIFICANT UNOBSERVABLE INPUTS \n\nDescription \n2025  \n2024 \n\nBeginning balance \n$2,041,464  \n$1,867,421 \n\nLoss from change in fair value (1) \n 5,005  \n 174,043 \n\nEnding balance \n$2,046,469  \n$2,041,464 \n\n \n\n(1)\nThe\nlosses related to the valuation of the convertible notes are included in “Change in fair value of convertible notes and derivatives”\nin the accompanying consolidated statements of operations.\n\n \n\nF-13\n\n \n\n \n\n**3.\nINVENTORIES**\n\n \n\nInventories\nare valued at the lower of cost or net realizable value on an average cost basis. At December 31, 2025 and 2024, inventories were as\nfollows:\n\nSCHEDULE OF INVENTORIES \n\n  \n\n**December\n31, 2025**\n  \n\n**December\n31,****2024**\n \n\nRaw Materials \n$111,170  \n$125,170 \n\nFinished Goods \n 7,535  \n 7,196 \n\nTotal Inventories \n 118,705  \n 132,366 \n\nLess: Long-term inventory \n (99,170) \n (114,670)\n\nCurrent portion \n$19,535  \n$17,696 \n\n \n\n**4.\nPROPERTY AND EQUIPMENT**\n\n \n\nProperty\nand equipment consists of the following at December 31, 2025 and 2024:\n\nSCHEDULE OF PROPERTY AND EQUIPMENT \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nFurniture and fixtures \n$29,787  \n$20,805 \n\nLab equipment \n 54,274  \n 37,204 \n\nTotal \n 84,061  \n 58,009 \n\nLess: Accumulated depreciation \n (58,256) \n (47,607)\n\nProperty and equipment, net \n$25,805  \n$10,402 \n\n \n\nWe\nreview our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At December\n31, 2025, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the years ended December\n31, 2025 and 2024 was $10,649 and $7,440, respectively.\n\n \n\n**5.\nDUE TO/FROM OFFICERS** \n\n \n\nAt\nDecember 31, 2025 and 2024, the balance due to Rik Deitsch, the Company’s former CEO, and the companies majority owned and controlled\nby him (collectively referred to as “Due to Officer”) in the aggregate is $1,339,794 and $986,264, respectively. As of December\n31, 2025, the balance consisted solely of amounts due to companies majority owned and controlled by this officer, as all amounts previously\ndue to the officer individually had been fully repaid as of that date. The balance is unsecured. A portion of the December 31, 2024 balance\nwas accruing interest at 4% per annum until repaid in full. The remaining portion is non-interest bearing and relates to amounts due\nto companies majority owned and controlled by him. Accrued interest is included in the “Due to officer” balance on the accompanying\nconsolidated balance sheets.\n\n \n\nDuring\nthe year ended December 31, 2025, in the aggregate, we repaid $199,637 and were advanced $552,504. During the year ended December 31,\n2024, in the aggregate, we repaid $206,982 and were advanced $530,396.\n\n \n\nInterest\nexpense related to amounts due to the officer was $663 and $3,418 for the years ended December 31, 2025 and 2024, respectively. The Company\nhad fully reserved receivables from companies owned by him. The reserve was $177,261 as of December 31, 2025 and 2024. \n\n \n\nDuring\nMarch 2024, upon the appointment of Michael Flax as the Company’s Chief Executive Officer, the Company reclassified convertible\nnotes payable totaling $253,000, which were issued during 2021 and 2022, to due to officer. The notes bear a conversion price of $0.0008\nper share and have a contractual maturity of one year from their respective funding dates. The notes are currently in default.\n\n \n\nThese\ntransactions were not conducted on an arm’s-length basis and, as such, may differ from the terms that would have been negotiated\nwith an unrelated third party.\n\n \n\n**6.\nDEBTS**\n\n \n\nDebts\nconsist of the following at December 31, 2025 and 2024:\n\n SCHEDULE OF DEBT \n\n  \n\n**December 31,**\n\n**2025**\n  \n\n**December 31,**\n\n**2024**\n \n\nNotes payable – Unrelated third parties (Net of discount of $24,587\nand $44,310,\nrespectively) (1) \n$1,129,247  \n$1,249,396 \n\nConvertible notes payable – Unrelated third parties (Net of discount of $82,802\nand $11,010,\nrespectively) (2) \n 6,209,306  \n 4,964,684 \n\nConvertible notes payable, at fair value (3) \n 2,046,469  \n 2,041,464 \n\nOther advances from an unrelated third party (4) \n 225,000  \n 225,000 \n\nSBA notes payable (5) \n 149,169  \n 149,169 \n\nEnding balances \n 9,759,191  \n 8,629,713 \n\nLess: Long-term portion- SBA notes payable \n (136,644) \n (140,217)\n\nCurrent portion \n$9,622,547  \n$8,489,496 \n\n \n\n(1)\nAt\nDecember 31, 2025 and 2024, the balance of $1,129,247 and $1,249,396 net of discount of $24,587 and $44,310, respectively, consisted\nof the following loans:\n\n \n\nF-14\n\n \n\n \n\n \n●\n\nIn\nAugust 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by a former director of the Company.\nThe Notes carry interest at 12% annually and were originally due on the date that was six-months from the execution and funding of the\nnote. The notes were convertible into shares of Company’s common stock at a conversion price of $0.008 per share. The total liability\nrecorded prior to the settlement on May 19, 2025 was $178,526, consisting of $91,156 in principal and $87,370 in accrued interest. The\nCompany entered into a settlement agreement for $125,000, resulting in a gain on settlement of $53,526, which was recognized during the\nsecond quarter of 2025 and is included in net gain on settlement of debt in the accompanying consolidated statements of operations for\nthe year ended December 31, 2025.\n\n \n \n \n\n \n \nDuring\nthe second through fourth quarter of 2025, the Company made repayments totaling $105,000, of which $33,844 was applied to accrued\ninterest and $71,156 was applied to principal. As of December 31, 2025 and 2024, the outstanding principal balance was $20,000 and\n$91,156, respectively, and accrued interest was $0 and $84,671, respectively. The remaining balance was fully repaid in February\n2026.\n\n \n \n \n\n \n●\nOn\nAugust 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total\nof $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. We signed the first amendment\nto the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011 (this includes\na $25,000 penalty for non-payment). We repaid $25,000 during 2012. We did not make all of the payments under such amendment and as\na result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock\nsplit) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the\ninitial $350,000 plus total default penalties of $100,000). LPR sold the note to Southridge Partners, LLP (“Southridge”)\nfor consideration of $281,772 in June 2012. In August 2013, the debt of $281,772 reverted back to LPR and remains outstanding at\nDecember 31, 2025 and 2024.\n\n \n \n \n\n \n●\nAt\nDecember 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge.\nThe debt of $55,410 reverted back to University Centre West Ltd. and is currently outstanding and carries no interest.\n\n \n \n \n\n \n●\nIn\nApril 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The\nnote was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At December\n31, 2025 and 2024, the accrued interest is $9,839 and $8,825, respectively.\n\n \n \n \n\n \n●\nIn\nMay 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a\nrate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of\na settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement.\nAt December 31, 2025 and 2024, the outstanding principal balance is $50,000 and accrued interest is $123,001 and $110,834, respectively.\n\n \n \n \n\n \n●\nIn\nJune 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at\na rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of\nsettlement. At December 31, 2025 and 2024, the outstanding principal balance is $50,000 and accrued interest is $116,200 and $104,034,\nrespectively.\n\n \n\nF-15\n\n \n\n \n\n \n●\nA\npromissory note originally issued to an unrelated third party in August 2016 was restated in September 2019 in the amount of $333,543\nbearing monthly interest at a rate of 2% and was due September 2020. The Note is in default and negotiation of settlement. At December\n31, 2025 and 2024, the principal balance is $333,543, and the accrued interest is $512,321 and $431,159, respectively.\n\n \n \n \n\n \n●\nOn\nSeptember 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually.\nThe note was due in one year from the execution and funding of the note. In March 2018, $15,000 of the principal balance of the note\nwas assigned to an unrelated third party and is in default. In January 2020, the remaining principal balance of $60,000 and accrued\ninterest of $15,900 was restated in the form of a Convertible Note (See Note 6(4)). At December 31, 2025 and 2024, the principal\nbalance outstanding is $15,000 and the accrued interest is $1,371.\n\n \n \n \n\n \n●\nIn\nOctober 2016, we issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate\nof 2%. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement.\nAt December 31, 2025 and 2024, the accrued interest is $112,500 and $100,334, respectively.\n\n \n \n \n\n \n●\nIn\nJune 2017, we issued a promissory note to an unrelated third party in the amount of $12,500 bearing interest at 10% annually. The\nnote was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At\nDecember 31, 2025 and 2024, the accrued interest is $10,819 and $9,552, respectively.\n\n \n \n \n\n \n●\nDuring\nJuly 2017, we received a loan for a total of $200,000 from an unrelated third party. The Company made scheduled payments through\nAugust 2017, however, it subsequently defaulted on the loan payment terms in 2017. During June 2018, the loan was settled with two\nunrelated third parties for $130,401 and $40,000, respectively, with the monthly scheduled repayments of approximately $5,000 and\n$2,000 per month to each unrelated party through July 2020. The Company repaid an aggregate of $136,527 over the four years from\n2018 through 2021. The portion of settlement of $130,401 was repaid in full as of March 31, 2021. At December 31, 2025 and 2024,\nthe outstanding principal balance is $33,874 and is in default and negotiation of settlement.\n\n \n \n \n\n \n●\nIn\nJuly 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issue discount of $10,000.\nThe note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement.\nAt December 31, 2025 and 2024, the principal balance of the note is $50,000.\n\n \n\nF-16\n\n \n\n \n\n \n●\nIn\nNovember 2017, we issued a promissory note to an unrelated third party in the amount of $120,000 with original issuance discount\nof $20,000. During March 2020, $50,000 of the Note was settled for 125,000,000 shares with a fair value of $87,500. The remaining\nbalance of $70,000 was restated with additional issuance discount of $14,000. We repaid a total of $15,000 during 2022. At December\n31, 2025 and 2024, the principal balance of the loan is $69,000, and is in default and negotiation of further settlement.\n\n \n \n \n\n \n●\nIn\nNovember 2017, we issued a promissory note to an unrelated third party in the amount of $18,000 with original issuance discount of\n$3,000. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of further\nsettlement. At December 31, 2025 and 2024, the principal balance of the note is $18,000 and the accrued interest is $2,000. The accrued\ninterest represents a one-time amount and no further interest is accruing on the note.\n\n \n \n \n\n \n●\nIn\nOctober 2024, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement,\nthe buyer purchased $99,400 of the Company’s future receivables in exchange for total proceeds of $68,550, on a non-recourse\nbasis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount\nof $99,400 was collected. In connection with this transaction, the Company recorded a total debt discount of $30,850 related to loan\norigination fees and issuance costs, which is being amortized over the term of the agreement. Repayments of $19,449 and $79,951 were\nmade during 2024 and 2025, respectively, and the balance was fully repaid. Amortization for the years ended December 31, 2025 and\n2024 was $24,810 and $6,040, respectively. At December 31, 2025 and 2024, the principal balance, net of debt discount of $0 and $24,810,\nwas $0 and $55,141, respectively.\n\n \n \n \n\n \n●\nOn\nDecember 6, 2024, the Company received a $25,000 cash advance to address a temporary liquidity shortage. No formal loan agreement\nwas executed, as the advance was intended to be repaid within the month. The repayment was made on January 3, 2025. The principal\nbalance outstanding as of December 31, 2025 and 2024 was $0 and $25,000, respectively.\n\n \n \n \n\n \n●\nOn\nDecember 31, 2024, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this\nagreement, the buyer purchased $68,500 of the Company’s future receivables in exchange for total proceeds of $49,000, on a\nnon-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full\npurchased amount of $68,500 was collected. In connection with this transaction, the Company recorded a total debt discount of $19,500\nrelated to loan origination fees and issuance costs, which was being amortized over the term of the agreement. The outstanding balance\nof $68,500 was fully repaid during 2025. Amortization for the years ended December 31, 2025 and 2024 was $19,500 and $0, respectively.\nAt December 31, 2025 and 2024, the principal balance, net of debt discount of $0 and $19,500, was $0 and $49,000, respectively.\n\n \n \n \n\n \n●\nIn\nSeptember 2025, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement,\nthe buyer purchased $147,200 of the Company’s future receivables in exchange for total proceeds of $112,650, on a non-recourse\nbasis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount\nof $147,200 was collected. In connection with this transaction, the Company recorded a total debt discount of $34,550 related to\nloan origination fees and issuance costs, which is being amortized over the term of the agreement. Repayments of $42,465 were made\nduring 2025. Amortization for the year ended December 31, 2025 was $9,963. At December 31, 2025, the principal balance, net of debt\ndiscount of $24,587, was $80,148.\n\n \n\nF-17\n\n \n\n \n\n(2)\nAt\nDecember 31, 2025 and 2024, the balance of $6,209,306 and $4,964,684, net of discount of $82,802 and $11,010, respectively, consisted\nof the following convertible loans:\n\n \n\n \n●\nIn\nOctober 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of\n$10,000. The note was convertible into shares of Company’s common stock at a conversion price of $0.001 per share. The note\nwas due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At December\n31, 2025 and 2024, the principal balance of the note is $60,000.\n\n \n \n \n\n \n●\nDuring\nJanuary through December 2018, we issued convertible notes payable to 14 unrelated third parties for a total of $525,150 with original\nissue discount of $44,150. The notes were due in six months from the execution and funding of each note. The notes are convertible\ninto shares of Company’s common stock at a conversion price ranging from $0.0003 to $0.001 per share. During May 2019, we restated\ntwo convertible notes payable with additional original issuance discount of $6,400. The two restated notes were due in August 2020.\nAt December 31, 2025 and 2024, the outstanding principal balance of the notes issued in 2018 was $531,550. The Notes are in default\nand negotiation of settlement.\n\n \n \n \n\n \n●\nDuring\nFebruary 2019, the Company issued convertible notes payable totaling $55,000 with an original issuance discount of $5,000. The notes\nare convertible into shares of the Company’s common stock at a conversion price of $0.0005 per share. During August and October\n2020, the notes were amended to include additional original issuance discounts of $9,200 and were accompanied by the issuance of\nwarrants. All warrants associated with these notes expired during 2022. The Notes are in default and negotiation of settlement.\n\n \n \n \n\n \n \nDuring\nNovember 2019, we issued a convertible promissory note to an unrelated third party for $137,500 with original issuance discount of\n$12,500. The note was due nine months from the execution and funding of the notes. The Noteholder had the right to convert the note\ninto shares of Common Stock at a fixed conversion price of $0.000275. The Note is in default and negotiation of settlement.\n\n \n \n \n\n \n \nAt\nDecember 31, 2025 and 2024, the outstanding principal balance of the notes issued in 2019 was $201,700.\n\n \n \n \n\n \n●\nDuring\nthe year ended December 31, 2020, the Company issued convertible notes payable of $555,600 with an original issuance discount of\n$53,600. $287,400 of these notes were due in a year, and $268,200 of the Notes were due in six months from the execution and funding\nof each note. The notes are convertible into shares of the Company’s common stock at a fixed conversion price ranging from\n$0.0002 to $0.0008 per share. In May 2022, $16,500 of the notes issued in November 2020 were settled through the issuance of common\nstock. At December 31, 2025 and 2024, the outstanding principal balance of the notes issued in 2020 was $539,100. The notes are currently\nin default and under negotiation for settlement.\n\n \n \n \n\n \n●\nDuring\n2021, we issued convertible promissory notes to unrelated third parties totaling $2,480,043 with original issuance discounts of $323,484.\nThe Noteholders had the right to convert the notes into shares of Common Stock at a fixed conversion price ranging from $0.0003 to\n$0.002 per share. The notes were due one year from the execution and funding of the notes. On January 1, 2022, $228,563 of the Notes\nissued during January to April 2021 were amended to extend the due date to August 29, 2022. The notes are currently in default and\nunder negotiation for settlement.\n\n \n\nF-18\n\n \n\n \n\n \n●\n\nDuring\nAugust 2021, a promissory note of $166,926 was restated in the form of a convertible note at a fixed conversion price of $0.002 per share.\nThe restated balance was $183,619 with an original issuance discount of $16,693 and was due February 2022. During February 2022, we issued\n20,866,250 shares of common stock to satisfy the principal balance of $16,693. The remaining balance of $166,926 was further restated\ninto a convertible note with a fixed conversion price of $0.002 per share, maturing in August 2022. In August 2022, the balance of $166,926\nwas further restated with an original issuance discount of $16,693 in the form of a convertible note at a fixed conversion price of $0.002\nper share due February 2023. The note required us to repay $16,693 in cash by October 2022. We did not meet this repayment obligation.\nAs a result, the convertible note amount increased to $200,312 (including $166,926, $16,693, and an original issuance discount of $16,693)\nwith a fixed conversion price of $0.002 per share, due February 2023. The Company made a payment of $5,000, which was applied against\naccrued late payment penalties in 2023.\n\n \n \n \n\n \n \nIn\nFebruary 2024, the principal balance and the related penalty for a total of $224,920 were restated. 35,000,000 shares of common stock\nwere issued in satisfaction of $24,920 of the outstanding balance, with the remaining $200,000 restated as a principal subject to\nan additional 15% OID. The fair value of the shares issued was $3,500, resulting in a gain of $21,420, which was recognized as a\ngain on settlement of debt and accrued expense in the accompanying consolidated statements of operations for the year ended December\n31, 2024. The restated note was due in February 2025 and convertible at a fixed price of $0.0008 per share. In February 2025, the\nnote was further restated, with the principal balance of $230,000 subject to an additional 15% OID, which increased the principal\nbalance to $264,500 while maintaining the same fixed conversion price and personal guarantee. The Company evaluated the amendment\nto the note under applicable debt modification guidance and concluded that the changes did not result in an extinguishment, as the\nterms were not substantially different. Accordingly, the amendment was accounted for as a modification.\n\n \n \n \n\n \n \nAmortization\nof debt discount for years ended December 31, 2025 and 2024 was $34,125 and $27,500, respectively. The principal balance, net of\nunamortized debt discount of $2,875, was $261,625 as of December 31, 2025. The principal balance, net of unamortized debt discount\nof $2,500, was $227,500, as of December 31, 2024.\n\n \n \n \n\n \n \nIn\nFebruary 2026, the note was further restated to extend the maturity date to February 2027, with the principal balance of $264,500\nsubject to an additional 15% OID, while maintaining the same fixed conversion price of $0.0008 and personal guarantee.\n\n \n \n \n\n \n●\nDuring\n2022, we issued convertible promissory notes to unrelated third parties totaling $874,000 with original issuance discounts of $114,000.\nThe noteholders have the right to convert the notes into shares of common stock at fixed conversion prices ranging from $0.0005 to\n$0.0008 per share, and the notes were due one year from their respective execution and funding dates. The notes are currently in\ndefault and under negotiation for settlement.\n\n \n \n \n\n \n●\nDuring\n2022, certain convertible promissory notes for a total of $339,825 were amended to add additional original issuance discount for\na total of $50,974 and matured in July 2023. The notes are currently in default and under negotiation for settlement.\n\n \n \n \n\n \n●\nDuring\n2023, the Company amended convertible promissory notes totaling $197,025 to add aggregate original issuance discounts of $29,554,\nwhich extended the due dates by twelve months, to various dates in January, May, and July 2024. The notes are currently in default\nand under negotiation for settlement.\n\n \n\nF-19\n\n \n\n \n\n \n●\nDuring\n2023, the Company issued convertible promissory notes to unrelated third parties with a fixed conversion price of $0.0006 per share,\ntotaling $146,338 with a combined original issuance discount of $19,088. Of these, $17,250 of the notes are under a personal guarantee.\nAll notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation\nfor settlement.\n\n \n \n \n\n \n●\nDuring\n2024, a convertible promissory note of $53,230 was amended to add an additional original issuance discount of $7,985. The note is\ncurrently in default and under negotiation for settlement.\n\n \n \n \n\n \n●\nDuring\n2024, the Company issued convertible promissory notes to unrelated third parties with fixed conversion prices ranging from $0.0005\nto $0.0006 per share and OID. The aggregate principal amount issued during 2024 was $263,350, with total OID of $34,350. The notes\nwere due one year from their respective execution and funding dates. These notes are currently in default and under negotiation for\nsettlement.\n\n \n \n \n\n \n●\nDuring\nthe second quarter of 2024, the Company settled convertible promissory notes with an aggregate principal balance of $52,500, which\nhad a conversion price of $0.002. As part of the settlement, the Company recognized a $7,500 loss on settlement of debt during the\nsecond quarter of 2024, which was included in net gain on settlement of debt and accrued expense in the accompanying consolidated\nstatements of operations for the year ended December 31, 2024. Cash repayments related to these notes included $5,000 paid in the\nfirst quarter of 2023, $7,500 paid during the second quarter of 2024, and $15,000 paid in the third quarter of 2024, with the remaining\nbalance repaid in installments through the fourth quarter of 2024 and the first quarter of 2025, and fully settled in the second\nquarter of 2025, for total cash repayments of $60,000.\n\n \n \n \n\n \n●\nDuring\nthe third quarter of 2024, the Company settled convertible promissory notes of $11,500, which had a conversion price of $0.0006.\nThe Company completed repayment in the first quarter of 2025, with $11,500 in cash repayments.\n\n \n \n \n\n \n●\nDuring\nthe first and second quarter of 2025, an aggregate of $893,056 has been funded pursuant to three convertible promissory notes originated\nin January, February and June 2025, respectively, to an unrelated third party for a total commitment of up to $1,155,556 to be funded\nin tranches. The agreements reflect minor variations in the naming of this unrelated third party which refer to the same counterparty.\nThe notes carry an original issue discount of 15%, applied at the time of funding for each tranche. Each tranche matures one year\nfrom its respective execution and funding date. The noteholder has the option to convert the outstanding principal into shares of\nCommon Stock at a conversion price of $0.0005 per share. If any tranches are missed or delayed by more than 10 business days, the\nfixed conversion price will be adjusted to $0.0008 per share for any missed tranche as a penalty. During the second and third quarter\nof 2025, $112,500 of proceeds was received after the required funding date; accordingly, the conversion price for such amount was\nadjusted to $0.0008 per share. In connection with the issuance of the notes, we paid 10% of the proceeds to a third party, which\nhas been recorded as a debt discount. Both the original issuance discount and the issuance-related costs are being amortized over\nthe term of each tranche.\n\n \n \n \n\n \n●\nDuring\nApril and May 2025, we issued convertible promissory notes to unrelated third parties for a total of $46,000 with original issuance\ndiscount of $6,000. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price of\n$0.0007 per share. The notes are due one year from the execution and funding of the notes.\n\n \n \n \n\n \n●\nDuring\nJuly 2025, the Company settled a convertible promissory note with a principal balance of $11,500 through a cash repayment of $11,500.\n\n \n \n \n\n \n●\nDuring\nSeptember through December 2025, we issued convertible promissory notes to unrelated third parties for a total of $248,400 with original\nissuance discount of $32,400. The Noteholders have the right to convert the notes into shares of Common Stock at fixed conversion\nprice ranging from $0.0005 to $0.0008 per share. The notes are due one year from the execution and funding of the notes. In connection\nwith the issuance of $92,000 of these notes, we paid 10% of the proceeds to a third party, which has been recorded as a debt discount.\nBoth the original issue discount and the issuance-related costs are being amortized over the term of each tranche.\n\n \n \n \n\n \n●\nAt\nDecember 31, 2025, $4,706,194 of the above mentioned convertible notes payable are in default and negotiation of settlement. At the\ndate of this report, $5,365,912 of the notes remain in default and in negotiation of settlement.\n\n \n \n \n\n \n●\nThe\ntotal discount amortization on all notes for the years ended December 31, 2025 and 2024 was $232,319 and $79,139. At December 31,\n2025 and 2024, the carrying value of the notes was $6,209,306 and $4,964,684, net of unamortized discounts of $82,802 and $11,010,\nrespectively.\n\n \n\nF-20\n\n \n\n \n\n(3)\nAt\nDecember 31, 2025 and 2024, the balance of $2,046,469 and $2,041,464, respectively, consisted of the following convertible loans:\n\n \n\n \n●\nThe\nbalance of $20,000 of a Convertible Note originated in March 2016 is in default and negotiation of settlement. The conversion price\nis equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately\nprior to but not including the conversion date. We have accrued interest at a default interest rate of 20% after the note’s\nmaturity date. At December 31, 2025 and 2024, the convertible notes payable with principal balance of $20,000 plus accrued interest\nof $37,406 and $33,350, at fair value, were recorded at $78,280 and $96,998, respectively. The Note is in default and negotiation\nof settlement.\n\n \n \n \n\n \n●\nDuring\nMay 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note was due on May 4, 2018.\nThe Note holder has the right to convert the note into shares of Common Stock at sixty percent (60%) of the lowest trading price\nof our restricted common stock for the twenty trading days preceding the conversion date. We have accrued interest at a default interest\nrate of 19% after the note’s maturity date. After prior conversions, at December 31, 2025 and 2024, the remaining principal\nof $12,629 plus accrued interest of $24,937 and $22,411, respectively, at fair value, was recorded at $62,610 and $58,401, respectively.\nThe remaining principal balance of the Note is in default.\n\n \n \n \n\n \n●\nDuring\nOctober 2020, we issued a Convertible Debenture in the amount of $250,000 to an unrelated third party. The note was due in October\n2021. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest\ntrading price of our restricted common stock for the twenty-five prior trading days including the conversion date. Upon default,\nwe increased the outstanding principal by 10% and began accruing interest at the default rate of 24% from the note’s maturity\ndate. At December 31, 2025 and 2024, the convertible note payable with principal balance of $275,000 plus accrued interest of $296,657\nand $230,657, respectively, at fair value, were recorded at $1,143,319 and $1,011,315. The Note is in default and negotiation of\nsettlement.\n\n \n \n \n\n \n●\nDuring\nJuly 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party, and during August 2018, we issued\na convertible debenture in the amount of $20,000 to an unrelated third party. Both notes carry interest at 8% and were due one year\nfrom issuance, unless previously converted into shares of restricted common stock. Following maturity, we accrued interest at the\ndefault rate of 24%. The noteholders have the right to convert the notes into shares of common stock at fifty-five percent of the\naverage of the three lowest trading prices of our restricted common stock for the fifteen trading days including the date of receipt\nof the conversion notice. At December 31, 2025 and 2024, the combined convertible notes payable plus accrued interest of $183,376\nand $96,622, respectively, were recorded at fair value of $333,412 and $302,950. The Note is in default and negotiation of settlement.\n\n \n \n \n\n \n●\nDuring\nJanuary 2019, we issued a convertible debenture in the amount of $75,900 to an unrelated third party. The note was due in one year\nfrom the restatement date of the note. During November 2020, the Note holder assigned $20,000 of the $75,900 convertible note restated\nin January 2019 to a third party. The Noteholder has the right to convert the note into shares of Common Stock at 50% discount to\nthe average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. At December\n31, 2025 and 2024, the convertible note payable of $55,900, at fair value, was recorded at $83,850 and $111,800, respectively. The\nnote was due January 2020. The Note is in default and negotiation of settlement.\n\n \n\nF-21\n\n \n\n \n\n \n●\nDuring\nJune 2019, we issued a convertible promissory note to an unrelated third party for $240,000 with original issuance discount of $40,000.\nThe note was due one year from the execution and funding of the notes. In connection with the issuance of this note, we issued 16,000,000\nshares of our restricted common stock. The common stock was valued at $4,688 and recorded as a debt discount that was amortized over\nthe life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower\nof $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the\nnotice of conversion. During October 2022, repayment of $10,000 was made. At December 31, 2025 and 2024, the convertible note payable\nwith principal balance of $230,000, at fair value, was recorded at $345,000 and $460,000, respectively. The Note is in default and\nnegotiation of settlement.\n\n \n \n \n\n \n(4)\nAt\nDecember 31, 2025 and 2024, the balance of $225,000 consisted of the advances received from a third party during the periods from\nMay 2019 through May 2020 in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase\nof equity in the joint venture. The joint venture is currently on hold.\n\n \n \n \n\n \n(5)\nDuring\nJune 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster\nLoan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business.\nPursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was\n$150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments,\nincluding principal and interest, in the amount of $731 commenced in February 2023. The balance of principal and interest is payable\nover a 360-month period from the date of the SBA Loan Agreement. The SBA requires that the Company collateralize the loan to the\nmaximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include\ntrading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate\n(residential and investment) of the principals as collateral. The outstanding balance of the EIDL loan was $149,169 as of both December\n31, 2025 and 2024. Accrued interest totaled $17,513 and $11,889 as of December 31, 2025 and 2024, respectively. Interest expense\nwas $5,624 for each of the years ended December 31, 2025 and 2024.\n\n \n\nF-22\n\n \n\n \n\nAt\nDecember 31, 2025, the future minimum principal payments for all debts are as follows:\n\n SCHEDULE OF FUTURE MINIMUM PRINCIPAL PAYMENT \n\nYears \nAmount \n\n2026 \n$9,622,547 \n\n2027 \n 3,707 \n\n2028 \n 3,849 \n\n2029 \n 3,996 \n\n2030 \n 4,148 \n\nThereafter \n 120,944 \n\nTotal \n$9,759,191 \n\nLess: Long-term portion \n   \n\nSBA notes payable \n (136,644)\n\nLess: Long-term portion SBA notes payable \n (136,644)\n\nCurrent portion \n$9,622,547 \n\n \n\n**7.\nSTOCKHOLDERS’ DEFICIT**\n\n \n\nSeries\nB Preferred Stock\n\n \n\nEffective\nMarch 2021, pursuant to authority of its Board of Directors, the Company filed a Certificate of Determination for its Series B Preferred\nStock. The Series B Preferred Stock has a par value of $0.001 per shares and consists of 12,000,000 shares.\n\n \n\nTerms\nof the Series B Preferred include the following:\n\n \n\n \n1.\nThe\nSeries B Preferred votes with the Company’s common stock as a single class on all matters or consents for the Company’s\ncommon stockholders. Each share of Series B Preferred is entitled to one thousand votes per share.\n\n \n \n \n\n \n2.\nThe\nSeries B Preferred will not be entitled to dividends unless the Company pays cash dividends or dividends in other property to holders\nof outstanding shares of common stock, in which event, each outstanding share of the Series B Preferred will be entitled to receive\ndividends of cash or property in an amount or value equal to one thousand multiplied by the amount paid in respect of one share of\ncommon stock. Any dividend payable to the Series B Preferred will have the same record and payment date and terms as the dividend\npayable on the common stock.\n\n \n \n \n\n \n3.\nUpon\nany voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of all shares of Series B Preferred\nthen outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an\namount in cash equal to $0.133 in cash per share before any distribution is made on any shares of the Company’s common stock.\nIf upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the application of all amounts available\nfor payments with respect to Series B Preferred would not result in payment in full of Series B Preferred, the holders shall share\nequally and ratably in any distribution of assets of the Company in proportion to the full liquidation preference to which each is\nentitled.\n\n \n \n \n\n \n4.\nThe\nSeries B Preferred does not have any redemption rights.\n\n \n\nCommon\nStock Issued for Services \n\n \n\nOn\nMay 1, 2025, the Company entered into a consulting agreement for services. Pursuant to the agreement, the Company agreed to issue up\nto 300,000,000 shares of restricted common stock as compensation over an initial 12-month service period, including an initial issuance\nof 100,000,000 shares upon execution and monthly issuances of 20,000,000 shares beginning July 1, 2025. The initial 100,000,000 shares\nwere issued in May 2025 and were valued at $10,000. During the third and fourth quarter of 2025, the Company issued an additional 120,000,000\nshares under this arrangement, with an aggregate fair value of $20,000.\n\n \n\nFor\nthe year ended December 31, 2025, the Company recognized stock-based compensation expense of $26,667 related to this agreement, respectively.\nThe remaining unrecognized compensation cost of $3,333 is expected to be recognized over the remaining service period (See Note 10). \n\n \n\nAs\nof the date of this report, no shares have been issued by the transfer agent; however, the Company has recorded the shares as common\nstock to be issued and recognized the related stock based compensation expense.\n\n \n\nCommon\nStock Issued for Debt Modification and Penalty\n\n \n\nDuring\nFebruary 2024, we issued 35,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $200,312\namended in August 2022. The shares were valued at a fair value of $3,500 (See Note 6). \n\n \n\nCommon\nStock to be Issued for Vendor Payable Balance\n\n \n\nDuring\nDecember 2024, the Company entered into a settlement agreement with a vendor to extinguish outstanding accounts payable totaling $20,000.\nPursuant to the agreement, the Company is to issue 20,000,000 shares of its common stock in full satisfaction of the obligation. The\nshares were valued at a fair value of $2,000. The Company recorded a gain on settlement of vendor payable of $18,000. The gain was recognized\nin the accompanying statements of operations.\n\n \n\nF-23\n\n \n\n \n\n**8.\nINCOME TAXES**\n\n \n\nThe\nCompany’s tax expense differs from the “expected” tax expense for the years ended December 31, 2025 and 2024, which\nis computed by applying the blended federal and state corporate tax rate of 25.35% to loss before taxes, as follows:\n\n SCHEDULE OF INCOME TAX EXPENSE \n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nComputed “expected” tax expense (benefit) - Federal \n$(429,952) \n$(269,989)\n\nComputed “expected” tax expense (benefit) - State \n (88,959) \n (55,862)\n\nPermanent differences and other \n 65,205  \n 55,988 \n\nExpired net operating loss carryforwards \n 896,990  \n 2,291,085 \n\nChange in valuation allowance \n (443,284) \n (2,021,222)\n\nProvision for income taxes \n$-  \n$- \n\nEffective tax rate \n 0% \n 0%\n\n \n\nF-24\n\n \n\n \n\n \n\nThe\ntable below summarizes the components of the Company’s deferred income tax assets and related valuation allowance as of December\n31, 2025 and 2024:\n\n SCHEDULE\nOF DEFERRED INCOME TAX ASSETS AND RELATED VALUATION ALLOWANCE \n\n  \n2025  \n2024 \n\nNet deferred income tax assets: \n    \n   \n\nReserve for prepaid inventory \n$40,631  \n$39,363 \n\nChange in allowance for credit losses \n \n13,382\n  \n - \n\nAccrued salary \n 470,100  \n 416,051 \n\nRecovery for receivables from officer \n 44,927  \n 44,927 \n\nNet operating loss carryforwards \n 8,618,401  \n 9,130,384 \n\nValuation allowance \n (9,187,441) \n (9,630,725)\n\nNet deferred income tax asset \n$-  \n$- \n\n \n\nDue\nto the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, we have provided a\nvaluation allowance to fully reserve such assets. The valuation allowances decreased by $443,284 and $2,021,222 for the years ended December\n31, 2025 and 2024, respectively.\n\n \n\nAs\nof December 31, 2025, the Company had net operating loss carryforwards (“NOLs”) of approximately $34.0 million, net $3.5\nmillion and $9.0 million generated in 2005 and in 2003 – 2004, respectively, which expired during 2025 and 2024, respectively.\nOf the remaining balance, approximately $11.8 million were generated after December 31, 2017 and may be carried forward indefinitely,\nwhile $22.2 million will expire at various dates through 2037.\n\n \n\nThe\nCompany’s 2023 through 2025 tax returns which have not been filed are subject to examination by the Internal Revenue Services and\nvarious state authorities. Tax returns for the years 2021 and 2022 remain subject to examination for a period of three years from the date filed.\n\n \n\n**9.\nACCRUED EXPENSES**\n\n \n\nAccrued\nexpenses consist of the following:\n\n SCHEDULE OF ACCRUED EXPENSES \n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nAccrued consulting fees \n$303,900  \n$291,400 \n\nAccrued settlement expenses (1) \n 680,235  \n 680,235 \n\nAccrued payroll taxes \n 293,847  \n 263,859 \n\nAccrued interest \n 905,565  \n 864,670 \n\nAccrued others \n 2,736  \n 2,913 \n\nTotal \n$2,186,283  \n$2,103,077 \n\n \n\n(1)\nOn\nAugust 28, 2024, the U.S. District Court for the Eastern District of New York entered a final consent judgment against the Company,\nenjoining it from violating certain provisions of the federal securities laws and ordering disgorgement and civil monetary\npenalties. The Court entered a final consent judgment in which it was ordered to pay $520,940\nin disgorgement and $59,295\nin prejudgment interest thereon, as well as $100,000\nin civil penalties. As of December 31, 2025 and 2024, the Company had accrued a total legal settlement amount of $680,235\n(See Note 12). Any potential penalties or interest related to non-payment cannot be reasonably estimated at this time and, accordingly,\nhave not been accrued in the accompanying   consolidated financial statements.\n\n \n\n**10.\nPREPAID EXPENSES**\n\n \n\nPrepaid\nexpenses and other current assets consist of the following:\n\n SCHEDULE OF PREPAID EXPENSES \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nSupplier advances for future purchases \n$406,472  \n$401,472 \n\nReserve for supplier advances \n (406,472) \n (401,472)\n\nNet supplier advances \n -  \n - \n\nPrepaid stock based compensation (see Note 7) \n 3,333  \n - \n\nPrepaid professional fees \n 31,999  \n 29,999 \n\nTotal \n$35,332  \n$29,999 \n\n \n\nWe\nperformed an evaluation of our supplier advances for venom at December 31, 2025 and 2024, and determined full reserves were necessary.\nThe Company recorded increases to the reserve of $5,000 and $60,000 for the years ended December 31, 2025 and 2024, respectively.\n\n \n\nF-25\n\n \n\n \n\n**11.\nCONVERTIBLE NOTES RECEIVABLE**\n\n \n\nDuring\n2021 through 2023, we purchased an aggregate of $378,250 of convertible notes receivable with original issuance discounts totaling $31,626\nfrom StemSation International (“StemSation”). The notes were convertible into common shares ranging from $0.01 to $0.005\nper common share and matured in one year from each of the funding dates of the notes. The original issuance discounts were amortized\nover the lives of the notes. Stemsation made total repayments of $114,250 during 2022 and 2023, and the remaining balance of $264,000\nwas in default prior to settlement.\n\n \n\nOn\nJune 5, 2023, the Company entered into a settlement agreement with StemSation to convert the notes receivable balances of $264,000 into\nshares of StemSation’s common stock at $0.00176 per share. The settlement agreement was approved on June 15, 2023 by the Circuit\nCourt. \n\n \n\nPursuant\nto the agreement, the Company is entitled to receive 150,000,000 shares of StemSation’s common stock in exchange for the full settlement\nof the outstanding notes receivable. As of June 30, 2023, the Company recognized the settlement receivable at $264,000, equal to the\ncarrying amount of the notes receivable exchanged. Accordingly, the convertible notes receivable were derecognized. \n\n \n\nBetween\nJuly and November 2023, $103,916 of the $264,000 settlement was converted into 59,043,425 shares, as summarized in the table below. The\nremaining $160,084 of the settlement was recorded as a settlement receivable in the accompanying consolidated balance sheets as of December\n31, 2025 and 2024, and is expected to be converted in subsequent periods.\n\n SCHEDULE OF CONVERTIBLE SETTLEMENT OF DEBT \n\nDate of Conversion Notice \nConversion Amount  \nNumber of Shares Issued  \nValue of Shares Issued\n($/per share) at Issuance \n\n7/12/2023 \n$33,516  \n 19,043,425  \n 0.00176 \n\n8/24/2023 \n$35,200  \n 20,000,000  \n 0.00176 \n\n11/7/2023 \n$35,200  \n 20,000,000  \n 0.00176 \n\n \n\nOf\nthe 59,043,425 shares issued, 39,043,425 shares were sold in the third quarter of 2023 for total proceeds of $68,716, of which $33,516\nwas collected and $35,200 remained receivable as of December 31, 2024. The remaining 20,000,000 shares converted in November 2023, valued\nat $35,200, were recorded as an investment in StemSation stock at cost.\n\n \n\nIn\nMarch 2024, the Company sold an additional 10,000,000\nshares for $17,600,\nwhich remained outstanding as of December 31, 2025 and 2024. As a result, the gross receivable balance related to these transactions\nwas $52,800\nat December 31, 2025 and 2024. During the year ended December 31, 2025, the Company recorded a full allowance for credit losses\nagainst the outstanding receivable balance based on management’s evaluation of collectability and current expected credit loss\nfactors. The remaining 10,000,000\nshares converted in November 2023, valued at $17,600,\nwere recorded as an investment in StemSation stock as of December 31, 2025 and 2024 at cost. Management believes the carrying values\napproximate fair value based on the expected recovery pursuant to the Stock Purchase Agreement covering a total of 150,000,000\nshares. \n\n \n\nDuring\nthe third and fourth quarter of 2023, we purchased three convertible notes for $6,600 which included a $600 original issuance discount.\nDuring the first and second quarter of 2024, we purchased three convertible notes for $37,450 which included a $3,450 original issuance\ndiscount. They are convertible at $0.005 per share and due in one year after funding. Repayment of $42,300 was received during 2024. \n\n \n\nDuring\nMay 2025, we purchased a convertible note for $28,750, with original issuance discount of $3,750. The note is convertible into common\nshares for $0.005 per common share and matures in one year from the funding of the note.\n\n \n\nConvertible\nnotes receivable were $30,500 and $1,750 as of December 31, 2025 and 2024, respectively. Amortization of convertible notes receivable,\nrecognized as other income, totaled $3,750 and $3,450 for the years ended December 31, 2025 and 2024, respectively, and is included in\nother income in the accompanying consolidated statements of operations. \n\n \n\nF-26\n\n \n\n \n\n**12.\nCOMMITMENTS AND CONTINGENCIES**\n\n \n\nOperating\nLeases\n\n \n\nReceptoPharm\nleased a lab. In October 2022, we signed another lease extension, covering the period from January 1, 2023, to December 31, 2025, with\nmonthly payments of $7,700 and an annual 4% increase. The Company did not renew the lease upon its expiration on December 31, 2025.\n\n \n\nFor\nthe years ended December 31, 2025 and 2024, the Company’s lease cost and related cash flow information were as follows:\n\n SCHEDULE OF LEASE COST AND BALANCE SHEET INFORMATION \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nLease cost \n    \n   \n\nOperating lease cost \n$103,080  \n$109,795 \n\nShort-term lease cost \n -  \n - \n\nTotal lease cost \n$103,080  \n$109,795 \n\n  \n    \n   \n\nSupplemental cash flow information related to leases were as follows: \n    \n   \n\nCash paid for amounts included in the measurement of operating lease liabilities \n$96,905  \n$109,759 \n\n \n\nAs\nof December 31, 2025 and 2024, the Company’s operating lease right-of-use assets and related lease liabilities were as follows:\n\n \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nBalance sheet information \n    \n   \n\nOperating ROU Assets \n$-  \n$251,951 \n\nLess accumulated amortization \n -  \n (161,168)\n\nOperating ROU Assets, net \n$     -  \n$90,783 \n\n  \n    \n   \n\nOperating lease obligations, current portion \n$-  \n$93,411 \n\nOperating lease obligations, non-current portion \n -  \n - \n\n  \n    \n   \n\nTotal operating lease obligations \n$-  \n$93,411 \n\n  \n    \n   \n\nWeighted average remaining lease term (in years) – operating leases \n -  \n 1 \n\nWeighted average discount rate-operating leases \n 8% \n 8%\n\n \n\nThe\nCompany subleased a portion of its leased facility under month-to-month arrangements through December 31, 2025. Sublease rental income\nis recorded as a reduction of general and administrative expenses in the consolidated statements of operations, as the amounts represent\nrecoveries of operating costs rather than revenues from the Company’s primary business activities. The sublease arrangements were\nshort-term and operated on a month-to-month basis. Total sublease rental income was $120,000 and $93,000 for years ended December 31,\n2025 and 2024, respectively. Other receivables of $133,906 and $28,906 as of December 31, 2025 and 2024, respectively, consisted entirely\nof rental income receivable.\n\n \n\nConsulting\nAgreements\n\n \n\nDuring\nJuly 2015, we signed an agreement with a company to provide for consulting services for five years. In connection with the agreement,\n500,000 shares of our restricted common stock and a one year 8% note of $50,000 were granted. The shares were valued at $0.18 per share.\nAs the services provided were in dispute, the shares and note payable have not been issued as of December 31, 2025. As of December 31,\n2025 and 2024, we have accrued $142,500 in accrued expense on the accompanying consolidated balance sheets.\n\n \n\nDuring\nOctober 2015, the Company signed an agreement with a consultant for consulting services for a year. In connection with the agreement,\n2,500,000 shares of the Company’s restricted common stock were granted and the Company was to make monthly cash payments of $3,000.\nAs of December 31, 2016, the Company recorded an equity compensation charge of $31,750, however, only 1,000,000 of the shares have been\nissued. As of December 31, 2025 and 2024, $19,150 has been recorded in accrued expense to account for the 1,500,000 shares of common\nstock that have not been issued.\n\n \n\nDuring\nSeptember 2022, the Company renewed its consulting agreement with an external consultant for a three-year term, providing for monthly\ncompensation of $10,000. In September 2025, the agreement was further renewed for an additional one-year term through September 2026.\nConsulting expenses totaled $120,000 for each of the years ended December 31, 2025 and 2024, and are included within selling, general\nand administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2025 and 2024, accrued consulting\nfees payable to this external consultant totaled $141,850 and $129,350, respectively, and are included in accrued expenses on the accompanying\nconsolidated balance sheets.\n\n \n\nOn\nJanuary 1, 2025, the Company entered into an Agent and Representation Agreement with an external consulting company pursuant to which\nthe agent will solicit prospective commercial and contract manufacturing clients on behalf of the Company. Under the agreement, the Company\nis obligated to pay referral commissions to the agent for clients introduced by the agent who purchase the Company’s products or\nservices. The agreement required an initial payment of $20,000 related to certain introduced clients, which was paid during the first\nquarter of 2025, and provides for additional commissions for the life of each referred client account, subject to the terms and conditions\nof the agreement. Consulting expenses of $30,000 were recorded during the year ended December 31, 2025, within selling, general and administrative\nexpenses in the accompanying consolidated statements of operations.\n\n \n\nOn\nMay 1, 2025, the Company entered into a consulting agreement for services. Pursuant to the agreement, the Company agreed to issue up\nto 300,000,000 shares of restricted common stock as compensation over an initial 12-month service period, including an initial issuance\nof 100,000,000 shares upon execution and monthly issuances of 20,000,000 shares beginning July 1, 2025. The initial 100,000,000 shares\nwere issued in May 2025 and were valued at $10,000. During the third and fourth quarter of 2025, the Company issued an additional 120,000,000\nshares under this arrangement, with an aggregate fair value of $20,000. For the year ended December 31, 2025, the Company recognized\nstock-based compensation expense of $26,667 related to this agreement, respectively. The remaining unrecognized compensation cost of\n$3,333 is expected to be recognized over the remaining service period (See Note 7 and Note 10).\n\n \n\n**Litigation**\n\n \n\nCSA\n8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150 \n\n \n\nOn\nOctober 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida\n(Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018,\nthe Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover,\nthe Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the\nterms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into\nthe subject amended promissory note. Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation,\nFL, however, the mediation was unsuccessful. Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several\nrelated entities. On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation\nwas resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly\npayments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of\nwritten notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts\nalready paid under the settlement. \n\n \n\nAs\nof December 31, 2025 and 2024, the Company had an outstanding principal balance of $20,000 and $91,156, respectively, and accrued interest\nof $0 and $84,671, respectively (see Note 6). Prior to the settlement, the total recorded liability was $178,526, consisting of $91,156\nin principal and $87,370 in accrued interest. The settlement resulted in a gain of $53,526, which was recognized during the second quarter\nof 2025. An initial payment of $35,000 was made in May 2025, with additional payments totaling $90,000 made during the period from June\n2025 through February 2026.\n\n \n\nF-27\n\n \n\n \n\nSecurities\nand Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus\n\n \n\nOn\nSeptember 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States\nDistrict Court for the Eastern District of New York (Case No. 2:18-cv-05459) against the Company, Mr. Deitsch, and Mr. McManus. The lawsuit\nalleges that, from July 2013 through June 2018, the Company and the other defendants’ defrauded investors by making materially\nfalse and misleading statements about the Company and violated anti-fraud and other securities laws.\n\n \n\nThe\nviolations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for\nwhich the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading\npress releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to\ndisclose the Company’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and\nMr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false\nstatements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company’s stock by offering to pay more for\nshares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings\nwith the SEC. The lawsuit seeks both injunctive and monetary relief.\n\n \n\nOn\nMay 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged\nthe same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case\nthat had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On March 31, 2020,\nthe Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a\nSecond Amended Complaint (the operative pleading) and the defendants have filed their answers which generally deny liability. At this\ntime, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted\nin its Second Amended Complaint. The defendants have opposed the SEC’s request to file such motion(s). The Court conducted a hearing\non February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’\nMotion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation,\nErik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’\nReply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial\nSummary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of\nLaw in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021.\n\n \n\nIn\nJuly 2024, a final judgment was issued, ordering the defendant to pay $520,940 in disgorgement, $59,295 in prejudgment interest, and\na $100,000 civil penalty. As of December 31, 2025 and 2024, the Company had accrued a total legal settlement amount of $680,235 (See\nNote 9).\n\n \n\nSettlement\nwith Marc Weller\n\n \n\nIn\nJanuary 2026, the Company entered into a settlement agreement with Marc Weller in connection with a dispute arising in the ordinary course\nof business (See Note 16). As part of the settlement, the outstanding notes, with an aggregate carrying value of approximately $175,000,\nwere cancelled and extinguished in exchange for (i) $20,000 in cash, payable in four monthly installments, and (ii) 60,000,000 shares\nof the Company’s common stock.\n\n \n\n**13.\nSEGMENT AND ENTITY-WIDE INFORMATION**\n\n \n\nSegment\nInformation\n\n \n\nThe\nCompany operates as a 1single reportable operating segment. Operating segments are identified based on the manner in which the Company’s\nChief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, reviews financial information\nfor purposes of allocating resources and assessing performance.\n\n \n\nThe\nCODM reviews financial results and manages the business on a consolidated basis, without differentiation by product line, geographic\nregion, or legal entity. Accordingly, the Company has determined that it has one operating and one reportable segment.\n\n \n\nThe\nmeasure of segment profit or loss used by the CODM is consolidated net loss, as reported in the consolidated statements of operations.\nThe significant expense categories included in the measure of segment profit or loss and regularly reviewed by the CODM include cost\nof goods sold, selling and marketing expenses, and general and administrative expenses.\n\n \n\nThe\naccounting policies of the reportable segment are the same as those described in the summary of significant accounting policies. The\nCompany has no intersegment revenues.\n\n \n\nFor\nthe year ended December 31, 2025, a customer accounted for approximately 33% of the Company’s net sales. For the year ended December\n31, 2024, the same customer accounted for approximately 37% of the Company’s net sales. These sales are included within the Company’s\nsingle reportable operating segment. The customer is a related party. See Note 14 – Related Party Transactions for additional information.\n\n \n\nFor the years ended December 31, 2025 and 2024, an unrelated third-party customer accounted for approximately 29%\nand 20%, respectively, of the Company’s net sales. These sales were also generated within the Company’s single reportable\noperating segment.\n\n \n\n**14.\nRELATED PARTY TRANSACTIONS**\n\n \n\nThe\nCompany acts as a product formulator and contract manufacturer for Avini Health (“Avini”). The Company’s former chief\nexecutive officer, who held that position through March 2024, is an owner of Avini and is its chief scientific officer. Following March\n2024, this individual assumed the role of Operations Manager of the Company. \n\n \n\nF-28\n\n \n\n \n\nDuring\nSeptember 2023, the sales and manufacturing structure between the Company and Avini was revised. Avini assumed responsibility for manufacturing\nits own products, and the Company transferred to Avini certain raw materials and packaging supplies related to amounts previously advanced\nby Avini. In connection with this transition, the Company relocated its operations to a Boca Raton facility leased by Avini. Under this\narrangement, the Company uses the facility rent-free, shares space and resources with Avini, and Avini pays all lease and office-related\nexpenses. Sales to Avini declined beginning in 2024 as Avini began to manufacture its own products. As a result, the Company benefited\nfrom reduced operating costs and continued access to manufacturing capabilities for its own Nutra Pharma–branded products.\n\n \n\nAs\nof December 31, 2024, the Company had recorded deferred revenue of $234,757, representing cash received from Avini in advance of performance\nunder prior contractual arrangements, and accounts receivable of $5,800 related to Avini product sales in December 2024. In connection\nwith Avini’s assumption of manufacturing responsibilities, the anticipated reduction in future revenue from Avini, and the restructuring\nof the parties’ commercial relationship, Avini agreed to forgive a total of $240,557. The Company accounted for the forgiveness\nas a capital contribution, and the amount was recorded as an increase to Additional Paid-In Capital during 2024.\n\n \n\nAs\nof December 31, 2025 and 2024, the Company recorded accounts receivable from related party of $24,385 and $5,800, respectively, related\nto Avini product sales. \n\n \n\nDuring\n2025, Avini purchased certain raw materials on behalf of the Company for use in the manufacture of private label products. These purchases\ntotaled $37,416 during 2025, and have been reimbursed to Avini in full as of December 31, 2025. \n\n \n\nDuring\nthe first quarter of 2024, the Company reclassified a portion of previously issued convertible debts for a total of $253,000 to due to\nofficers upon the appointment of Michael Flax as the Chief Executive Officer of the Company.\n\n \n\nDuring\n2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine\nmonths to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding.\nWe are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid the principal balance in full as\nof December 31, 2016. The Company paid $65,000 of accrued interest during 2021 and 2022, including $10,000 settled through the issuance\nof 12,500,000 shares of common stock in a related-party transaction in 2021, and paid an additional $10,000 of accrued interest during\nthe 2025. At December 31, 2025 and 2024, we owed this director accrued interest of $202,831 and $189,961, respectively.\n\n \n\nAs\nof December 31, 2025 and 2024, we had the following related party balances:\n\n SCHEDULE OF RELATED PARTY BALANCES \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nAccount receivable – related party, net \n$24,385  \n$5,800 \n\nDue to officers (See Note 5) \n 1,592,794  \n 1,239,264 \n\nAccrued payroll due to officers \n 1,854,802  \n 1,641,554 \n\nAccrued interest to a related party \n 202,831  \n 189,961 \n\nAdditional paid in capital – related party debt forgiveness \n -  \n 240,557 \n\n \n\nFor\nthe years ended December 31, 2025 and 2024, we had the following related party transactions:\n\n SCHEDULE OF RELATED PARTY TRANSACTIONS \n\n  \n\n**December 31,**\n\n**2025**\n  \n\n**December 31,**\n\n**2024**\n \n\nNet sales to a related party \n$127,695  \n$145,841 \n\nRaw materials purchased from a related party \n 37,416  \n - \n\nOther income \n 5,000  \n - \n\nInterest expense to a related party \n 22,870  \n 21,237 \n\n \n\nThe\n$5,000 recognized during the second quarter of 2025 relates to amounts received from a related party for the shared use of equipment.\n\n \n\nThese\ntransactions were not conducted at arm’s length and therefore may not reflect the terms that would have been agreed to with an\nunrelated third party.\n\n \n\n**15.\nRESEARCH SERVICES AGREEMENT WITH STEMSATION** \n\n \n\nOn\nJuly 1, 2024, the Company entered into a one-year Research Services Agreement with StemSation to provide research and development services\nrelated to certain StemSation technologies. Under the agreement, the Company was entitled to receive $200,000 for services, payable upon\nexecution and as requested. Revenue was recognized ratably at $50,000 per quarter over the original contractual term. The agreement was\nterminated effective March 31, 2025. The Company recognized $50,000 and $100,000 of other income for the years ended December 31, 2025\nand 2024, respectively. These amounts are included in the accompanying consolidated statements of operations.\n\n** **\n\n**16.\nSUBSEQUENT EVENTS**\n\n** **\n\nConvertible\nNotes Receivable\n\n \n\nThe convertible notes receivable from Stemsation, totaling $30,500, matured\nin May 2025 and was in default as of the report date.\n\n \n\nCommon Stock Issued for Services\n\n \n\n** **On January 1, 2026, the Company entered into a consulting agreement for\nservices. Pursuant to the agreement, the Company agreed to issue 30,000,000 shares of restricted common stock as compensation for a 12-month\nservice period. The shares were valued at $3,000. As of the date of this report, the shares have not been issued by the transfer agent\nand were recorded as common stock to be issued.\n\n \n\nConvertible\nPromissory Notes\n\n \n\nDuring\nJanuary to March 2026, we issued convertible promissory notes to unrelated third parties for a total of $281,750 with original issuance\ndiscount of $36,750. The Noteholders have the right to convert the notes into shares of Common Stock at fixed conversion price ranging\nfrom $0.0005 to $0.0008 per share. The notes are due one year from the execution and funding of the notes. In connection with the issuance\nof $98,000 of these notes, we paid 10% of the proceeds to a third party, which has been recorded as a debt discount. Both the original\nissue discount and the issuance-related costs are being amortized over the term of each tranche.\n\n \n\nF-29\n\n \n\n \n\nPromissory\nNotes\n\n \n\nIn\nMarch 2026, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement,\nthe buyer purchased $110,500 of the Company’s future receivables in exchange for total proceeds of $83,250, on a non-recourse basis.\nThe Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $110,500\nis collected. In connection with this transaction, the Company recorded a total debt discount of $27,250 related to loan origination\nfees and issuance costs, which is being amortized over the term of the agreement.\n\n \n\nRestatements\nof One Convertible Promissory Note\n\n \n\nIn\nFebruary 2026, a convertible promissory note of $264,500 was further restated to extend its maturity date to February 2027, with the\nprincipal balance of $264,500 subject to an additional 15% OID, while maintaining the same fixed conversion price of $0.0008. The note\ncontinues to be secured by a personal guarantee.\n\n \n\nDebt\nSettlement and Stock Issuance\n\n \n\nIn\nJanuary 2026, the Company entered into a settlement agreement with the holder of certain promissory notes originally issued in 2021 and\n2022. As of the settlement date, the aggregate carrying value of the outstanding debt was approximately $175,000, which included an original\nissuance discount of $25,000. Pursuant to the settlement, all outstanding notes were cancelled and extinguished. In exchange, the Company\nagreed to (i) pay $20,000 in cash, payable in four monthly installments of $5,000, and (ii) issue 60,000,000 shares of the Company’s\ncommon stock. The Company made the first three installment payments totaling $15,000 in the first quarter of 2026, and the final $5,000\nwas paid in April 2026. The common shares issued in connection with the settlement were valued based on the Company’s trading price\nof $0.0002 per share, resulting in an aggregate fair value of approximately $12,000. We will recognize a gain on debt settlement equal\nto the excess of the carrying amount of the debt over the fair value of the consideration transferred upon completion of the final installment\npayment.\n\n \n\nF-30"}