{"url_path":"/sec/ehvvf/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS.**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1653606/0001493152-26-023957-index.html","accession_number":"0001493152-26-023957","cik":"0001653606","ticker":"EHVVF","issuer_name":"Ehave, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1653606/0001493152-26-023957-index.html","primary_entity_key":"0001653606","primary_entity_name":"Ehave, Inc."},"word_count":8729,"has_tables":true,"body_markdown":"**ITEM\n19. EXHIBITS.**\n\nThe\nfollowing exhibits are filed as part of this annual report:\n\n**Exhibit**\n\n**Number**\n\n \n**Description**\n\n \n \n \n\n1.1\n \n[Articles\nof Incorporation (1)](https://www.sec.gov/Archives/edgar/data/1653606/000147793215007078/ontario_ex31.htm)\n\n1.2\n \n[Articles\nof Amendment to the Articles of Incorporation dated November 30, 2011 (2)](https://www.sec.gov/Archives/edgar/data/1653606/000147793215007078/ontario_ex32.htm)\n\n1.3\n \n[Articles\nof Amendment to the Articles of Incorporation dated May=13, 2015 (3)](https://www.sec.gov/Archives/edgar/data/1653606/000147793215007078/ontario_ex33.htm)\n\n1.4\n \n[Articles\nof Amendment to the Articles of Incorporation dated June 26, 2015 (4)](https://www.sec.gov/Archives/edgar/data/1653606/000147793215007078/ontario_ex34.htm)\n\n1.5\n \n[Articles\nof Amendment to the Articles of Incorporation dated November 4, 2015 (5)](https://www.sec.gov/Archives/edgar/data/1653606/000147793215007078/ontario_ex36.htm)\n\n1.6\n \n[Articles\nof Amendment to the Articles of Incorporation dated May=28, 2019 (5A)](https://www.sec.gov/Archives/edgar/data/1653606/000161577419008417/s118545_ex3-1.htm)\n\n1.7\n \n[Bylaws\nNo. 2 (6)](https://www.sec.gov/Archives/edgar/data/1653606/000114420417001913/v456668_ex3-5.htm)\n\n4.6\n \n[License\nAgreement, dated April 24, 2015, between the Company=and The Governing Counsel of the University=of Toronto (12)](https://www.sec.gov/Archives/edgar/data/1653606/000147793215007078/ontario_ex109.htm)\n\n4.13\n \n[Master\nServices Agreement, dated December 8, 2015 with Blog Inc LLC (dba Cress & Company) (19)](https://www.sec.gov/Archives/edgar/data/1653606/000147793216009011/ehave_ex1027.htm)\n\n4.23\n \n[Amendment\nto API Integration & Distribution Agreement, dated as of May=4, 2017, between the Company=and MHS (29)](https://www.sec.gov/Archives/edgar/data/1653606/000114420418034118/tv494186_ex4-23.htm)\n\n4.64\n \n[Executive\nConsulting Agreement dated June 24, 2019 between the Company=and Ben Kaplan (70)](https://www.sec.gov/Archives/edgar/data/1653606/000149315219010921/ex10-1.htm)\n\n4.65\n \n[2020\nEhave Equity=Incentive Plan (71)](https://www.sec.gov/Archives/edgar/data/1653606/000149315220016394/ex4-1.htm)\n\n12.1*\n \n[Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley=Act of 2002](ex12-1.htm)\n\n12.2*\n \n[Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley=Act of 2002](ex12-2.htm)\n\n13.1*\n \n[Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley=Act of 2002](ex13-1.htm)\n\n13.2*\n \n[Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley=Act of 2002](ex13-2.htm)\n\n101.INS+\n \nXBRL\nInstance File\n\n101.SCH+\n \nXBRL\nTaxonomy Extension Schema Document\n\n101.CAL+\n \nXBRL\nTaxonomy Extension Calculation Linkbase Document\n\n101.DEF+\n \nXBRL\nTaxonomy Extension Definition Linkbase Document\n\n101.LAB+\n \nXBRL\nTaxonomy Extension Label Linkbase Document\n\n101.PRE+\n \nXBRL\nTaxonomy Presentation Linkbase Document\n\n \n\n*Filed\nherewith\n\n+\nTo be filed by amendment\n\n \n\n(1)\nIncorporated\nby reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.\n\n(2)\nIncorporated\nby reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.\n\n(3)\nIncorporated\nby reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.\n\n(4)\nIncorporated\nby reference to Exhibit 3.4 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.\n\n(5)\nIncorporated\nby reference to Exhibit 3.6 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.\n\n(5A)\nIncorporated\nby reference to Exhibit 3.1 to the Company’s Report on Form 6-k filed with the SEC on May 24, 2019\n\n(6)\nIncorporated\nby reference to Exhibit 3.5 to the Form 6-K filed with the SEC on January 12, 2017.\n\n(12)\nIncorporated\nby reference to Exhibit 10.9 to the Company’s Registration Statement on Form F-1/A filed with the SEC on November 16, 2015.\n\n(19)\nIncorporated\nby reference to Exhibit 10.27 to the Company’s Registration Statement on Form F-1/A filed with the SEC on March 11, 2016.\n\n(29)\nIncorporated\nby reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F filed with the SEC on August 16, 2018.\n\n(70)\nIncorporated\nby reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on July 22, 2019\n\n(71)\nIncorporated\nby reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on August 20, 2020.\n\n \n\n53\n\n**SIGNATURES**\n\nThe\nregistrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized\nthe undersigned to sign this annual report on its behalf.\n\nDate:\nMay 15, 2026\n\n**EHAVE,\nINC.**\n\n*/s/\nBen Kaplan*\n\nBen\nKaplan\n\nChief\nExecutive Officer\n\n54\n\n**INDEX\nTO**\n\n**CONSOLIDATED\nFINANCIAL STATEMENTS**\n\nPage\n\n**Financial\nStatements**\n\n[Report of Independent Registered Accounting Firm](#f_001) PCAOB ID NO: 5525\nF\n– 1\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#f_002)\nF\n– 2\n\n[Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2025 and 2024](#f_003)\nF\n– 3\n\n[Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024](#f_004)\nF\n– 4\n\n[Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024](#f_005)\nF\n– 5\n\n[Notes to the Consolidated Financial Statements](#f_006)\nF\n– 6\n\n55\n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\nTo\nthe Board of Directors and Stockholders of Ehave, Inc.\n\n**Opinion\non the Financial Statements**\n\nWe\nhave audited the accompanying consolidated balance sheets of Ehave, Inc. (“the Company”) as of December 31, 2025 and 2024,\nand the related consolidated statements of operations and other comprehensive loss, changes in stockholders’ deficit, and cash\nflows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial\nstatements). In our opinion, the 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**Going\nConcern**\n\nThe\naccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note\n2 to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors,\namong others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard\nto these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome\nof this uncertainty.\n\n**Basis\nfor Opinion**\n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits\nprovide a reasonable basis for our opinion.\n\n**Critical\nAudit Matters**\n\n** **\n\nCritical\naudit matters are matters arising from the current period audit of the financial statements that were communicated or required to be\ncommunicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and\n(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.\n\nFruci\n& Associates II, PLLC – PCAOB ID #05525\n\nWe\nhave served as the Company’s auditor since 2023.\n\nSpokane,\nWashington\n\nMay\n15, 2026\n\nF-1\n\n**EHAVE,\nINC.**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n**(Expressed\nin U.S. Dollars)**\n\n2025\n2024\n\nAs\nof December 31,\n\n2025\n2024\n\nASSETS\n\nCURRENT ASSETS:\n\nCash\n$791,432\n$833,125\n\nPrepaid\nexpenses\n14,167\n-\n\nTotal current assets\n805,599\n833,125\n\nIntangible\nassets, net\n2,896,172\n1,271,898\n\nTOTAL\nASSETS\n$3,701,771\n$2,105,023\n\nLIABILITIES AND STOCKHOLDERS’\nDEFICIT\n\nCURRENT LIABILITIES:\n\nAccounts payable and accrued\nexpenses\n$5,771,101\n$5,073,241\n\nAccrued expenses - related\nparty\n807,000\n864,000\n\nCurrent portion of convertible\nnotes - related party\n120,689\n224,020\n\nCurrent portion of convertible\nnotes, net\n1,754,064\n1,790,597\n\nShares\nto be issued\n4,695,600\n2,039,600\n\nTotal current liabilities\n13,148,454\n9,991,458\n\nLong-term\nportion of convertible notes, net of debt discount\n-\n-\n\nTOTAL\nLIABILITIES\n13,148,454\n9,991,458\n\nCOMMITMENTS AND CONTINGENCIES\n(NOTE 6)\n-\n-\n\nSTOCKHOLDERS’ DEFICIT:\n\nCommon Stock, no par value,\nunlimited shares authorized, 1,482,014,555 and 359,571,047 shares issued and outstanding as of December 31, 2025 and 2024\n30,315,968\n29,742,533\n\nEquity payable\n3,157,789\n3,157,789\n\nAccumulated deficit\n(40,767,900)\n(38,292,380)\n\nAccumulated\nother comprehensive income\n168,598\n196,089\n\nTOTAL EHAVE, INC. STOCKHOLDERS’\nDEFICIT\n(7,125,545)\n(5,195,969)\n\nNon-controlling\ninterest\n(2,321,138)\n(2,690,466)\n\nTOTAL\nSTOCKHOLDERS’ DEFICIT\n(9,446,683)\n(7,886,435)\n\nTOTAL\nLIABILITIES AND STOCKHOLDERS’ DEFICIT\n$3,701,771\n$2,105,023\n\n** **\n\n*The\naccompanying notes are an integral part of these consolidated financial statements*\n\nF-2\n\n**EHAVE,\nINC.**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS**\n\n**(Expressed\nin U.S. Dollars)**\n\n2025\n2024\n\nFor\nthe Years Ended December 31,\n\n2025\n2024\n\nRevenue\n$2,183\n-\n\nOperating expenses\n\nGeneral and administrative\n$1,579,137\n$1,469,044\n\nAmortization expense\n1,175,726\n667,883\n\nConsulting\nfees\n543,253\n366,929\n\nTotal\noperating expenses\n3,298,116\n2,503,856\n\nOPERATING\nLOSS\n(3,295,993)\n(2,503,856)\n\nOther income (expenses)\n\nInterest expense\n(416,018)\n(414,673)\n\nInterest expense –\nrelated party\n(44,528)\n-\n\nOther\nincome\n-\n169,655\n\nTotal other expense\n(460,546)\n(245,018)\n\nNET\nLOSS BEFORE PROVISION FOR INCOME TAXES\n(3,756,479)\n(2,748,874)\n\nProvision for income taxes\n-\n-\n\nNet\nloss\n(3,756,479)\n(2,748,874)\n\nLess:\nloss attributable to the noncontrolling interest\n1,280,959\n630,262\n\nNet\nloss attributable to Ehave, Inc. stockholders\n$(2,475,520)\n$(2,118,612)\n\nOther comprehensive loss\n\nForeign exchange translation\nadjustment\n27,491\n48,886)\n\nTotal other comprehensive\nloss\n27,491\n48,886)\n\nComprehensive\nloss\n$(3,728,988)\n$(2,699,988)\n\nNET LOSS PER SHARE ATTRIBUTABLE\nTO EHAVE, INC. STOCKHOLDERS\n\nBasic\nand diluted\n$(0.002)\n$(0.006)\n\nWEIGHTED AVERAGE SHARES OUTSTANDING:\n\nBasic\nand diluted\n1,316,810,694\n359,571,047\n\n** **\n\n*The\naccompanying notes are an integral part of these consolidated financial statements*\n\nF-3\n\n**EHAVE,\nINC.**\n\n**CONSOLIDATED\nSTATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT**\n\n**(Expressed\nin U.S. Dollars)**\n\nShares\nAmount\nPayable\n(Deficit)\nIncome\nEquity\nInterest\nEquity\n\n** **** **\n**Common\nStock**** **** **\n**Equity**** **** **\n**Accumulated**** **** **\n\n**Accumulated**\n\n**Other**\n\n**Comprehensive**\n** **** **\n\n**Total**\n\n**Ehave,\nInc.**\n** **** **\n\n**Non-**\n\n**Controlling**\n** **** **\n**Total**** **\n\nShares\nAmount\nPayable\n(Deficit)\nIncome\nEquity\nInterest\nEquity\n\nBalance, December 31, 2023\n359,571,047\n$29,742,533\n$3,157,789\n$(36,173,768)\n$147,203\n$(3,126,243)\n$(2,542,021)\n$(5,668,264)\n\nAibotics common stock issued\nin settlement of accounts payable and accrued expenses\n-\n-\n-\n-\n-\n-\n477,417\n477,417\n\nIssuance of Preferred Series\nB\n-\n-\n-\n-\n-\n-\n4,400\n4,400\n\nForeign exchange translation\n-\n-\n-\n-\n48,886\n48,886\n-\n48,886\n\nNet\nloss\n-\n-\n-\n(2,118,612)\n-\n(2,118,612)\n(630,262)\n(2,748,874)\n\nBalance, December 31, 2024\n359,571,047\n$29,742,533\n$3,157,789\n$(38,292,380)\n$196,089\n$(5,195,969)\n$(2,690,466)\n$(7,886,435)\n\nCommon stock issued in\nsettlement of accounts payable and accrued expenses\n1,000,000,000\n250,000\n-\n-\n-\n250,000\n-\n250,000\n\nIssuance of common stock\nupon conversion of convertible notes payable and accrued interest\n22,443,508\n223,435\n-\n-\n-\n223,435\n-\n223,435\n\nIssuance of common stock\nfor intangibles\n100,000,000\n100,000\n-\n-\n-\n100,000\n-\n100,000\n\nCommon stock issued to\nsettle accounts payable and accrued expenses\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n363,166\n363,166\n\nCommon stock issued to\nsettle accrued expenses - related party\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n225,000\n225,000\n\nIssuance of common stock\nfor cash\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n\n50,000\n50,000\n\nCommon stock issued for\ncash and settlement of accrued interest, net of issuance costs\n\n-\n\n-\n\n-\n\n-\n\n-\n\n-\n1,012,121\n1,012,121\n\nForeign exchange translation\n\n-\n\n-\n\n-\n\n-\n\n(27,491)\n(27,491)\n\n(27,491)\n\nNet\nloss\n-\n-\n-\n(2,475,520)\n-\n(2,475,520)\n(1,280,959)\n(3,756,479)\n\nBalance, December 31, 2025\n1,482,014,555\n$30,515,968\n$3,157,789\n$(40,767,900)\n$168,598\n$(7,125,545)\n$(2,321,138)\n$(9,446,683)\n\n*The\naccompanying notes are an integral part of these consolidated financial statements*\n\nF-4\n\n**EHAVE,\nINC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n**(Expressed\nin U.S. Dollars)**\n\n2025\n2024\n\nFor\nthe Years Ended December 31,\n\n2025\n2024\n\nCASH FLOWS FROM OPERATING\nACTIVITIES:\n\nNet loss from\noperations\n$(3,756,479)\n$(2,748,874)\n\nAdjustments to reconcile\nnet loss to net cash used in operating activities:\n\nDepreciation expense\n-\n498\n\nAmortization expense\n1,175,726\n667,883\n\nGain recognized on common\nstock issued to settle liability\n-\n79,591\n\nLoss recognized on Aibotics\ncommon stock issued to settle liability\n91,428\n-\n\nAmortization of debt discount\n16,973\n9,350\n\nChanges in operating assets\nand liabilities:\n\nPrepaid expense\n35,833\n-\n\nAccounts payable and accrued\nexpenses\n2,004,497\n1,455,145\n\nAccrued\nexpenses - related party\n168,000\n288,000\n\nNET\nCASH USED IN OPERATING ACTIVITIES\n(264,202)\n(248,407)\n\nCASH FLOWS FROM FINANCING\nACTIVITIES\n\nProceeds from convertible\nnote payable\n300,000\n-\n\nRepayments\nof convertible note payable\n(50,000\n-\n\nNET\nCASH PROVIDED BY FINANCING ACTIVITIES\n250,000\n-\n\nEffect of exchange rate on cash\n(27,491)\n48,886\n\nNet decrease in cash\n(41,693)\n(199,521)\n\nCash,\nbeginning of year\n833,125\n1,032,646\n\nCash,\nend of year\n$791,432\n$833,125\n\nNON-CASH INVESTING AND FINANCING\nACTIVITIES\n\nCommon stock issued in settlement of settle\naccounts payable and accrued expenses\n$250,000\n$477,417\n\nIssuance of common stock upon conversion of\nconvertible notes payable and accrued interest\n223,435\n-\n\nIssuance of common stock for intangible assets\n2,800,000\n-\n\nCommon stock issued to settle accounts payable\nand accrued expenses\n363,166\n-\n\nCommon stock issued to settle accrued expenses\n– related party\n225,000\n-\n\nIssuance of common stock in exchange for consulting\nservices\n50,000\n-\n\nCommon stock issued for cash and settlement\nof accrued interest, net of issuance costs\n968,121\n-\n\nShares to be issued\n$44,000\n$-\n\nSUPPLEMENTAL CASH FLOW INFORMATION:\n\nCash paid for interest\n$-\n$-\n\nCash paid for income taxes\n$-\n$-\n\n*The\naccompanying notes are an integral part of these consolidated financial statements*\n\nF-5\n\n**EHAVE,\nINC.**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**(Expressed\nin U.S. Dollars)**\n\n**1.\nORGANZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n** **\n\n**Organization\nand General Description of Business**\n\n** **\n\nEHAVE,\nInc. (formerly known as “Behavioral Neurological Applications and Solutions or 2304101 Ontario Inc.”) (“We” or\n“the Company”), was incorporated under the laws of the Province of Ontario, Canada on October 31, 2011.\n\nKetaDash\nInc. (Ketadash), a wholly owned subsidiary of Ehave, Inc. (Ehave), provides a platform for medical practitioners to administer healthcare\nservices to patients at home. In order to facilitate the launch of Ketadash, Ehave acquired 100% of Rejuv IV inc. (Rejuv IV) through\na stock purchase agreement on January 8, 2021.\n\nEhave\nthen consolidated Rejuv IV into its Ketadash brand. KetaDash addresses the needs of patients currently suffering from mental illnesses\nsuch as depressive disorder, bipolar disorder and post-traumatic stress disorder. KetaDash improves brain wellness and cognitive function\nwith psychedelic medicine administered by a registered nurse in the comfort of your own home with Ketadash’s mobile wellness therapies.\nKetadash provides Ketamine treatments, as well as IV infusions with fluids, essential vitamins, minerals, and electrolytes to enhance\nthe health and wellness of its patients. In addition to Ketamine treatments, Ketadash generates revenue by offering its clients and patients\nIV Drip Detox and Hangover Cures, IV Vitamin Therapy for pain management, Hydration Therapy for Health & Wellness, and IV Therapy\nfor athletic advantage and fitness recovery. Ketadash uses certified nurses, who are always prompt and will arrive on time to administer\na patient’s IV drip of choice in the comfort of their home. Ketadash’s products and services have been made public through\ntheir website https://ketadash.com/.\n\nThe\nCompany is a healthcare company developing a health data platform that integrates with proprietary and third-party assessment and therapeutic\ndigital applications. Our product focus is based on two tiers of activities: (1) MegaTeam and Ninja Reflex, our rehabilitation software\nthat is engaging for the patient, (2) adaptation of third-party clinically validated digital assessment and rehabilitation software for\nenhanced patient engagement and data modeling. We intend to provide technology solutions to clinicians, patients, researchers, pharmaceutical\ncompanies and payors.\n\nAibotic’s\nsponsors research and development of the use of psychedelics for the treatment of mental health issues utilizing the technology developed\nby Ehave.\n\n**Basis\nof Presentation and principles of consolidation**\n\nThese\nfinancial statements and related notes are presented in accordance with accounting principles generally accepted in the United States\nand are expressed in U.S. dollars. The Company’s functional currency is Canadian dollars. The Company’s fiscal year-end is\nDecember 31. The consolidated financial statements include the amounts of the Company and its subsidiary, Aibotics, Inc. (“Aibotics”)\nof which the Company has a 65.90% controlling ownership interest. All inter-company accounts and transaction have been eliminated in\nconsolidation.\n\n**Foreign\nCurrency Translation**\n\nThe\nfunctional currency of the Company’s foreign operations is generally the local currency of the country in which the operation is\nlocated. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Expenses\nare translated using average exchange rates during the period. The result from currency translation is reflected in stockholders’\ndeficit as a component of accumulated other comprehensive income.\n\n**Foreign\nCurrency Risk**\n\nThe\nCompany is exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar. The Company’s\ncontinued financing activities are primarily in United States dollars while the Company’s expenditures are in Canadian dollars.\nShould the exchange rate between the Canadian dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints.\n\n**Segment\nReporting**\n\nThe\nCompany adopted ASU 2023-07, *Segment Reporting* (Topic 280) - Improvements to Reportable Segment Disclosures. The Company operates\nin one operating segment, and therefore one reportable segment, focused on developing and commercializing AI technology platform solutions.\nThe Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM manages the Company’s\nbusiness activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net\nloss to allocate resources and assess performance. The measure of segment assets is reported on the consolidated balance sheet as total\nconsolidated assets.\n\n**Cash\nand cash equivalents**\n\nThe\nCompany considers all highly liquid investment securities with an original maturity of three months or less to be cash equivalents. Due\nto the short-term maturity of such investments, the carrying amounts are a reasonable estimate of fair value. Cash and cash equivalents\ninclude cash on-hand and highly-rated U.S. government backed money market fund investments.\n\nF-6\n\n**Software\nProducts and Research and Development**\n\nSoftware\ndevelopment costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements\nto existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility\nof new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through\nbusiness acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line\nmethod. For the years ended December 31, 2025 and 2024, the Company recorded $10,500 and $17,784, respectively, as general and administrative\nexpense for software development costs.\n\n**Advertising\nCosts**\n\nThe\nCompany expenses advertising costs as incurred. Advertising expense totaled $2,450 and $0 for the years ended December 31, 2025 and 2024,\nrespectively.\n\n**Property\nand Equipment**\n\nProperty\nand equipment is recorded at cost, less accumulated depreciation. Depreciation of property and equipment is determined using the straight-line\nmethod of the estimated useful lives of the related assets. Expenditures for repairs and maintenance are charged to expense as incurred,\nand expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets.\nDuring the year ended December 31, 2025 and 2024, the Company had no impairment on fixed assets.\n\nThe\nassets’ estimated lives used in computing depreciation for property, plant and equipment are as follows:\n\nSCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY\nAND EQUIPMENT\n\nMedical\nequipment\n5\nyears\n\nAs\nof December 31, 2025 and 2024, property and equipment consisted of the following:\n\nSCHEDULE\nOF PROPERTY AND EQUIPMENT\n\n2025\n2024\n\nDecember\n31,\n\n2025\n2024\n\nMedical equipment\n$2,995\n$2,995\n\nTotal\n2,995\n2,995\n\nLess, accumulated depreciation\n(2,995)\n(2,995)\n\nEquipment, net\n$-\n$-\n\nDuring\nthe years ending December 31, 2025 and 2024, the Company recorded depreciation expense of approximately $0 and $498, respectively.\n\n**Impairment\nof Long-lived Assets**\n\nManagement\nreviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying\namounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset\nare compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference\nbetween the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates\nfor the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s\nestimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use\nin their estimates of fair value. There were no impairments of long-lived assets recognized during the years ended December 31, 2025\nand 2024.\n\n**Leases**\n\nThe\nCompany reviews all arrangements for potential leases in accordance with ASC 842, and at inception, determines whether a lease is an\noperating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments\nover the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are\nclassified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably\ncertain to be exercised. Historically, the Company reimbursed its CEO, Ben Kaplan, for leased office space in the amount of $4,000 per\nmonth. However, the lease was no longer active during the year ended December 31, 2025. For the year ending December 31, 2025 and 2024,\nrent expense was $0 and $48,000. Other than the Company’s reimbursement of its CEO for rent on a month-to-month basis, the Company\nhas not entered into any lease agreements.\n\n**Income\nTaxes**\n\nIncome\ntax expense is based on income before income taxes and is accounted for under the asset and liability method. Deferred tax assets and\nliabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts\nof existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets\nand liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences\nare expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in\nincome in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a deferred\ntax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than\nnot of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.\nChanges in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required\nin assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates\nmade could have a material impact on the operating results. To the extent that new information becomes available which causes the Company\nto change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense\nin the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in\nincome tax expense.\n\nF-7\n\n**Net\nLoss per Common Share, basic**\n\nThe\nCompany has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”)\nspecifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per\nshare includes no dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding\nfor the period. Diluted earnings (loss) per share reflects the potential dilution of securities that could share in the earnings or losses\nof the entity. For the year ended December 31, 2025, the Company had outstanding warrants to purchase 28,770,478 common shares and 81,628,267\ncommon shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their inclusion would\nhave been antidilutive. For the year ended December 31, 2024, the Company had outstanding warrants to purchase 28,770,478 common shares\nand 142,928,343 common shares issuable upon the conversion of debt excluded from weighted average diluted common shares because their\ninclusion would have been antidilutive.\n\n**Recent\nAccounting Pronouncements**\n\nDuring\nthe periods ended December 31, 2025 and 2024 there were several new accounting pronouncements issued by the Financial Accounting Standards\nBoard (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the\nadoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.\n\nIn\nNovember 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU\n2023-07”). ASU 2023-07 requires a public entity to disclose significant segment expenses and other segment items on an annual and\ninterim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently\nrequired annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker\n(“CODM”). ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies\nthe quantitative thresholds to determine its reportable segments. The Company adopted this guidance on a retrospective basis as of January\n1, 2025 and the adoption of this guidance had no material impact on the consolidated financial statements.\n\nIn\nDecember 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which expands the\ndisclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption\npermitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The adoption of ASU 2023-09\ndid not have a material impact on the Company’s related disclosures.\n\n**2.\nGOING CONCERN**\n\nThe\naccompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States,\nwhich contemplate the continuation of the Company as a going concern.\n\nThrough\nDecember 31, 2025, the Company has incurred an accumulated deficit of $40,767,900, primarily as a result of expenses incurred through\na combination of development and commercialization activities related to our products and general and administrative expenses supporting\nthose activities, as well as an operating loss of $3,295,932 for the year ended December 31, 2025. Our total cash balance as of December\n31, 2025 was $791,432. At December 31, 2025, we had a working capital deficit of $12,342,855. We anticipate that we will continue to\nincur losses and negative cash flows from operations, and that such losses will increase over the next several years. As a result of\nthese expected losses and negative cash flows from operations, along with our current cash position, we may not have sufficient resources\nto fund operations for one year from the date we issued these financial statements. Therefore, there is substantial doubt about our ability\nto continue as a going concern.\n\n**3.\nFAIR VALUE MEASUREMENT**\n\nASC\nTopic 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that\nprioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted\nprices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level\n3 measurements). Other current assets, accounts payable and accrued expenses, and convertible notes are all stated at book value due\nto the term and nature of such items. The three levels of the fair value hierarchy under ASC 820 are described below:\n\nLevel\n1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or\nliabilities;\n\nLevel\n2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted\nprices, and inputs that are not directly observable but are corroborated by observable market data;\n\nLevel\n3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.\n\nThere\nwere no changes in the fair value hierarchy leveling during the years ended December 31, 2025 and 2024.\n\nF-8\n\n**4.\nRELATED PARTY TRANSACTIONS**\n\nNotes\nPayable – Related Parties\n\nOn\nJanuary 30, 2024, the Company signed an agreement with a major shareholder for a $165,000 note payable. The note accrues interest at\na rate of 1.75% compounded annually and has a maturity date of January 30, 2025 (Note 6 – Promissory and Convertible Notes). The\nnote had interest expense of $2,880 and $2,658 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025,\nthe Company had recorded accrued interest of $4,090 related to the note within accrued interest on the Consolidated Balance Sheet.\n\nConsulting\nAgreement with the CEO\n\nOn\nJanuary 1, 2021, the Company entered into an Executive Consulting Agreement, which superseded the previous consulting agreement, with\nBenjamin Kaplan to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2025, and 2024, the Company\nhas recorded $1,575,948 and $1,417,548, respectively, as accrued expense in relation to the Executive Consulting Agreement. As of December\n31, 2025 and 2024, the Company has accrued balance of $3,157,789 as equity payable in relation to the Executive Consulting Agreement.\nDuring the years ending December 31, 2025, and 2024, the Company has recorded $408,400 and $408,400 as general and administrative expenses\nin relation to the executive consulting agreement. During the year ending December 31, 2025, the Company issued 1,000,000,000 shares\nof common stock to settle $250,000 of the balance owed to the CEO in relation to the Executive Consulting Agreement. The Company did\nnot make any cash payments to the CEO for Executive Consulting Agreement during the years ended December 31, 2025 and 2024.\n\nOn\nJune 24, 2019, the Company entered into an Executive Consulting Agreement (Agreement) with Benjamin Kaplan (BK) to serve as the Company’s\nCEO for an initial term of 24 months. In addition to the monthly consulting fee, the Agreement provides for a one month ‘termination\nfee’ if the Agreement is terminated without cause.\n\nOn\nJune 29, 2019, the Company and BK amended the Agreement as follows:\n\nBK\nwas granted a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common\nshares, on a fully diluted basis. The Warrant was issued on April 16, 2020, has an exercise price of $0.01 USD per share and expired\non April 16, 2022.\n\nDuring\nthe year ended December 31, 2020, the Company issued 3,358,498 vested warrants to Ben Kaplan, the Company’s CEO, in accordance\nwith his employment agreement valued at $720,695 (see Note 7).\n\nUpon\nthe closing of a Significant Transaction (defined as the closing of financing for at least $500,000 or the closing of an acquisition\nwith a valuation (determined by the value of the consideration paid by the Company) of not less than $1,000,000 USD), BK would be granted\na number of shares equal to 5% of the issued and outstanding common shares, on a fully diluted basis including such shares to be issued\nor that could be issued pursuant to the transaction on the closing date of such Significant Transaction. This stock grant can be earned\nby BK for each Significant Transaction closed during the term of the Agreement.\n\nOn\nJanuary 1, 2021, the Company entered into a new consulting agreement with the CEO for a term of 36 months and will automatically renew\nfor an additional 12 months. Compensation under the January 1, 2021 agreement is as follows:\n\n*Annual\nSalary Compensation*\n\nThe\nCompany shall pay the CEO a fee of $24,000 per month as annual salary compensation. During the years ended December 31, 2025 and 2024,\nthe Company recorded $288,000 as general and administrative expense for the CEO fee.\n\n*Bonus*\n\nThe\nCompany will pay the CEO a bonus in restricted stock or restricted stock units based on the following EBITDA milestones. For the year\nending December 31, 2025, no EBITDA milestones were met and no amounts have been recorded for the bonus milestones.\n\nSCHEDULE\nOF BONUS AND MILESTONES\n\nBonus\n(Canadian Dollars)\n\nEBITDA Milestones\n\n(Canadian Dollars)\n\n$100,000\n1st\n$1,000,000\n\n$100,000\n2nd\n$1,000,000\n\n$100,000\n3rd\n$1,000,000\n\n$100,000\n4th\n$1,000,000\n\n$100,000\n5th\n$1,000,000\n\nF-9\n\nThe\nCompany will pay the CEO a bonus in restricted stock or restricted stock units based on the following Market Capitalization by maintaining\nthe below market cap for a period of 22 consecutive trading days:\n\nBonus\n(Shares)\n\nMarket Capitalization\n\nMilestone\n\n(Canadian Dollars)\n\n5,000,000\n$20,000,000\n\n5,000,000\n$40,000,000\n\n5,000,000\n$60,000,000\n\n5,000,000\n$80,000,000\n\n5,000,000\n$100,000,000\n\n*Stock\nGrants – Significant Transactions*\n\nUpon\nthe Company closing of a Significant Transaction, the CEO shall be granted shares of common stock or new series of preferred shares of\nthe Company that is convertible into common stock equal to 10% of the value of all the consideration, including any stock, cash or debt\nof such completed transaction. The CEO shall earn this grant for each Significant Transaction closed by the Company. A “Significant\nTransaction” shall mean a licensing transaction, merger with or acquisition of an operating company in a strategic or synergistic\nline of business, and a financing or direct or indirect share issuance transaction involving the Company, which as a whole, provides\ncash flow or equivalent value in excess of $250,000. For the years ending December 31, 2025 and 2024, the Company accrued $0 and $0 respectively\nas equity payable. There were no Significant Transaction milestones met as of December 31, 2025 and 2024.\n\n*Equity\nPayable to Chief Executive Officer*\n\nAs\nof December 31, 2025 and 2024, the Company recorded $3,157,789 and $3,157,789, respectively, as equity payable for Significant Transactions.\nDuring the years ended December 31, 2025 and 2024, the Company recorded $0 and $0, respectively.\n\n*Other\nExpenses*\n\nThe\nCompany will reimburse the CEO for other expenses of $3,000 per month.\n\n*Assistant*\n\nThe\nCompany will reimburse the CEO up to $700 per weeks to hire an assistant.\n\n*Rent*\n\nPrior\nto the year ended December 31, 2025 the Company reimbursed the CEO up to $4,000 per month to lease office space to be used for Company\nmatters. The Company did not incur any rent expense related to this lease during the year ended December 31, 2025 as the lease was no\nlonger active.\n\n*Consulting\nAgreement with CFO*\n\nOn\nOctober 1, 2020, the Company entered into a consulting agreement with its CFO, James Cardwell, for an initial term of one year. The agreement\nwas extended for an additional year on its anniversary. Under the terms of the agreement, compensation was set at a minimum of $1,500\nper month. The agreement was terminated as of December 31, 2023, and the Company has not appointed a replacement. As of December 31,\n2025 and 2024, the Company had accrued $0 and $0, respectively, in connection with this agreement, which is included in accrued expenses.\n\n*Consulting\nAgreement with Chief Technology Officer*\n\nOn\nJanuary 1, 2020, the Company entered into an executive employment agreement with the Chief Technology Officer. The Company agreed to\npay the executive $120,000 annually for services rendered. As of December 31, 2025 the executive employment agreement was no longer active.\nAs of December 31, 2025 and 2024, the Company had accrued expenses of $209,597 related to this agreement.\n\nF-10\n\n**5.\nINTANGIBLE ASSETS, NET**\n\n** **\n\nOn\nNovember 28, 2024, Aibotics entered into an asset sale and purchase agreement with Philon Labs, LLC. (the “seller” or\n“Philon Labs”) for consideration of approximately $2,000,000 in exchange for intellectual property intangible assets.\nThe purpose of the assets purchase was to begin Aibotic’s transition to a growth-oriented company that applies advanced\nengineering and design techniques to new products. The entire purchase consideration was allocated as fair value to the intellectual\nproperty acquired from the seller. The $2,000,000 is to be paid through the issuance of a new series of Aibotics Preferred Stock. As\nof December 31, 2025, the consideration has not been issued to the seller and is recorded as shares to be issued on the consolidated\nbalance sheet. The Company has analyzed the shares to be issued balance and determined that they are liabilities in accordance with *ASC\n480 – Distinguishing Liabilities from Equity*. For the year ended December 31, 2024, the Company issued 200,000 shares of\nAibotics Series B Preferred Stock to the seller as satisfaction of the intangible assets’ consideration in the amount of\n$4,400. No shares were issued during the year ended December 31, 2025.\n\nOn\nMay 23, 2025, the Company entered into an Asset Purchase Agreement (the “Klizos APA”) with Klizos Ventures, Inc (“Klizos”).\nPursuant to the Klizos APA the Company acquired certain intellectual property intangible assets related to Klizos’s AIHeadhunter\nplatform. The Company agreed to issue Klizos $2,800,000 of consideration, composed of 100,000,000 shares of common stock and $2,700,000 of Preferred Stock. As of December 31, 2025 the common stock has been issued but the Preferred Stock remains unissued, and is\ntherefore recorded shares to be issued on the consolidated balance sheet. The Company has analyzed the shares to be issued balance and\ndetermined that they are liabilities in accordance with *ASC 480 – Distinguishing Liabilities from Equity*. The shares to\nbe issued liability due to Klizos was recorded at a value of $2,700,000.\n\nThe\nKlizos APA also features an earn-out provision that stipulates Klizos is to receive up to $7,000,000 of additional shares of Preferred\nStock as the following milestones are met:\n\n●Milestone\n1: If the platform is fully launched and has at least ten paying customers Klizos will receive\n$250,000 of Preferred Stock\n\n●Milestone\n2: If the platform reaches $1,000,000 in cumulative gross revenue Klizos will receive $500,000\nof Preferred Stock\n\n●Milestone\n3: If the platform reaches $3,000,000 in cumulative gross revenue Klizos will receive $1,250,000\nof Preferred Stock\n\n●Milestone\n4: If the platform reaches $5,000,000 in cumulative gross revenue Klizos will receive $1,750,000\nof Preferred Stock\n\n●Milestone\n5: If the platform reaches $7,500,000 in cumulative gross revenue Klizos will receive $3,250,000\nof Preferred Stock\n\nThe\nintellectual property intangible assets are being amortized over their estimated useful lives of 3 years.\n\nIntangible\nassets as of December 31, 2025 and 2024, are as follows:\n\nSCHEDULE\nOF INTANGIBLE ASSETS\n\n2025\n2024\n\nFor\nthe years ended December 31,\n\n2025\n2024\n\nIntellectual property\n$4,800,000\n$2,000,000\n\nLess: accumulated amortization\n(1,903,828)\n(728,102)\n\nIntangible assets, net\n$2,896,172\n$1,271,898\n\nAmortization\nexpense from intangible assets was $1,175,726 and $667,883 for the year ended December 31, 2025 and 2024, respectively.\n\nFuture\namortization expense from intangible assets as of December 31, 2025, were as follows:\n\nSCHEDULE\nOF FUTURE\nAMORTIZATION EXPENSE FROM INTANGIBLE ASSETS\n\nFor the Year\nEnded,\n\nDecember\n31,\n\n2026\n$1,537,048\n\n2027\n932,482\n\n2028\n426,642\n\nThereafter\n-\n\nTotal remaining amortization\nexpense\n$2,896,172\n\nF-11\n\n**6.\nPROMISSORY NOTE AND CONVERTIBLE PROMISSORY NOTES**\n\n*Convertible\nNotes*\n\nOn\nMay 6, 2025, the Company issued a lender a convertible note payable with principal of $275,000 and an original issue discount of $25,000.\nThe note matures after 24 months and has an effective interest rate of 10%. As of December 31, 2025, the Company had an outstanding principal\namount of $258,185 due to this convertible note payable.\n\nAs\nof December 31, 2025 and 2024, the Company has outstanding Convertible Promissory Notes that were issued prior to December 31, 2024 to\nvarious holders in an aggregate amount of $1,607,902 and $2,014,617, respectively. In aggregate, as of December 31, 2025 the principal\namount includes an original issue discount (an “OID”) of 10%. All notes are due to mature 18 months from their respective\neffective date and mature beginning on May 25, 2021 through August 11, 2022. As of December 31, 2025, the outstanding Convertible Promissory\nNotes were in default.\n\nDuring\nthe years ended December 31, 2025 and 2024, the Company issued 22,443,508 shares of common stock upon conversion of the Notes and accrued\ninterest.\n\n*Promissory\nNote*\n\nOn\nSeptember 12, 2025 the Company issued a promissory note with a principal balance of $58,823 and an original issue discount of $8,823,\nresulting in cash proceeds of $50,000. The promissory note bears interest at a rate of 12% per annum and matures on January 2, 2026.\nDuring the year ended December 31, 2025, the Company made principal repayments of $50,000 towards the promissory note. As of December\n31, 2025 the Company had an outstanding principal amount of $8,666 due to the promissory note.\n\nThe\nfollowing table summarizes the Notes activity during the years ended December 31, 2025 and 2024:\n\nSCHEDULE\nOF NOTES PAYABLE\n\nAs of\n\nDecember\n31,2025\n\nConvertible promissory notes, balance\nat December 31, 2023\n$2,005,267\n\nIssuances\n-\n\nConversions\n-\n\nDebt discount\n-\n\nAmortization of debt discount\n9,350\n\nConvertible promissory notes, balance at December\n31, 2024\n2,014,617\n\nAdditions\n333,824\n\nPayments\n(50,000)\n\nConversions\n(406,837)\n\nDebt discount (reversal)\n(33,824)\n\nAmortization of debt discount\n16,973\n\nConvertible promissory\nnotes, balance at December 31, 2025\n$1,874,753\n\nAs\nof December 31, 2025 and 2024, the Company recorded amortization of debt discount totaling $16,973 and $9,350, respectively, which is\nincluded in interest expense on the consolidated statement of operations.\n\n**7.\nCOMMITMENTS AND CONTINGENCIES**\n\nCollaboration\nAgreement\n\nThe\nCompany entered into a collaboration agreement with a hospital located in Canada. As of December 31, 2025 and 2024, the Company recorded\n$20,000 for the annual royalty payable accrued under the terms of the collaboration agreement.\n\nAgreements\n\nOn\nNovember 16, 2021, the Company entered into a consulting agreement for a term of three years to advise the Company and its Ketadash Subsidiary\nin establishing services to be provided in California. The Company will pay the consultant a percentage of gross profits as follows:\n(i) 10% of gross profits up to $1,000,000, (ii) 7.5% of gross profits from $1,000,001 to $5,000,000, and (iii) 5% for gross profits exceeding\n$5,000,001. As of December 31, 2025 and the date of this filing, no amounts have been earned under this contract.\n\nF-12\n\n*Medical\nAdvisory Board Agreements*\n\nDuring\nthe period ended December 31, 2020, the Company entered into medical advisory board agreements with four members for a term of one year\neach. As consideration for the services to be rendered, the Company agreed to pay $45,000 in cash and $155,000 worth of stock in common\nstock. As of December 31, 2025 and 2024, the Company has accrued $120,001 in relation to these agreements.\n\n**8.\nSTOCKHOLDERS’ EQUITY (DEFICIT)**\n\n**Common\nStock**\n\nDuring\nthe year ended December 31, 2025, the Company issued 1,000,000,000 shares of common stock in settlement of accounts payable and accrued\nexpenses of $250,000.\n\nDuring\nthe year ended December 31, 2025, the Company issued 22,443,508 shares of common stock upon conversion of convertible notes payable and\naccrued interest of $223,435.\n\n**Series\nA Preferred Stock**\n\nDuring\nthe year ended December 31, 2025, the Board of Directors of the Company designated 2,700,000 shares of preferred stock as Series A Preferred\nStock. As of December 31, 2025, and 2024 the Company had no shares of Series A Preferred Stock issued and outstanding. Additionally,\nat December 31, 2025, and 2024, the Company had 2,700,000 and 0 shares of Series A Preferred Stock authorized. The Series A Preferred\nStock does not have a nominal or par value and has a stated value of $1 per share.\n\nThe\nSeries A Preferred Stock does not have voting rights and holders of the Series A Preferred Stock are not entitled to receive dividends\nthat are declared or paid to holders of common stock or any other class of the Company’s stock. Upon the occurrence of any liquidation,\ndissolution or winding up of the Company, either voluntary or involuntary (a “Liquidation”), each holder of Series A Preferred\nStock then outstanding shall be entitled to receive, after payment shall be made in respect of any other series of preferred stock then\nin existence that is outstanding and senior to the Series A Preferred Stock, and before any payment shall be made in respect of the Common\nStock, or other series of preferred stock then in existence that is outstanding and junior to the Series A Convertible Preferred Stock\nupon liquidation, an amount per share of Series A Convertible Preferred Stock up to the stated value of the Series A Preferred Stock.\n\nThe\nSeries A Preferred Stock is convertible at the option of the holder into shares of common stock equal to the stated value divided by\nthe conversion price. The conversion price is equal to the VWAP of the Company’s common stock price over the ten (10) trading days\npreceding, but not including, the conversion date. The Series A Preferred Stock may not be converted into common stock if such a conversion\nwould result in the holder of the Series A Preferred Stock holding an excess of 4.99% of the Company’s common stock outstanding\nimmediately after giving effect to the conversion. The conversion price is subject to standard adjustments for the effects of stock dividends\nand stock splits.\n\n**Share\nConsideration for Acquisition of Intangible Assets**\n\nDuring\nthe year ended December 31, 2025, the Company issued 100,000,000 shares of common stock, and agreed to issue $2,700,000 of Series\nA Preferred Stock for intangible assets of $2,800,000. As of December 31, 2025 the shares of Series A Preferred Stock remained unissued\nand therefore were recorded as a shares to be issued liability of $2,700,000. See note 5 for more information.\n\nF-13\n\n**Non-Controlling\nInterest in Aibotics**\n\nDuring\nthe year ended December 31, 2024, the Company issued 477,417 shares of Aibotics common stock to settle $477,417 of accrued expenses.\n\nDuring\nthe year ended December 31, 2024, the Company issued 200,000 shares of Aibotics Series B Preferred Stock to the seller as satisfaction\nof the intangible assets’ consideration in the amount of $4,400.\n\nDuring\nthe year ended December 31, 2025 the Company issued 58,234,996 shares of Aibotics common stock to settle $363,166 of accounts payable\nand accrued expenses.\n\nDuring\nthe year ended December 31, 2025 the Company issued 75,000,000 shares of Aibotics common stock to settle $225,000 of related party accrued\nexpenses.\n\nDuring\nthe year ended December 31, 2025 the Company issued 16,666,667 shares of Aibotics common stock in exchange for cash proceeds of $50,000.\n\nDuring\nthe year ended December 31, 2025, the Company issued 297,002,793 shares of Aibotics common stock for cash and settlement of accrued interest,\nnet of issuance costs in the amount of $1,012,121.\n\n**9.\nSTOCK BASED COMPENSATION**\n\nDuring\nthe year ending December 31, 2025 and 2024, the Company had no stock-based compensation.\n\n*Warrants\nIssued*\n\nThe\nfollowing table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2025\nand 2024.\n\nSCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES\n\nUnderlying\n\nShares\nWeighted\n\nAverage\nExercise Price\nWeighted\n\nAverage Term\n(Years)\n\nWarrant outstanding at December 31, 2023\n29,320,478\n0.01\n2.52\n\nGranted\n-\n\n-\n\n-\n\nExercised\n-\n\n-\n\n-\n\nForfeited\n-\n\n-\n\n-\n\nWarrant outstanding at December 31, 2024\n29,320,478\n0.01\n1.51\n\nGranted\n-\n\n-\n\n-\n\nExercised\n-\n\n-\n\n-\n\nForfeited\n(3,358,498\n)\n\n0.01\n\n-\n\nWarrant outstanding at December 31, 2025\n25,961,980\n0.01\n0.62\n\nThe\nintrinsic value of warrants outstanding as of December 31, 2025 was $0.\n\n**10.\nINCOME TAXES**\n\nThe Company adopted Accounting Standards\nUpdate (ASU) 2023-09, “Improvements to Income Tax Disclosures,” on a retrospective basis within its annual reporting for\nthe year ended December 31, 2025. The adoption of ASU 2023-09 resulted in enhanced disclosures related to the effective tax-rate reconciliation,\nincluding additional disaggregation requirements prescribed by the standard. For further details, see Note 1, Organization and Summary\nof Significant Accounting Policies.\n\nThe\nCompany computes income taxes using the asset and liability approach. Due to the uncertainty as to the utilization of net operating loss carryforwards, a valuation\nallowance has been made to the extent of any tax benefit that net operating losses may generate.\n\nNo provision for income tax has been\nrecorded for the years ended December 31, 2025 and December 31, 2024 due to the Company’s operating losses.\n\nAs\nof December 31, 2025, the Company has a net operating loss for tax purposes of CAD $22,393,864 (2024 – CAD $20,303,616) that can\nbe carried forward over 20 years.\n\nF-14\n\n**Deferred\nIncome Taxes**\n\nDeferred\nincome taxes primarily represent the net effect of temporary differences between the carrying amounts of assets and liabilities for financial\nreporting purposes and the amounts for income tax purposes. The components of the Company’s deferred taxes are as follows:\n\nSCHEDULE\nOF COMPONENTS OF DEFERRED TAX ASSETS\n\n2025\n2024\n\nDeferred tax assets (liabilities):\n\nCanada net operating loss carryforwards\n\n$\n\n4,253,000\n\n$\n3,928,000\n\nUnited States net operating loss carryforwards\n\n965,000\n\n612,000\n\nFixed assets\n58,000\n58,000\n\nIntangibles\n\n356,000\n\n220,000\n\nAccrued expenses\n303,000\n256,000\n\nDeferred tax asset, ending\n5,935,000\n5,074,000\n\nValuation allowance\n(5,935,000)\n(5,074,000)\n\nNet deferred tax assets\n$-\n$-\n\nThe\nreconciliation between income taxes at the Canadian federal rate of 15% and the amount recorded in the accompanying consolidated financial\nstatements is as follows:\n\nSCHEDULE\nOF RECONCILIATION BETWEEN INCOME TAXES\n\nAs\nof December 31,\n\n2025\n2024\n\nCanadian Federal\nstatutory tax rate\n\n$\n(556,793)\n15.00%\n$(437,780)\n15.00%\n\nProvincial\nincome tax, net of federal income tax effect (1)\n-\n0.00%\n-\n0.00%\n\nForeign tax effects\n\nUnited States\n(224,793)\n6.06%\n(221,265)\n7.58%\n\nEffects of changes in tax\nlaws or rates enacted in the current period\n70,886\n(1.91)%\n53,504\n(1.83)%\n\nNontaxable or nondeductible\nitems\n\nOther permanent items\n15,281\n(0.41)%\n3,223\n(0.11)%\n\nChange in valuation allowance\n720,069\n(19.40)%\n774,052\n(26.52)%\n\nOther adjustments\n\nPrior period adjustment\n-\n0.00%\n(171,734)\n5.88%\n\nOther\n(24,649)\n0.66%\n-\n0.00%\n\nIncome\nTaxes Provision (Benefit)\n$-\n0.00%\n$-\n0.00%\n\n(1)primarily from\nthe province of Ontario\n\nThe\nCompany paid no income taxes during the years ended December 31, 2025 and 2024 for federal, provincial, or foreign jurisdictions.\n\n**11.\nSEGMENT REPORTING**\n\nThe\nCompany operates in one operating segment, and therefore one reportable segment, focused on developing and commercializing AI technology\nplatform solutions.\n\nThe\naccounting policies for the Company’s single operating segment are the same as those described in the summary of significant accounting\npolicies. The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM manages the\nCompany’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses\nconsolidated net loss to allocate resources, and assess performance. The measure of segment assets is reported on the consolidated balance\nsheet as total consolidated assets.\n\n**12.\nSUBSEQUENT EVENTS**\n\nThe\nCompany has evaluated subsequent events from December 31, 2025 the issuance date of these financial statements, and there are no events\nrequiring disclosure other than those described below:\n\nSubsequent\nto December 31, 2025, the Aibiotics Board of Directors approved, by unanimous written consent, the adoption of the Aibotics Inc. 2026\nEquity Incentive Plan (the “2026 Plan”), subject to stockholder approval. The 2026 Plan is intended to provide equity-based\nincentives to employees, directors, consultants, and other service providers and permits the issuance of various types of awards, including\nstock options, restricted stock, restricted stock units, stock appreciation rights, and other equity-based awards. The 2026 Plan is intended\nto provide equity-based incentives to employees, directors, consultants, and other service providers and permits the issuance of various\ntypes of awards, including stock options, restricted stock, restricted stock units, stock appreciation rights, and other equity-based\nawards. In connection with the adoption of the 2026 Plan, Aibotics reserved 500,000,000 shares of common stock for issuance under the\nplan, subject to stockholder approval. Shares issued under the 2026 Plan will be, upon issuance, duly authorized, validly issued, fully\npaid, and non-assessable.\n\nSubsequent\nto December 31, 2025, Aibotics entered into a note purchase agreement pursuant to which it issued a convertible promissory note with\nan aggregate principal amount of up to approximately $281,250, issued at an original issue discount. The note bears interest at a stated\nrate of 10% per annum and has a maturity of 24 months from issuance. The proceeds from the issuance were intended for general corporate\npurposes.\n\nSubsequent\nto December 31, 2025, Aibotics issued a promissory note with a principal balance of approximately $28,409, which includes an original\nissue discount of approximately $3,409, for total proceeds of $25,000. The note matures on April 7, 2026 and provides for scheduled principal\nrepayments prior to maturity. The note may be prepaid by the Company at any time without penalty and accrues interest upon the occurrence\nof an event of default.\n\nSubsequent\nto December 31, 2025, Aibotics issued 25,572,128 shares of its common stock in exchange for total consideration of $76,716, consisting\nof $36,358 in cash proceeds, the settlement of $38,358 of accrued interest, and the settlement of $2,000 of equity issuance costs.\n\nF-15"}