{"url_path":"/sec/ilal/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Statements and Supplementary Data.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1657214/0001493152-26-019199-index.html","accession_number":"0001493152-26-019199","cik":"0001657214","ticker":"ILAL","issuer_name":"International Land Alliance Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1657214/0001493152-26-019199-index.html","primary_entity_key":"0001657214","primary_entity_name":"International Land Alliance Inc."},"word_count":19197,"has_tables":true,"body_markdown":"**Item\n8. Financial Statements and Supplementary Data.**\n\n \n\nOur\naudited consolidated financial statements are set forth in this Annual Report beginning on page F-1.\n\n \n\n27\n\n \n\n \n\n**INTERNATIONAL\nLAND ALLIANCE, INC. INDEX TO FINANCIAL STATEMENTS**\n\n \n\n[Report of Independent Registered Public Accounting Firm](#Fin_001)(PCAOB ID No: 6797)\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 Statement of Changes in Stockholders’ Equity (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-7\n\n \n \n\n[Notes to Financial Statements](#Fin_006)\nF-8\nto F-33\n\n \n\nF-1\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n** **\n\nTo the Shareholder and the Board of Directors,\n\nInternational\nLand Alliance, Inc.\n\nSan Diego, CA \n\n \n\n**Opinion on the Financial Statements**\n\n** **\n\nWe have audited the accompanying consolidated\nbalance sheets of International Land Alliance, Inc. (the “Company”) as of December 31, 2025, and 2024 and the related consolidated\nstatements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025,\nand the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements\npresent fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of\nits operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles\ngenerally accepted in the United States of America.\n\n \n\n**Going Concern**\n\n \n\nThe accompanying financial statements have been\nprepared assuming that the Company will continue as a going concern. As disclosed in Note 1 to the financial statements, the Company\nhas suffered recurring losses and negative cash flows from operations in recent years and is dependent on debt and equity financing to\nfund its operations, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s\nplans in regard to these matters are disclosed in Note 1. The financial statements do not include any adjustments that might result from\nthe outcome of this uncertainty.\n\n \n\n**Basis for Opinion**\n\n** **\n\nThese financial statements are the responsibility\nof the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public\naccounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required\nto be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations\nof the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial\nstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well\nas evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\n  \n\n**Critical Audit Matters**\n\n** **\n\nThe critical audit matters communicated below\nare matters arising from the current period audit of the financial statements that were communicated or required to be communicated to\nthe audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our\nespecially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion\non the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate\nopinions on the critical audit matters or on the accounts or disclosures to which they relate.\n\n \n\n**1.****Accounts Receivable –\nAllowance for Doubtful Accounts**\n\n** **\n\nThe allowance for doubtful accounts was identified\nas a critical audit matter due to the significant judgment involved in estimating collectability of receivables. As of the balance sheet\ndate, International Land Alliance, Inc. reported accounts receivable, net of allowance, of approximately $1.5 million. The estimation\nprocess involves subjective assumptions, including aging, historical collection trends, and customer-specific risks, particularly for\nfinanced sales and accounts with irregular payment patterns. Auditing this area required heightened auditor judgment and evaluation of\nestimation uncertainty and therefore involved especially challenging and subjective auditor procedures. Accordingly, we determined this\nmatter to be a critical audit matter.\n\n** **\n\nHow the Matter Was Addressed in the Audit\n\n \n\nOur audit procedures related to the valuation\nof the Allowance for doubtful accounts included, the following:\n\n \n\n●Our\naudit procedures related to the Company’s allowance for expected credit losses (ECL)\non accounts receivable included, among others:\n\n●Obtaining\nthe accounts receivable aging and repayment schedules for financed sales and agreeing the\ntotal balances to the general ledger and trial balance to assess completeness and accuracy.\n\n●Testing\nthe reconciliation of gross receivables, the allowance for expected credit losses, and net\nreceivables to the underlying accounting records.\n\n●Evaluating\ncustomer payment histories and identifying accounts with delinquent or irregular payment\npatterns to assess the need for specific reserves, including full (100%) allowances where\nappropriate.\n\n●Assessing\nthe reasonableness of management’s assumptions and methodology used in estimating the\nECL allowance, including consideration of historical collection trends and relevant qualitative\nfactors.\n\n●In\naddition, we independently recalculated the expected credit loss allowance and identified\na material difference compared to management’s estimate. We proposed an audit adjustment\n(AJE) to correct the variance, which was reviewed and accepted by management and recorded\nin the financial statements.\n\n  \n\n**2.****Revenues and Deferred revenues**\n\n** **\n\nRevenue recognition was identified as a critical\naudit matter due to the nature and timing of transactions and the subjectivity involved in cost estimation and evaluation of audit evidence.\nFor the year ended, International Land Alliance, Inc. reported revenue of approximately $2.43 million from land sales and construction\nactivities. While land sales require judgment in cutoff, construction revenue recognized over time involves estimation of total costs\nand progress toward completion. Based on discussions with management, the Company maintains a standardized arrangement with contractors,\nwhereby construction costs are determined through informal agreements without separate formal cost estimation contracts, increasing estimation\nuncertainty. Accordingly, due to the audit effort and judgment involved, revenue recognition was determined to be a critical audit matter.\n\n \n\nHow the Matter Was Addressed in the Audit\n\n \n\nOur audit procedures related to the recognition\nof revenue and deferred revenue included, the following:\n\n \n\n●We\nobtained an understanding of the Company’s revenue recognition processes and evaluated\nthe design and implementation of relevant controls over contract review, cost estimation,\nand revenue recording.\n\n●We\nagreed the revenue schedule to the general ledger for completeness and accuracy and selected\nsamples for substantive testing, including items above performance materiality and random\nselections.\n\n●For\nland sales, we inspected executed agreements and closing documentation to assess proper timing\nof revenue recognition.\n\n●For\nconstruction revenue, we reviewed contracts, invoices, and cost data to understand terms\nand evaluated the reasonableness of management’s cost estimates using supporting documentation\nand standardized cost metrics.\n\n●We\nindependently recalculated percentage of completion under the cost-to-cost method using costs\nincurred relative to total estimated costs and agreed underlying data to the accounting records.\n\n●We\nreviewed progressive billings, traced transactions to the general ledger, results indicated\nrevenue recognition was incorrect with differences identified. We proposed an audit adjustment\n(AJE) to correct the variance, which was reviewed and accepted by management and recorded\nin the financial statements.\n\n \n\n/s/\nBush & Associates CPA LLC\n\n \n\nWe\nhave served as the Company’s auditor since 2024.\n\n \n\nLas Vegas,\nNevada\n\nApril 27,\n2026\n\nPCAOB\nID Number 6797\n\n \n\n9555 S. Eastern Ave, Suite 280 Las Vegas NV 89123  702.703.5979\n www.bushandassociatescpas.com\n\n \n\nF-2\n\n \n\n \n\n**INTERNATIONAL\nLAND ALLIANCE, INC.**\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$4,186  \n$26,120 \n\nAccounts receivable, net \n 488,409  \n 1,264,634 \n\nPrepaid and other current assets \n 115,138  \n 255,516 \n\nTotal current assets \n 607,733  \n 1,546,270 \n\n  \n    \n   \n\nLand \n 17,662,657  \n 15,776,526 \n\nBuildings, net \n 1,616,117  \n 1,833,021 \n\nFurniture and equipment, net \n -  \n - \n\nOther non-current assets \n 311,367  \n 408,064 \n\nLong-term accounts receivable, net \n 1,019,829  \n   \n\nGoodwill \n 11,118,187  \n 11,118,187 \n\n  \n    \n   \n\nTotal assets \n$32,335,890  \n$30,682,068 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY \n    \n   \n\nCurrent liabilities \n    \n   \n\nAccounts payable and accrued liabilities \n$1,435,249  \n$1,141,338 \n\nAccounts payable and accrued liabilities related parties \n 2,164,515  \n 326,947 \n\nAccounts payable and accrued liabilities \n 2,164,515  \n 326,947 \n\nAccrued interest \n 1,753,445  \n 1,394,889 \n\nDeferred revenue \n \n46,500\n  \n - \n\nContract liability \n 143,680  \n 143,680 \n\nEscrow deposits \n 1,032,550  \n 20,500 \n\nDerivative liability \n 2,961,379  \n 161,136 \n\nConvertible notes, net of debt discounts \n 6,681,925  \n 600,000 \n\nConvertible note RCVD acquisition \n -  \n - \n\nPromissory notes, net of debt discounts \n 513,532  \n 432,762 \n\nPromissory notes, net discounts – Related Parties \n 586,567  \n 347,374 \n\nPromissory notes, net discounts – Related Parties \n 586,567  \n 347,374 \n\n  \n    \n   \n\nOther loans \n 7,622,729  \n 8,553,338 \n\nTotal current liabilities \n 24,942,071  \n 13,121,964 \n\n  \n    \n   \n\nConvertible notes, net of current portion \n -  \n 2,502,000 \n\n  \n    \n   \n\nTotal liabilities \n 24,942,071  \n 15,623,964 \n\n  \n    \n   \n\nCommitments and Contingencies (Note 8) \n -  \n - \n\n  \n    \n   \n\nPreferred Stock Series B (Temporary Equity) \n 293,500  \n 293,500 \n\nPreferred Stock Series C (Temporary Equity) \n 331,523  \n 310,000 \n\nTotal Temporary Equity \n 625,023  \n 603,500 \n\n  \n    \n   \n\nStockholders’ Equity \n    \n   \n\n  \n    \n   \n\nPreferred stock; $0.001\npar value; 2,010,000\nshares authorized; 117,000\nSeries A shares issued and outstanding as of December 31, 2025 and December 31, 2024 \n 117  \n 117 \n\n1,000 Series B shares issued and outstanding as of December 31, 2025 and December 31, 2024 \n 1  \n 1 \n\n3,316 Series C shares issued and outstanding as of December 31, 2025 and 3,100 issued and outstanding as of December 31, 2024 \n 3  \n 3 \n\n17,000 Series D shares issued and outstanding as of December 31, 2025 and December 31, 2024 \n 17  \n 17 \n\nPreferred stock value \n 17  \n 17 \n\n  \n    \n   \n\nCommon stock; $0.001\npar value; 250,000,000\nshares authorized; 2,666,311\nand 2,606,311 shares issued and outstanding as of December 31, 2025, respectively, and 1,952,054\nand 1,892,054 shares issued and outstanding as of December 31, 2024, respectively \n 133,316  \n 97,603 \n\nAdditional paid-in capital \n 43,772,482  \n 38,803,819 \n\nCommon stock payable \n 1,582,000  \n - \n\nTreasury stock (3,000,000 shares as of December 31, 2025 and December 31, 2024) \n (300,000) \n (300,000)\n\nAccumulated deficit \n (38,419,140) \n (24,146,956)\n\nTotal stockholders’ equity \n 6,768,796  \n 14,454,604 \n\n  \n    \n   \n\nTotal liabilities and stockholders’ equity \n$32,335,890  \n$30,682,068 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-3\n\n \n\n \n\n**INTERNATIONAL\nLAND ALLIANCE, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\n  \nFor the Years Ended, \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\n  \n   \n  \n\nNet revenues and lease income \n$2,434,413  \n$8,094,940 \n\n  \n    \n   \n\nCost of revenues \n 1,618,529  \n 1,242,057 \n\n  \n    \n   \n\nGross profit \n 815,884  \n 6,852,883 \n\n  \n    \n   \n\nOperating expenses \n    \n   \n\nSales and marketing \n 848,140  \n 866,607 \n\nImpairment loss \n -  \n - \n\nGeneral and administrative expenses \n 7,129,788  \n 1,864,249 \n\nTotal operating expenses \n 7,977,928  \n 2,730,856 \n\n  \n    \n   \n\nIncome (loss) from operations \n (7,162,044) \n 4,122,027 \n\n  \n    \n   \n\nOther income (expense) \n    \n   \n\nLoss from conversion of debt to equity \n (1,976,914) \n - \n\nOther income \n 228,950  \n - \n\nChange in fair value derivative liability \n (2,800,243) \n 338,311 \n\nInterest expense \n (2,587,933) \n (1,412,556)\n\nTotal other expense, net \n (7,136,140) \n (1,074,245)\n\n  \n    \n   \n\nNet income (loss) \n$(14,298,184) \n$3,047,782 \n\n  \n    \n   \n\nPreferred stock dividends \n 132,054  \n 114,308 \n\n  \n    \n   \n\nNet income (loss) applicable to common shareholders \n$(14,430,238) \n$2,933,474 \n\n  \n    \n   \n\nIncome (loss) per common share - basic and diluted \n$(0.13) \n$0.04 \n\n  \n    \n   \n\nWeighted average common shares outstanding - basic and diluted \n 110,240,896  \n 84,394,693 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-4\n\n \n\n \n\n**INTERNATIONAL\nLAND ALLIANCE, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**\n\n \n\n**Activity\nfor the year Ended December 31, 2025**\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nStock  \nCapital  \nPayable  \nDeficit  \nEquity \n\n  \n\nSeries A\n\nPreferred Stock\n  \n\nSeries B\n\nPreferred Stock\n  \n\nSeries C\n\nPreferred Stock\n  \n\nSeries D\n\nPreferred Stock\n  \nCommon Stock  \nTreasury  \nAdditional Paid-in  \nCommon Stock  \nAccumulated  \nTotal Stockholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nStock  \nCapital  \nPayable  \nDeficit  \nEquity \n\nBalance, December 31, 2024 \n 117,000  \n$117  \n 1,000  \n$    1  \n 3,100  \n     3  \n 17,000  \n    17  \n 1,952,054  \n$97,603  \n (300,000) \n$38,803,819  \n$-  \n$(24,146,956) \n$14,454,604 \n\nDividend on Series A Preferred \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (24,500) \n -  \n -  \n (24,500)\n\nDividend on Series D Preferred \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (107,554) \n -  \n -  \n (107,554)\n\nCommon shares issued for cash \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 25,000  \n -  \n 25,000 \n\nCommon shares issued pursuant to inducement agreement \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 9,900  \n 495  \n -  \n 82,255  \n -  \n -  \n 82,750 \n\nCommon stock issued for consulting services \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 284,355  \n 14,218  \n -  \n 1,307,318  \n -  \n -  \n 1,321,536 \n\nPrior period adjustment \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n -  \n (56,582) \n (56,582)\n\nCommon shares issued pursuant to employment agreement \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 1,557,000  \n -  \n 1,557,000 \n\nCommon stock issued from debt conversion \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 306,631  \n 15,332  \n -  \n 3,488,336  \n -  \n -  \n 3,503,668 \n\nCommon shares issued for conversion of Series C Preferred Stock \n -  \n -  \n -  \n -  \n (3,100) \n (3) \n -  \n -  \n 88,571  \n 4,429  \n -  \n 305,574  \n -  \n -  \n 310,000 \n\nWarrants Exercised Pursuant to Series C Preferred Stock \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 24,800  \n 1,240  \n -  \n (1,240) \n -  \n -  \n 9,456,250 \n\nSeries C Preferred Stock issued for cash \n -  \n -  \n -  \n -  \n 2,500  \n 3  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 3 \n\nDeemed Dividend on Series C Preferred Stock \n -  \n -  \n -  \n -  \n 816  \n -  \n -  \n -  \n -  \n -  \n -  \n (81,526) \n -  \n -  \n (81,526)\n\nNet income \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (14,298,184) \n (14,298,184)\n\nBalance, December 31, 2025 \n 117,000  \n$117  \n 1,000  \n$1  \n 3,316  \n 3  \n 17,000  \n$17  \n 2,666,311  \n$133,316  \n$(300,000) \n$43,772,482  \n$-  \n$(38,419,140) \n$6,768,796 \n\n \n\nF-5\n\n \n\n \n\n**Activity\nfor the year Ended December 31, 2024**\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nStock  \nCapital  \nPayable  \nDeficit  \nDeficit \n\n  \nSeries A\nPreferred Stock  \nSeries B\nPreferred Stock  \nSeries C\nPreferred Stock  \nSeries D\nPreferred Stock  \nCommon Stock  \nTreasury  \nAdditional\nPaid-in  \nCommon Stock  \nAccumulated  \nTotal\nStockholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nStock  \nCapital  \nPayable  \nDeficit  \nDeficit \n\nBalance, December 31, 2023 \n 28,000  \n$28  \n 1,000  \n$   1  \n 3,100  \n    3  \n 17,000  \n   17  \n 1,593,163  \n$79,658  \n (300,000) \n$28,476,622  \n$31,939  \n$(27,194,738) \n$1,093,530 \n\nBalance \n 28,000  \n$28  \n 1,000  \n$   1  \n 3,100  \n    3  \n 17,000  \n   17  \n 1,593,163  \n$79,658  \n (300,000) \n$28,476,622  \n$31,939  \n$(27,194,738) \n$1,093,530 \n\nDividend on Series C Preferred \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 7,747  \n 387   \n -  \n (23,017) \n -  \n -  \n (22,630)\n\nCommon stock issued for warrant exercise \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 49,697  \n 2,485  \n -  \n (2,485) \n -  \n -  \n - \n\nCommon shares issued pursuant to inducement agreement \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 10,000  \n 500  \n -  \n 12,000  \n -  \n -  \n 12,500 \n\nCommon shares issued pursuant to promissory notes \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 81,000  \n 4,050  \n -  \n 180,915  \n (31,939) \n -  \n 153,026 \n\nStock-based compensation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 156,094  \n -  \n -  \n 156,094 \n\nCommon stock issued for consulting services \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 144,052  \n 7,203  \n -  \n 552,717  \n -  \n -  \n 559,919 \n\nCommon stock issued from debt conversion \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 24,476  \n 1,224  \n -  \n 47,902  \n -  \n -  \n 49,126 \n\nDividend on Series A Preferred \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (333,511) \n -  \n -  \n (333,511)\n\nSeries A Preferred shares issued for the conversion of related party debt \n 89,000  \n 89  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 9,456,161  \n -  \n -  \n 9,456,250 \n\nSettlement of derivative liability \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 282,518  \n -  \n -  \n 282,518 \n\nDividend paid on Series D Preferred Stock \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 41,920  \n 2,096  \n -  \n (2,096) \n -  \n -  \n - \n\nNet income \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 3,047,782  \n 3,047,782 \n\nBalance, December 31, 2024 \n 117,000  \n$117  \n 1,000  \n$1  \n 3,100  \n 3  \n 17,000  \n$17  \n 1,952,054  \n$ 97,603  \n$(300,000) \n$38,803,819  \n$-  \n$(24,146,956) \n$14,454,604 \n\nBalance \n 117,000  \n$117  \n 1,000  \n$1  \n 3,100  \n 3  \n 17,000  \n$17  \n 1,952,054  \n$ 97,603  \n$(300,000) \n$38,803,819  \n$-  \n$(24,146,956) \n$14,454,604 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-6\n\n \n\n \n\n**INTERNATIONAL\nLAND ALLIANCE, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\n  \nFor the Years Ended, \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nCash Flows from Operating Activities \n    \n   \n\nNet income (loss) \n$(14,298,184) \n$3,047,782 \n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n   \n\nStock-based compensation \n 3,702,669  \n 908,037 \n\nLoss from extinguishment of debt \n 1,976,914  \n - \n\nFair value of commitment shares \n 82,740  \n - \n\nBad debt expense \n 241,962  \n - \n\nPrior period adjustment \n \n26,000\n  \n \n-\n \n\nNon-cash interest expense \n 901,786  \n - \n\nDepreciation expense \n 163,544  \n 87,250 \n\nExcess fair value of derivative over carrying balance of debt \n (228,477) \n - \n\nChange in fair value derivative \n 2,800,243  \n (338,311)\n\nAmortization of debt discount \n 596,706  \n - \n\nChanges in assets and liabilities \n    \n   \n\nAccounts Receivable \n 730,241 \n 387,452 \n\nPrepaid and other current assets \n 140,377  \n (238,702)\n\nOther non-current assets \n 96,697  \n (165,229)\n\nAccrued interest \n 358,556  \n 722,577 \n\nAccounts payable and accrued liabilities \n 293,910  \n (290,337)\n\nAccounts payable and accrued liabilities-related party \n 1,837,568  \n (34,276)\n\nDeferred revenue \n 46,500  \n (4,521,222)\n\nEscrow deposit liability \n (468,334) \n 50,299 \n\nNet cash used in operating activities \n (998,582) \n (384,680)\n\n  \n    \n   \n\nCash Flows from investing \n    \n   \n\nProceeds from disposal of fixed assets \n -  \n - \n\nAdditions to long-term accounts receivable \n (1,215,807) \n - \n\nAdditional expenditures on land \n (1,886,131) \n (288,138)\n\nAdditions to Construction in Progress on land not owned \n -  \n (225,000)\n\nNet cash used in investing activities \n (3,101,938) \n (513,138)\n\n  \n    \n   \n\nCash Flows from Financing Activities \n    \n   \n\nSeries D Preferred Stock dividends paid \n (24,500) \n - \n\nSeries A Preferred Stock dividends paid \n (107,554) \n - \n\nCash received for common stock payable \n \n25,000\n  \n \n-\n \n\nDividends paid on Series C Preferred Stock \n -  \n (91,677)\n\nSeries C Preferred Stock issued for cash \n 250,000  \n - \n\nCash proceeds from promissory notes – related party \n 141,432  \n 242,875 \n\nCash payments on promissory notes \n (19,230) \n (565,000)\n\nCash proceeds from convertible notes \n 4,297,100  \n 456,130 \n\nCash payments on convertible notes \n (329,414) \n - \n\nCash proceeds from promissory notes \n 100,000  \n 75,000 \n\nCash proceeds from other loans \n 1,497,217  \n 666,363 \n\nCash payments on other loans \n (1,751,465) \n - \n\nNet cash provided by financing activities \n 4,078,586  \n 783,691 \n\n  \n    \n   \n\nNet increase (decrease) in cash \n (21,934) \n (114,127)\n\n  \n    \n   \n\nCash, beginning of year \n 26,120  \n 140,247 \n\n  \n    \n   \n\nCash, end of year \n$4,186  \n$26,120 \n\n  \n    \n   \n\nSupplemental disclosure of cash flow information \n    \n   \n\nCash paid for interest \n$391,095  \n$254,912 \n\n  \n    \n   \n\nNon-Cash investing and financing transactions \n    \n   \n\nDividend on Series A \n$107,554  \n$333,511 \n\nDividend on Series D \n$24,500  \n$- \n\nDividend on Series C \n$81,526  \n$22,630 \n\nConversion of Series C Preferred Stock to Common Stock \n$(305,574) \n$- \n\nConversion of related party debt \n$-  \n$- \n\nConversion of debt for common shares \n$3,488,336  \n$49,126 \n\nDebt discount \n$-  \n$169,498 \n\nCommitment shares issued with promissory notes \n$82,255  \n$165,526 \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-7\n\n \n\n \n\n**INTERNATIONAL\nLAND ALLIANCE, INC.**\n\n**Notes\nto the Consolidated Financial Statements**\n\n**For\nthe Years Ended December 31, 2025 and 2024**\n\n \n\n**NOTE\n1 – NATURE OF OPERATIONS AND GOING CONCERN**\n\n \n\n**Nature\nof Operations**\n\n \n\nInternational\nLand Alliance, Inc. (the “Company”) was incorporated under the laws of the State of Wyoming on September 26, 2013. The Company\nis a residential land development company with target properties located in the Baja California, Northern region of Mexico and Southern\nCalifornia. The Company’s principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide\nthe properties into residential and commercial building plots, securing financing for the purchase of the plots, improving the properties\ninfrastructure and amenities, and selling the plots to homebuyers, retirees, investors, and commercial developers.\n\n \n\nIn\nMay 2021, the Company acquired a 25% investment in Rancho Costa Verde Development LLC (“RCVD”). RCVD is a 1,100-acre master\nplanned second home, retirement home and vacation home real estate community located on the east coast of Baja California. RCV is a self-sustained\nsolar powered green community that takes advantage of the advances in solar and other green technology. On January 3, 2023, the Company\ncompleted the acquisition of the remaining 75% interest in RCVD for a contractual price of $13.5 million, paid through a combination\nof a promissory note, common stock and common stock purchase warrants. As a result of the transaction, RCVD became a wholly owned subsidiary\nof the Company. The transaction was accounted for as a business acquisition pursuant to ASC 805 Business Combinations.\n\n \n\n**Going\nConcern and liquidity**\n\n \n\nThe\naccompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the\nUnited States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and\ncommitments in the normal course of business.\n\n \n\nManagement\nevaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated\nfinancial statements were available to be issued and determined that substantial doubt exists about the Company’s ability to continue\nas a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate\nrevenues from its properties, raise capital or issue debt instruments. The Company has faced significant liquidity shortages as shown\nin the accompanying consolidated financial statements. As of December 31, 2025, the Company’s current liabilities exceeded its\ncurrent assets by approximately $24.3 million.\nThe Company has recorded a net loss of $14.3\nmillion for the year ended December 31, 2025, and has an accumulated\ndeficit of approximately $38.4\nmillion as of December 31, 2025. Net cash used in operating\nactivities for the year ended December 31, 2025, was approximately $1.0\nmillion. These factors raise substantial doubt about the Company’s\nability to continue as a going concern.\n\n \n\nThe\nCompany is currently raising additional capital through debt and equity financing in order to continue the funding of its operations,\nwhich may have the effect of diluting the holdings of existing shareholders.\n\n \n\nManagement\nanticipates that the Company’s capital resources will significantly improve if its plots of land gain wider market recognition\nand acceptance resulting in increased plot sales and house construction. If the Company is not successful with its marketing efforts\nto increase sales, the Company will continue to experience a shortfall in cash, and it will be necessary to obtain funds through equity\nor debt financing in sufficient amounts or to further reduce its operating expenses in a manner to avoid the need to curtail its future\noperations subsequent to December 31, 2025. The direct impact of these conditions is not fully known.\n\n \n\nHowever,\nthere can be no assurance that the Company would be able to secure additional funds if needed and that if such funds were available on\ncommercially reasonable terms or in the necessary amounts, and whether the terms or conditions would be acceptable to the Company. In\nsuch case, the reduction in operating expenses might need to be substantial in order for the Company to generate positive cash flow to\nsustain the operations of the Company.\n\n \n\nF-8\n\n \n\n \n\n**NOTE\n2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n*Basis\nof Presentation*\n\n \n\nThe\nconsolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United\nStates of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).\nThese consolidated financial statements are presented in United States dollars.\n\n \n\n*Principles\nof Consolidation*\n\n \n\nThe\naccompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, ILA Fund I, LLC (the\n“ILA Fund”), a company incorporated in the State of Wyoming and International Land Alliance, S.A. de C.V. (“ILA Mexico”),\na company incorporated in Mexico, Emerald Grove Estates LLC, incorporated in the State of California, Oasis Park Resort, LLC, incorporated\nin the State of Wyoming, Plaza Bajamar, LLC, incorporated in the State of Wyoming, and Plaza Valle Divino, LLC, incorporated in the State\nof California.\n\n \n\nILA\nFund includes cash as its only assets with minimal expenses as of December 31, 2025. The sole purpose of this entity is strategic funding\nfor the operations of the Company. ILA Mexico has lots held for sale for the Oasis Park Resort, no liabilities, and minimal expenses\nas of December 31, 2025. As of December 31, 2025, Emerald Grove Estates LLC, Plaza Bajamar LLC, and Plaza Valle Divino LLC have no operations.\nAll intercompany balances and transactions are eliminated in consolidation.\n\n \n\nThe\nCompany’s consolidated subsidiaries were as follows as of December 31, 2025:\n\nSCHEDULE OF CONSOLIDATED SUBSIDIARIES AND EQUITY \n\nName of Consolidated Subsidiary or Entity \n\n**State or Other**\n\n**Jurisdiction of**\n\n**Incorporation or**\n\n**Organization**\n \nAttributable Interest \n\nILA Fund I, LLC \nWyoming \n 100%\n\nInternational Land Alliance, S.A. de C.V. (ILA Mexico) \nMexico \n 100%\n\nRancho Costa Verde Development, LLC \nNevada \n 100%\n\nEmerald Grove Estates, LLC \nCalifornia \n 100%\n\nOasis Park Resort, LLC \nWyoming \n 100%\n\nPlaza Bajamar, LLC \nWyoming \n 100%\n\nPlaza Valle Divino, LLC \nWyoming \n 100%\n\n \n\nOn\nJanuary 1, 2023, the Company executed a securities purchase agreement pursuant to which the Company acquired all of the issued and outstanding\nunits of Rancho Costa Verde Development, LLC. for a total contractual consideration of $13,500,000, paid through a combination of a promissory\nnote, common stock and common stock purchase warrants.\n\n* *\n\n*Reclassification*\n\n \n\nCertain\nnumbers from 2024 have been reclassified to conform with the current year presentation.\n\n \n\n*Investments\n- Equity Method*\n\n \n\nThe\nCompany accounts for equity method investments at cost, adjusted for the Company’s share of the investee’s earnings or losses,\nwhich are reflected in the consolidated statements of operations. The Company periodically reviews the investments for other than temporary\ndeclines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an\nasset may not be recoverable. On January 3, 2023, the Company acquired a controlling financial interest in its previous equity method\ninvestment, which resulted in the consolidation pursuant to ASC 805 *Business Combinations* of such entity on the effective date.\n\n \n\nF-9\n\n \n\n \n\n*Use\nof Estimates*\n\n \n\nThe\npreparation of financial statements in conformity with US. GAAP requires management to make estimates and assumptions that affect the\nreported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements\nand the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions\nrelated to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience,\nand various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments\nabout the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.\nThe actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there\nare material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates\ninclude:\n\n \n\n \n■\nLiability\nfor legal contingencies.\n\n \n■\nUseful\nlives of building.\n\n \n■\nAssumptions\nused in valuing equity instruments.\n\n \n■\nDeferred\nincome taxes and related valuation allowance.\n\n \n■\nGoing\nconcern.\n\n \n■\nAssessment\nof long-lived asset for impairment.\n\n \n■\nSignificant\ninfluence or control over the Company’s equity-method investee.\n\n \n■\nRevenue\nrecognition.\n\n \n\n*Segment\nReporting*\n\n \n\nThe\nCompany operates as one reportable segment under ASC 280, Segment Reporting. The Chief Operating Decision Maker (“CODM”)\nregularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing\nperformances.\n\n \n\n*Cash\nand Cash Equivalents*\n\n \n\nThe\nCompany considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.\nThe Company did not have any cash equivalents as of December 31, 2025, and 2024.\n\n \n\n*Fair\nvalue of Financial Instruments and Fair Value Measurements*\n\n \n\nAccounting\nStandards Codification (“ASC”) 820 *Fair Value Measurements and Disclosures,* requires an entity to maximize the use\nof observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy\nbased on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s\ncategorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.\nASC 820 prioritizes the inputs into three levels that may be used to measure fair value:\n\n \n\nLevel\n1: uses quoted market prices in active markets for identical assets or liabilities.\n\n \n\nLevel\n2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.\n\n \n\nLevel\n3: uses unobservable inputs that are not corroborated by market data.\n\n \n\nAs\ndefined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction\nbetween willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received\nto sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants\nat the measurement date.\n\n \n\nThe\nreported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of\nfactors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments\nthat could have been realized as of any balance sheet dates presented or that will be recognized in the future, and do not include expenses\nthat could be incurred in an actual settlement.\n\n \n\nThe\ncarrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid, and other current\nassets, accounts payable and accrued liabilities, contracts liability, deposits, promissory notes, net of debt discounts and promissory\nnotes related party, deferred revenue, and other loans, approximate fair value due to their relatively short maturities. Equity-method\ninvestment is recorded at cost, which approximates its fair value since the consideration transferred includes cash and a non-monetary\ntransaction, in the form of the Company’s common stock, which was valued based on a combination of a market and asset approach.\n\n \n\nF-10\n\n \n\n \n\nThe\nfair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated\nby market data, which require a Level 3 classification. A Black-Scholes option valuation model was used to determine the fair value.\nThe Company records derivative liability on the consolidated balance sheets at fair value with changes in fair value recorded in the\nconsolidated statements of operation.\n\n \n\nThe\nfollowing table presents balances of the liabilities with significant unobservable inputs (Level 3) as of December 31, 2025:\n\n SCHEDULE OF LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS\n\n  \nFair Value Measurements at December 31, 2025, Using \n\n  \nQuoted Prices in\nActive Markets for\nIdentical Assets\n(Level 1)  \nSignificant Other\nObservable Inputs\n(Level 2)  \nSignificant\nUnobservable\nInputs\n(Level 3)  \nTotal \n\n  \n   \n   \n   \n  \n\nDerivative liability \n$-  \n$-  \n$2,961,379  \n$2,961,379 \n\nTotal \n$-  \n$-  \n$2,961,379  \n$2,961,379 \n\n \n\nThe\nfollowing table presents changes of the liabilities with significant unobservable inputs (Level 3) for the year ended December 31, 2025:\n\n SCHEDULE OF CHANGES IN LIABILITIES WITH SIGNIFICANT UNOBSERVABLE INPUTS\n\n  \nDerivative \n\n  \nLiability \n\nBalance December 31, 2024 \n$161,136 \n\n  \n   \n\nChange in estimated fair value \n 2,800,243 \n\nSettlement of derivative liability \n - \n\nBalance December 31, 2025 \n$2,961,379 \n\n \n\n*Derivative\nLiability*\n\n \n\nAs\nof December 31, 2025, the Company has variable rate convertible promissory notes, which contained variable conversion rates based on\nunknown future prices of the Company’s common stock. This resulted in the recognition of a derivative liability as the conversion\nfeature failed the scope exception for derivative accounting due to the variability of its conversion price. The Company measures the\nderivative liability using the Black-Scholes option valuation model using the following assumptions:\n\n SCHEDULE OF DERIVATIVE LIABILITY\n\n  \n For Years Ending December 31, \n\n  \n 2025  \n 2024 \n\n  \n    \n   \n\nExpected term \n 1 month – 2 years  \n 1 month – 1 year \n\nExercise price \n 5.00 - $33.50  \n 1.50 - $6.50 \n\nExpected volatility \n 139% - 226%  \n 126% - 174% \n\nExpected dividends \n None  \n None \n\nRisk-free interest rate \n 4.74% - 5.46%  \n 5.25% - 6.35% \n\nForfeitures \n None  \n None \n\n \n\nF-11\n\n \n\n \n\nThe\nassumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties\nand the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s\ncommon stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s\ncommon stock, the Company’s fair value estimates could be materially different in the future.\n\n \n\nThe\nCompany computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as\nnon-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which\nis subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss\nis therefore subject to significant fluctuation and will continue to be so until the Company’s variable convertible notes, which\nthe convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value\ninputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price\ndecreases.\n\n \n\n*Cost\nCapitalization*\n\n \n\nThe\ncost of buildings and improvements includes the purchase price of the property, legal fees, and other acquisition costs. Costs directly\nrelated to planning, developing, initial leasing and constructing a property are capitalized and classified as Buildings in the consolidated\nbalance sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during\nthe period of development are also capitalized.\n\n \n\nA\nvariety of costs are incurred in the acquisition, development, and leasing of properties. After determination is made to capitalize a\ncost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially\ncomplete, and capitalization must cease involves a degree of judgment. Our capitalization policy on development properties is guided\nby *ASC 835-20 Interest – Capitalization of Interest* and ASC 970 *Real Estate - General*. The costs of land and buildings\nunder development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development\nof the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs\nincurred during the period of development. We consider a construction project as substantially completed and held available for occupancy\nor sale upon the receipt of certificates of occupancy, but no later than one year from cessation of major construction activity. We cease\ncapitalization on the portion (1) substantially completed and (2) occupied or held available for occupancy, and we capitalize only those\ncosts associated with the portion under construction.\n\n \n\n*Land\nHeld for Sale*\n\n \n\nThe\nCompany considers properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) the property\nis available for immediate sale in its present condition and (3) the property is actively being marketed for sale at a price that is\nreasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s\nvalue at the lower of its’ carrying value or its estimated net realizable value.\n\n \n\n*Land\nand Buildings*\n\n \n\nLand\nand buildings are stated at cost. Depreciation is provided by the use of the straight-line and accelerated methods for financial and\ntax reporting purposes, respectively, over the estimated useful lives of the assets. Buildings have an estimated useful life of 20 years.\nLand is an indefinite live asset that is stated at cost at date of acquisition.\n\n \n\n*Construction\nin progress (“CIP”)*\n\n \n\nA\nCIP asset reflects the cost of construction work undertaken, but not yet completed on land not currently owned by the Company. For construction\nin progress assets, no depreciation is recorded until the asset is placed in service. When construction is completed, the assets should\nbe reclassified as building, building improvement, infrastructure or land improvement and should be capitalized and depreciated. The\nland is currently owned by companies controlled by our chairman of the board.\n\n \n\nF-12\n\n \n\n \n\n*Fixed\nAssets*\n\n \n\nFixed\nassets are stated at cost, less accumulated depreciation, and amortization. Depreciation is computed using the double declining balance\nmethod over the estimated useful lives of the respective assets:\n\n \n\n SCHEDULE OF ESTIMATED USEFUL LIVES OF FIXED ASSETS\n\nClassification \n Life \n\nBuildings \n 20 years \n\nFurniture and equipment \n 5 years \n\n \n\n*Revenue\nRecognition*\n\n \n\nThe\nCompany determines revenue recognition pursuant to Accounting Standards Codification (“ASC”) 606, Revenue from Contracts\nwith Customers, through the following steps:\n\n \n\n \n■\nIdentification\nof the contract, or contracts, with a customer.\n\n \n■\nIdentification\nof the performance obligations in the agreement(s) for the sale of plots or house construction.\n\n \n■\nDetermination\nof the transaction price.\n\n \n■\nAllocation\nof the transaction price to the performance obligation(s) in the contract.\n\n \n■\nRecognition\nof revenue when, or as the Company satisfies a performance obligation.\n\n \n\nRevenue\nis measured based on considerations specified in the agreements with our customers. A contract exists when it becomes a legally enforceable\nagreement with a customer. The contract is based on either the acceptance of standard terms and conditions as stated in our agreement\nof plot sales or house construction with customers. These contracts define each party’s rights, payment terms and other contractual\nterms and conditions of the sale. The transaction price of a contract is allocated to each distinct performance obligation and recognized\nas revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the\nconsideration which we will expect to receive in exchange for execution of the performance obligation(s).\n\n \n\nThe\nCompany applies judgment in determining the customer’s ability and intention to pay the consideration which the Company is entitled\nto. A performance obligation is a promise in a contract or agreement to transfer a distinct product or item to the customer. Performance\nobligations promised in a contract are identified based on the property that will be transferred to the customer that are both capable\nof being distinct and are distinct in the context of the contract, whereby the transfer of the property is separately identifiable from\nother promises in the contract. Management considers the retention of title as merely a protective right, which would not disallow revenue\nrecognition for the full consideration to which the Company is entitled upon the execution of a contract for deed.\n\n \n\nCurrently,\nupon execution of each contract for deed, the Company has not developed sufficient controls and procedures to provide reasonable assurance\nthat collection of the consideration, which the Company is entitled to, is probable. In addition, the title of the land for the various\nprojects (Bajamar and Divino) is held by an entity that is controlled by the Company’s chairman of the board.\n\n \n\nF-13\n\n \n\n \n\nThe\nCompany’s principal activities in the real estate development industry which it generates its revenues from are the sale of developed\nand undeveloped land and house construction.\n\n \n\nRancho\nCosta Verde Development or RCVD generates revenue from the following sources: (1) lot sales, (2) home construction calculated as a set\npercentage of builders’ costs, (3) administrative income for loan servicing, (4) interest income resulting from monthly payments\nfrom financed loans made to customers on lot sales, (5) resale income as commission for selling homes for owners that have purchased\nlots at RCVD and (6) utilities revenue from waste water systems and solar systems.\n\n \n\nThe\nCompany identified the following performance obligations related to the operations of RCVD: (1) subdivision of the developer parcel,\n(ii) casita free week for each customer allowing them to enjoy a free week to a casita per year. The Company determined that there was\na significant financing component in most arrangements with customers, which results in the recognition of interest income.\n\n \n\nThe\nCompany recognized $2,434,413 and $8,094,940, respectively, of net revenue during the years ended December 31, 2025, and 2024.\n\n \n\n*Advertising\nCosts*\n\n \n\nThe\nCompany expenses advertising costs when incurred. Advertising costs incurred amounted to $848,140 and $866,607 for the years ended December\n31, 2025, and 2024, respectively.\n\n \n\n*Debt\nissuance costs and debt discounts*\n\n \n\nDebt\nissuance costs and debt discounts are being amortized over the lives of the related financings on a straight-line approach, which approximates\nthe effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated\nbalance sheets.\n\n \n\n*Stock-Based\nCompensation*\n\n \n\nThe\nfair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions.\nExpected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described\nin the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options.\nThe risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of stock awards is determined\nusing the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Any\ncompensation cost previously recognized for an unvested award that is forfeited because of a failure to satisfy a service condition is\nreversed in the period of the forfeiture. Compensation expense is recognized on a straight-line basis over the requisite service period\nof the award. Stock-based compensation includes the fair value of options, warrants and restricted stocks issued to employees, directors,\nand non-employees.\n\n \n\n*Income\nTaxes*\n\n \n\nThe\nCompany accounts for income taxes using the asset and liability method in accordance with ASC 740, *Income Taxes*. The asset and\nliability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary\ndifferences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards.\nDeferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance\nto reduce deferred tax assets to the amount that is believed more likely than not to be realized.\n\n \n\nF-14\n\n \n\n \n\nWhen\ntax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities,\nwhile others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately\nsustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the\nperiod during which, based on all available evidence, management believes it is more likely than not that the position will be sustained\nupon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated\nwith other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax\nbenefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the\nbenefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for\nunrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to\nthe taxing authorities upon examination. Management makes estimates and judgments about our future taxable income that are based on assumptions\nthat are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance\ncould be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement\nfor the periods in which the adjustment is determined to be required. Management does not believe that it has taken any positions that\nwould require the recording of any additional tax liability, nor does it believe that there are any unrealized tax benefits that would\neither increase or decrease within the next year.\n\n \n\n*Net\nEarnings (Loss) Per Share*\n\n \n\nThe\nCompany computes earnings (loss) per share in accordance with ASC 260 – *Earnings per Share*. ASC 260 requires presentation\nof both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS\nis computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding\n(denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using\nthe treasury stock method and convertible notes payable using the if-converted method. Diluted EPS excludes all dilutive potential shares\nif their effect is antidilutive. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation\nbecause they are antidilutive.\n\n \n\nSecurities\nthat are excluded from the calculation of weighted average dilutive common shares, because their inclusion would have been antidilutive\nare:\n\n SCHEDULE OF POTENTIALLY DILUTED SHARES\n\n  \n\nFor\nthe year\n\nended\nDecember 31,\n\n2025\n  \n\nFor the year\n\nended\nDecember 31,\n\n2024\n \n\n  \n   \n  \n\nOptions \n 60,000  \n - \n\nWarrants \n 911,819  \n 762,150 \n\nTotal potentially dilutive shares \n 971,819  \n 762,150 \n\n \n\n*Concentration\nof Credit Risk*\n\n \n\nThe\nCompany maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company\nhas not experienced any losses in such accounts through December 31, 2025.\n\n \n\n*Impairment\nof Long-lived Assets*\n\n \n\nThe\nCompany reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying\namount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. If impairment is indicated,\nthe asset is written down to its estimated fair value. The Company fully impaired its long-lived assets due to the uncertainty in title\ntransfer of the land not currently owned by the Company and the estimated fair value of its construction in progress during both years\nended December 31, 2025 and 2024.\n\n \n\n*Accounts\nReceivable*\n\n \n\nThe\nCompany uses the specific identification method for recording the provision for doubtful accounts, which was $887,662 and $0, at December\n31, 2025 and 2024, respectively. Account receivables are written off when all collection attempts have failed.\n\n \n\n*Convertible\nPromissory Note*\n\n \n\nThe\nCompany accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company\nevaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature should be bifurcated\nfrom the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Income Statement.\nIf the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration\nof any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic\nvalue of the BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional\npaid-in capital and amortized to interest expense over the life of the debt using the effective interest method.\n\n \n\nF-15\n\n \n\n \n\n**NOTE\n3 – LAND, BUILDING, NET AND CONSTRUCTION IN PROCESS**\n\n \n\nLand,\nbuildings, net and construction in process as of December 31, 2025, and 2024:\n\n SCHEDULE OF LAND AND BUILDINGS, NET AND CONSTRUCTION IN PROCESS\n\n  \nUseful life \n\n**December 31,**\n\n**2025**\n  \n\n**December 31,**\n\n**2024**\n \n\nLand – Emerald Grove \n  \n$203,419  \n$203,419 \n\n  \n  \n    \n   \n\nLand – Rancho Costa Verde Development \n  \n$17,459,238  \n$15,573,107 \n\n  \n  \n    \n   \n\nFurniture & equipment, net \n5 years \n$-  \n$- \n\n  \n  \n    \n   \n\nBuilding – Emerald Grove \n20 years \n 2,648,378  \n 2,674,471 \n\nLess: Accumulated depreciation \n  \n (1,032,261) \n (844,127)\n\n  \n  \n    \n   \n\nBuilding, net \n  \n$1,616,117  \n$1,833,021 \n\n \n\nDepreciation\nexpense was approximately $163,545 and $87,250, for the years ended December 31, 2025, and 2024, respectively.\n\n \n\n**Valle\nDivino**\n\n \n\nThe\nValle Divino is the Company’s premier wine country development project in Ensenada, Baja California. This land project consists\nof 20 acres to be acquired from Baja Residents Club, a Company controlled by our chairman of the board and developed into Valle Divino\nresort. The acquisition of title to the land for this project is subject to approval from the Mexican government in Baja, California.\nThe Company broke ground of the Valle Divino development in July 2020 and has commenced site preparation for two model homes including\na 1-bedroom and 2- bedroom option. The first Phase of the development includes 187 homes. This development will also have innovative\nmicrogrid solutions by our partner to power the model home and amenities.\n\n \n\nThe\nconstruction contractor is also an entity controlled by our chairman of the board. Construction began during the year ended December\n31, 2020. The balance of construction in process for Valle Divino was $0 as of December 31, 2025 and 2024. The Company fully impaired\nthe accumulated costs related to its Valle Divino project due to the uncertainty pertaining to the title transfer for a total amount\nof $457,275 during a previous reporting period.\n\n \n\n**Plaza\nBajamar**\n\n \n\nThe\nPlaza Bajamar community is an 80-unit development located within the internationally renowned Bajamar Ocean Front Hotel and Golf Resort.\nThe Bajamar Ocean Front Golf Resort is an expertly planned, well-guarded, and gated wine and golf community located 45 minutes South\nof the San Diego-Tijuana Border along the scenic toll road to Ensenada on the Pacific Ocean.\n\n \n\nPhase\nI will include 22 “Merlot” 1,150 square-foot single-family homes that feature two bedrooms and two baths. The home includes\ntwo primary bedroom suites – one on the first floor and one upstairs, as well as fairway and ocean views from a rooftop terrace.\nThe Merlot villas will come with the installation of solar packages construction in mind. Planned amenities include a pool, wellness\nand fitness center and available office space.\n\n \n\nThe\nCompany has not yet taken title to this property, which is currently owned by Valdeland, S.A. de C.V. (“Valdeland”), an entity\ncontrolled and 100% owned by Roberto Valdes, the Company’s chairman of the board. In September 2019, the Company executed a land\npurchase agreement with Valdeland, under which the Company is to acquire the Plaza Bajamar property from Valdeland, free of liens and\nencumbrances for a total consideration of $1,000,000.\n\n \n\nIn\nNovember and December 2019, $250,000 was paid to the Company’s chairman of the board, Roberto Valdes, of which $150,000 was used\nfor the construction of two model Villas at our planned Plaza Bajamar development and $100,000 as a down payment towards the acquisition\nof the land from Valdeland. As of December 31, 2025 and 2024, the Company has issued 5,000 shares of the Company’s common stock\nfor total amount of $150,000 reported under Prepaid and other current assets in the consolidated balance sheets towards the purchase\nof the land. The balance was fully impaired in a previous reporting period.\n\n \n\nValdeland\nhas completed a two-bedroom model home, an enhanced entrance, and interior roads as well as site preparation for four (4) new homes adjacent\nto the model home. It has commenced construction on four residential lots following the payment of the required minimum deposits from\nbuyers.\n\n \n\nThe\nCompany funded the construction by an additional $179,700 during the year ended December 31, 2023. Valdeland is the construction contractor\nand is also an entity controlled and owned by Roberto Valdes.\n\n \n\nThe\nbalance of construction in process for Plaza Bajamar totaled $0 as of December 31, 2025 and 2024. The Company fully impaired the accumulated\ncosts related to Plaza Bajamar in a previous reporting period, due to the uncertainty pertaining to title transfer for a total amount\nof $179,700.\n\n \n\nF-16\n\n \n\n \n\nWithin\nthe “restricted zone,” a foreigner can purchase the beneficial interest in real property through a bank trust or “fideicomiso.”\nIndeed, a bank trust must be used when acquiring property within the restricted zone. In this bank trust, the buyer of the property is\ndesignated as the “fideicomisario” or the beneficiary of the trust. While legal title is held by the bank, (specifically\nthe trustee of the trust or the “fiduciario,”) the trustee must administer the property in accordance with the instructions\nof the buyer (the beneficiary of the trust). The property is not an asset of the bank, and the trustee is obligated to follow every lawful\ninstruction given by the beneficiary to perform legal action. The Company has not yet established the bank trust, which is anticipated\nto occur before the end of the fiscal year 2026.\n\n \n\nAs\nof December 31, 2025, Valdeland sold six (6) house constructions on residential lots for an estimated price of $1.5 million, of which\n$0.5 million has been paid and collected by the Company and initially presented under contract liability in the consolidated balance\nsheets. However, the Company offset the balance of construction in process with the contract liability with the net balance written off\ndue to the uncertainty pertaining to the transfer of title.\n\n \n\n**Rancho\nCosta Verde Development (“RCVD”)**\n\n \n\nRCVD\nis a 1,000 acre, 1,200 lot master planned community in Baja, California, located few miles from the Company’s Oasis Park resort\non the sea of Cortez. To date, RCVD has sold over 1,000 residential lots and built 55 single-family homes with approximately 30 under\nconstruction. This is in addition to a completed boutique hotel and clubhouse.\n\n \n\nOn\nDecember 16, 2025, the Company closed on the acquisition of 300 acres of land and structures located adjacent to the Company’s\nRancho Costa Verde development for a total consideration of $1.65 million. This purchase is subdivided into 7 parcels and consists of\napproximately 300 residential homesites, 12 existing tiny homes, and 2 completed homes.\n\n \n\n**NOTE\n4 – RELATED PARTY TRANSACTIONS**\n\n \n\n**Chief\nExecutive Officer – Frank Ingrande**\n\n \n\nIn\nMay 2021, the Company executed an employment agreement with Frank Ingrande.\n\n \n\nThe\nCompany has not paid any salary to Frank Ingrande for the years ended December 31, 2025 and 2024. The Company has accrued $326,192 of\ncompensation costs in relation to the employment agreement for the year ended December 31, 2025. The balance owed is $393,038 and $66,846\nas of December 31, 2025 and 2024, respectively.\n\n \n\nFrank\nIngrande was the co-founder and owner of 33% of the Company’s equity-method investee RCVD. During the year ended December 31, 2023,\nthe Company acquired the remaining 75% interest in RCVD, which became the Company’s wholly owned subsidiary as of January 2023.\n\n \n\nOn\nDecember 1, 2022, the Company issued 9,317 stock options under the 2022 Plan with a strike price of $10.00, vesting 25% on grant date\nand the remaining 75% monthly over a twelve-month period from grant date with an estimated fair value of approximately $90,188. The Company\nrecognized approximately $16,900 of stock-based compensation related to these stock options during the year ended December 31, 2024.\nThese shares have expired as of December 31, 2025.\n\n \n\nF-17\n\n \n\n \n\n**Chief\nFinancial Officer – Jason Sunstein**\n\n \n\nEffective\nJanuary 1, 2020, the Company executed an employment agreement with Jason Sunstein.\n\n \n\nThe\nCompany has not paid any salary to Jason Sunstein for the years ended December 31, 2025 and 2024. The Company has accrued $326,192 of\ncompensation costs in relation to the employment agreement for the year ended December 31, 2025. The balance owed is $393,038 and $66,846\nas of December 31, 2025 and 2024, respectively.\n\n \n\nOn\nDecember 1, 2022, the Company issued 9,317 stock options under the 2022 Plan with a strike price of $10.00, vesting 25% on grant date\nand the remaining 75% monthly over a twelve-month period from grant date with an estimated fair value of approximately $90,188. The Company\nrecognized approximately $16,900 of stock-based compensation related to these stock options during the year ended December 31, 2024.\nThese shares have expired as of December 31, 2025.\n\n \n\nJason\nSunstein is also the managing member of Six Twenty Management LLC, an entity that has been providing ongoing capital support to the Company.\n\n \n\nJason\nSunstein also facilitated the Emerald Grove asset purchase.\n\n \n\n**Chairman\nof the Board – Roberto Valdes**\n\n \n\nEffective\nJanuary 1, 2020, the Company executed an employment agreement with Roberto Valdes.\n\n \n\nThe\nCompany has not paid any salary to Roberto Valdes for the years ended December 31, 2025 and 2024. The Company has accrued $326,192 of\ncompensation costs in relation to the employment agreement for the year ended December 31, 2025. The balance owed is $393,038 and $66,846\nas of December 31, 2025 and 2024, respectively.\n\n \n\nAs\nof December 31, 2025, the Company has funded an aggregate amount of 1.4 million for construction on residential lots, projects amenities\nand towards the acquisition of land to companies controlled by Roberto Valdes. The land for the Plaza Bajamar and Valle Divino is currently\nowned by two entities controlled by Roberto Valdes (Valdeland S.A de C.V. and Valdetierra S.A de C.V) and all parties executed a land\npurchase agreement for each project to transfer title of the land to a bank trust or “fideicomiso”, in which the Company\nwill be named the beneficiary of the trust (“fideicomisario”).\n\n \n\nThe\nCompany has funded an aggregate amount of approximately $251,000 to the construction companies owned by Roberto Valdes for the two projects\nin Ensenada, Baja California. The Company has not yet established the bank trust, which is anticipated to occur before the end of the\nfiscal year 2025. The properties at Valle Divino and Plaza Bajamar have executed promise to purchase agreements between the Company and\nRoberto Valdes, which require the transfer of titles of the land free of liens and encumbrances to the Company. There can be no assurance\nas to what and if any profit might have been received by Roberto Valdes, in his separate company as a result of these transactions.\n\n \n\nOn\nDecember 1, 2022, the Company issued 9,317 stock options under the 2022 Plan with a strike price of $10.00, vesting 25% on grant date\nand the remaining 75% monthly over a twelve-month period from grant date with an estimated fair value of approximately $90,188. The Company\nrecognized approximately $16,900 of stock-based compensation related to these stock options during the year ended December 31, 2024.\nThese shares have expired as of December 31, 2025.\n\n \n\n**International\nReal Estate Development, LLC. (“IRED”)**\n\n \n\nFrank\nIngrande was an owner of 33% of IRED at the time of the 25% initial investment in RCVD in May 2021 and subsequent to this transaction\nbecame a shareholder and President of the Company. On January 3, 2023, the remaining 75% interest was acquired by the Company and as\nof December 31, 2023 and 2024, Mr. Ingrande was still the President of the Company and a 33% owner in IRED. As such, any transactions\nwith IRED are deemed to be related party transactions.\n\n \n\nOn\nJanuary 1, 2023, the Company issued a convertible promissory note pursuant to the acquisition of RCVD for a total principal of $8,900,000,\ncarrying a 5% coupon and maturing on September 30, 2024. The convertible note was payable in quarterly installment of $2,225,000 starting\non March 31, 2023. The convertible note includes a twelve percent (12%) default interest rate. Although, this convertible promissory\nnote payable is part of the consideration to the business combination in stages which is not deemed a related party transaction, the\nconvertible promissory note payable is with a related party and deemed a related party convertible promissory note payable. During the\nyear ended December 31, 2024, the Company converted the entire principal and interest balance of the promissory note into 89,000 Series\nA Preferred Shares.\n\n \n\n**Lisa Landau**\n\n \n\nLisa\nLandau is the sister of Company CFO, Jason Sunstein, and she is also a shareholder who assists with some of the Company’s accounting\nfunction. From time to time, Ms. Landau has either paid certain costs on the Company’s behalf or provided funding to the Company\nto bridge the gap in our capital needs until another debt or equity funding can be closed. As of present the amounts due to Ms. Landau\nare approximately $590,000 as of December 31, 2025. We plan to reimburse Ms. Landau in 2026 as our major capital infusions take place\nin 2026.\n\n \n\n**R-MAC\nProperties, Inc. (“R-MAC”)**\n\n \n\nR-MAC\nis an international and domestic real estate sales and marketing firm that specializes in selling vacation homes in Baja, California.\nR-MAC is owned by Michael A. Cresci and Robert Rios, who are beneficial owners and Vice Presidents of the Company. R-MAC provided marketing\nand sales support services to the Company, which amounted to $822,940 and $938,940 during the years ended December 31, 2025 and 2024,\nrespectively. Such costs are contained in marketing and sales commission expenses in the accompanying consolidated statements of operation.\n\n \n\nF-18\n\n \n\n \n\n**NOTE\n5 – PROMISSORY NOTES**\n\n \n\nPromissory\nnotes consisted of the following at December 31, 2025, and 2024:\n\nSCHEDULE OF PROMISSORY NOTES \n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\n  \n   \n  \n\nCash Call note payable, due January 31, 2026 \n$24,785  \n$24,785 \n\nCash Call note payable, due January 31, 2026 \n$24,785  \n$24,785 \n\nElder note payable, 10% interest, due January 31, 2026 \n 1,500  \n 1,500 \n\nElder note Payable, 15% interest, due January 31, 2026 \n 76,477  \n 76,477 \n\nGriffith note Payable, 15% interest, due January 31, 2026 \n 250,000  \n 250,000 \n\nBanker note Payable, 15% interest, due January 31, 2026 \n 23,270  \n 42,500 \n\nRobles note Payable, 10% interest, due January 31, 2026 \n 37,500  \n 37,500 \n\nKitchner note payable, 15% interest, due January 2026 \n 100,000  \n - \n\nTotal Notes Payable \n$513,532  \n$432,762 \n\nLess discounts \n -  \n - \n\n  \n    \n   \n\nTotal Promissory notes, net of discount \n 513,532  \n 432,762 \n\n  \n    \n   \n\nLess current portion \n (513,532) \n (432,762)\n\n  \n    \n   \n\nTotal Promissory notes, net of discount - long term \n$-  \n$- \n\n \n\n*Cash\nCall, Inc.*\n\n \n\nOn\nMarch 19, 2018, the Company issued a promissory note to CashCall, Inc. for $75,000 of cash consideration. The note bears interest at\n94%. The Company also recorded a $7,500 debt discount due to origination fees due at the beginning of the note, which was fully amortized\nas of December 31, 2023. There was no activity during the years ended December 31, 2025 and 2024.\n\n \n\nF-19\n\n \n\n \n\nOn\nAugust 2, 2022, the Company and Cash Call settled for an aggregate principal of $23,641 payable in one lump sum or a series of 9 installments\nof $3,152. No payment was made under this settlement agreement during the years ended December 31, 2025 and 2024, respectively.\n\n \n\nAs\nof December 31, 2025 and 2024, the remaining principal balance was $24,785, respectively. The Company has not incurred any interest expense\nrelated to this promissory note during the year ended December 31, 2025 due to the agreed upon settlement amount.\n\n \n\n*Christopher\nElder*\n\n \n\nOn\nDecember 15, 2020, the Company entered into a promissory note pursuant to which the Company borrowed $126,477. Interest under the promissory\nnote in default is 18%, and the principal and all accrued but unpaid interest is due upon maturity.\n\n \n\nThere\nwas no activity during the years ended December 31, 2025 and 2024, respectively. The remaining principal balance was $76,477 as of both\nyears ended December 31, 2025 and 2024.\n\n \n\nThe\nCompany incurred approximately $11,472 of interest during the years ended December 31, 2025 and 2024, respectively. Accrued interest\nwas $57,915 and $46,443 as of December 31, 2025 and 2024, respectively.\n\n \n\n*Bobbie\nAllen Griffith*\n\n \n\nOn\nSeptember 5, 2023, the Company entered into a promissory note pursuant to which the Company borrowed $215,000. Interest under the promissory\nnote is 15% per annum, and the principal and all accrued but unpaid interest is due upon maturity.\n\n \n\nThe\nCompany repaid the note in full during the year ended December 31, 2023. During the year ended December 31, 2024, the Company was advanced\nanother $250,000, with interest on the new borrowing at 20% per annum. As of both December 31, 2025 and 2024, the remaining principal\nbalance was $250,000.\n\n \n\nThe\nCompany incurred approximately $82,250 and $50,000 of interest during the years ended December 31, 2025 and 2024, respectively. Accrued\ninterest was $132,250 and $82,250 as of December 31, 2025 and 2024, respectively.\n\n \n\n*George\nBanker*\n\n \n\nOn\nAugust 11, 2023, the Company entered into a promissory note pursuant to which the Company borrowed $150,000. Interest under the promissory\nnote is 15% per annum, and the principal and all accrued but unpaid interest was due on October 11, 2023. The note is in technical default\nas it is past maturity date and the Company failed to repay the outstanding principal and accrued interest.\n\n \n\nThe\nCompany incurred approximately $21,000\nand $22,500\nof interest during the years ended December 31, 2025 and 2024, respectively. Accrued interest was approximately $66,000\nand $45,000\nas of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the remaining principal balance was $23,270\nand $42,500,\nrespectively.\n\n \n\nThe\nCompany initially recognized a debt discount and stock payable on this note of $5,769 as of December 31, 2023. The Company incurred amortization\nexpense of debt discount on the note of $5,769 during the year ended December 31, 2023.\n\n \n\n*George\nRobles*\n\n \n\nOn\nSeptember 1, 2023, the Company entered into a promissory note pursuant to which the Company borrowed $100,000. Interest under the promissory\nnote is 5% per month with a default rate of 10% per month, and the principal and all accrued but unpaid interest was due upon maturity.\n\n \n\nF-20\n\n \n\n \n\nThe\nCompany incurred approximately $3,750 and $7,500 of interest during the years ended December 31, 2025 and 2024, respectively. Accrued\ninterest was $18,750 and $15,000 as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the remaining principal\nbalance was $37,500.\n\n \n\nThe\nCompany initially recognized a debt discount and stock payable on this note of $5,393 as of December 31, 2023. The Company incurred amortization\nexpense of debt discount on the note of $5,393 during the year ended December 31, 2023.\n\n \n\n*John\nKitchner*\n\n \n\nOn\nJanuary 31, 2025, the Company entered into a promissory note pursuant to which the Company borrowed $100,000. Interest under the promissory\nnote is 15% with a three-month maturity term. The note was due on May 1, 2025, and carried an effective interest rate of 60% per annum.\n\n \n\nThe\nCompany incurred approximately $78,000 of interest expense during the year ended December 31, 2025. Accrued interest was $78,000 as of\nDecember 31, 2025. As of December 31, 2025, the remaining principal balance was $100,000.\n\n \n\n**NOTE\n6 – CONVERTIBLE NOTES**\n\n \n\nConvertible\nnotes consisted of the following at December 31, 2025 and 2024:\n\n \n\nSCHEDULE OF CONVERTIBLE NOTES\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\n  \n   \n  \n\nMast Hill convertible note, 16% interest, due December 2025 \n -  \n 250,000 \n\nBlue Lake convertible note, 16% interest, due December 2025 \n -  \n 250,000 \n\nQuick Capital note #1, 12% interest, due December 2025 \n -  \n - \n\nQuick Capital note #2, 12% interest, due April 2026 \n 155,556  \n - \n\nQuick Capital note #3, 12% interest, due May 2026 \n 31,111  \n - \n\nLendspark Corporation note, due March 2026 \n 111,110  \n - \n\nVista Capital note #1, 12% interest, due March 2026 \n -  \n - \n\nVista Capital note #2, 12% interest, due September 2026 \n 110,000  \n - \n\nAuctus Fund note, 12% interest, due August 2026 \n 250,000  \n - \n\nCFI Capital note, 6% interest, due September 2026 \n 150,000  \n - \n\nJefferson Street note, 10% interest, due September 2026 \n 137,500  \n - \n\nCrom Structured Fund note, 10% interest, due September 2026 \n 137,500  \n - \n\nMast convertible note, Tranche 1, due November 2026 \n 3,573,333  \n - \n\nMast convertible note, Emerald Grove, due December 2026 \n 2,752,509  \n 2,780,000 \n\nCobra convertible note, 20% interest, due January 2026 \n 75,000  \n 125,000 \n\n  \n    \n   \n\nTotal convertible notes \n$7,483,619  \n$3,405,000 \n\nLess discounts \n (801,694) \n (303,000)\n\n  \n    \n   \n\nTotal convertible notes, net of discount \n 6,681,925  \n 3,102,000 \n\n  \n    \n   \n\nLess current portion \n (6,681,925) \n (600,000)\n\n  \n    \n   \n\nTotal convertible notes, net of discount - long term \n$-  \n$2,502,000 \n\n \n\n**Mast\nHill Fund, L.P (“Mast note”)**\n\n \n\nOn\nMarch 23, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $250,000 for net proceeds\nof $211,250, net of issuance costs of $13,750 and original issuance discount of $25,000. The interest rate under the convertible promissory\nnote in default is 16%, and the principal and all accrued but unpaid interest are due on March 23, 2023 but have been extended until\nthe third quarter of 2025. The note requires eight (8) mandatory monthly installments of $35,000 starting in July 2022.\n\n \n\nAdditionally,\nas an incentive to the note holder, the securities purchase agreement also provided for the issuance of 4,500 shares of common stock\nwith fair value of approximately $101,000, which were fully earned at issuance, and 6,875 warrants to purchase an equivalent number of\nshares of common stock at an exercise price of $40.00 and a term of five years. The note is convertible upon an event of default at the\nnoteholder’s option into shares of our common stock at a fixed conversion price of $17.50, subject to standard anti-dilutive rights\nand down round protection. The conversion price of the convertible debt and the strike price of the warrants should be adjusted to the\nnew effective conversion price following subsequent dilutive issuances.\n\n \n\nThe\nCompany initially recognized $219,832 of debt discount resulting from the original issue discount, the deferred financing costs, the\nfair value assigned to the commitment shares and the warrants. The balance of the unamortized debt discount was $0 as of both December\n31, 2025 and 2024.\n\n \n\nDuring\nthe year ended December 31, 2023, the Company converted approximately $133,096 of interest and premium into 33,297 shares of common stock.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company converted the entire remaining principal owed to Mast Hill Fund, plus default interest\nin the amount of $26,307, into 63,293 common shares of the Company’s stock using the conversion price of $3.00. The difference\nbetween the conversion price and the Company’s fair value of common stock at the time of conversion was recorded as a loss on settlement\nof debt in the accompanying consolidated statements of operations for the year ended December 31, 2025. The principal balance owed to\nMast Hill Fund was $- and $250,000 as of December 31, 2025 and 2024, respectively.\n\n \n\nF-21\n\n \n\n \n\n**Blue\nLake Partners LLC (“Blue Lake note”)**\n\n \n\nOn\nMarch 28, 2022, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $250,000 for net proceeds\nof $211,250, net of issuance costs of $13,750 and original issuance discount of $25,000. The interest rate under the convertible promissory\nnote in default is 16%, and the principal and all accrued but unpaid interest were due on March 28, 2023. The note requires eight (8)\nmandatory monthly installments of $35,000 starting in July 2022. Additionally, as an incentive to the note holder, the securities purchase\nagreement provided for the issuance of 4,500 shares of common stock with fair value of approximately $101,000, which were fully earned\nat issuance, and 6,875 warrants for the purchase of an equivalent number of shares of common stock at an exercise price of $40.00 and\na term of five years.\n\n \n\nThe\nnote is convertible upon an event of default at the noteholder’s option into shares of our common stock at a fixed conversion price\nof $17.50, subject to standard anti-dilutive rights and down round provisions. With the issuance of a variable rate transaction with\nany new investor, the conversion price of the convertible debt and the strike price of the warrants should be adjusted down to the new\neffective conversion price.\n\n \n\nThe\nCompany initially recognized $219,607 of debt discount resulting from the original issue discount, the deferred financing costs, the\nfair value assigned to the commitment shares and the warrants. The balance of the unamortized debt discount was $0 as of both December\n31, 2025 and 2024.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company converted the entire remaining principal owed to Blue Lake, plus accrued interest for a\ntotal amount of $175,809, into 50,231 common shares of the Company’s stock using the conversion price of $3.50. The difference\nbetween the conversion price and the Company’s fair value of common stock at the time of conversion was recorded as a loss on settlement\nof debt in the accompanying consolidated statements of operations for the year ended December 31, 2025. The principal balance owed on\nthe Blue Lake note was $- and $250,000 as of December 31, 2025 and 2024, respectively.\n\n \n\n**Mast\nEmerald Grove convertible note payable (“Mast Emerald Grove note”)**\n\n \n\nIn\nDecember 2024, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $3,127,500 for net proceeds\nof $2,502,000, net of issuance costs of $625,500. Interest under the convertible promissory note is 12% per year and a default coupon\nof 16%.\n\n \n\nThe\nmaturity date of the note is December 17, 2026. At any time after issuance, the note is convertible into shares of our common stock at\nthe greater of a fixed conversion rate or discount to the market price.\n\n \n\nThe\nCompany initially recognized $625,500 of debt discount resulting from the original issue discount and the deferred financing costs. The\nCompany amortized $329,114 and $0 through interest expenses during the years ended December 31, 2025 and 2024, respectively. The balance\nof the unamortized debt discount was $296,386 and $625,500 as of December 31, 2025 and 2024, respectively.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company converted $703,907 into 127,983 common shares of the Company’s stock using a conversion\nprice of $5.50. The converted debt amount consisted of $373,241 of note balance principal, $328,916 of accrued interest and $1,750 in\nlegal fees. The difference between the conversion price and the Company’s fair value of common stock at the time of conversion\nwas recorded as a loss on settlement of debt in the accompanying consolidated statements of operations for the year ended December 31,\n2025. The principal balance owed on the Mast Emerald Grove note was $2,456,123 and $2,502,000 as of December 31, 2025 and 2024, respectively.\n\n \n\nF-22\n\n \n\n** **\n\n**Mast\nHill LP Convertible Note – Tranche 1 (“Mast Tranche 1”)**\n\n \n\nIn\nNovember 2025, the Company issued a convertible promissory note, Tranche 1, pursuant to which it borrowed gross proceeds of $3,573,333\nfor net proceeds of $3,051,000, net of issuance costs of $522,333. Interest under the convertible promissory note is 12% per year and\na default coupon of 16%.\n\n \n\nThe\nmaturity date of the note is November 17, 2026. At any time after issuance, the note is convertible into shares of our common stock at\nthe greater of a fixed conversion rate or discount to the market price.\n\n \n\nThe\nCompany initially recognized $522,333 of debt discount resulting from the original issue discount and the deferred financing costs. The\nCompany amortized $94,344 through interest expenses during the year ended December 31, 2025. The balance of the unamortized debt discount\nwas $427,989 as of December 31, 2025.\n\n \n\n**Cobra\n(“Cobra convertible note”)**\n\n \n\nIn\nAugust 2024, the Company issued a convertible promissory note pursuant to which it borrowed gross proceeds of $125,000 for net proceeds\nof $100,000, net of issuance costs of $25,000.\n\n \n\nThe\noriginal maturity date of the note was February 28, 2025, but the Company has been cooperating with the lender to make progress payments\nand avoid additional default terms. At any time after default, the note is convertible into shares of our common stock at a conversion\nrate with a discount to the market price.\n\n \n\nThe\nCompany initially recognized $25,000 of debt discount resulting from the original issue discount and the deferred financing costs. The\nCompany amortized $25,000 through interest expenses during the year ended December 31, 2025. The balance of the unamortized debt discount\nwas $0 and $25,000 as of December 31, 2025 and 2024, respectively.\n\n \n\nThe\nbalance of the Cobra convertible note was $75,000 and $100,000 as of December 31, 2025 and 2024, respectively.\n\n \n\n**Quick\nCapital, LLC (“Quick Capital Notes”)**\n\n** **\n\nOn\nMarch 13, 2025, July 16, 2025, and August 18, 2025, the Company issued to Quick Capital LLC (“Quick Capital”), a Wyoming\nlimited liability company, convertible promissory notes for the principal amounts of a $250,000, $155,555.56 and $31,111.11, respectively,\nfor an aggregate principal amount of $436,666.67 (each a “Note” and collectively the “Notes”). Each Note was\nissued pursuant to a Note Purchase Agreement dated therewith. The Company received an aggregate of $347,100 gross proceeds from the sale\nof the Notes, after deductions for original issue discounts from 10% to 20%, broker fees of $8,400, and lender legal fees from $2,500\nto $5,000.\n\n \n\nThe\nprincipal amount of the Notes (together with accrued interest) mature nine (9) months from issuance. The Notes bear a guaranteed interest\nat a rate of 12%. Upon an event of a default under a Note (as more fully described in the Notes), the Notes shall accrue interest at\nannual rate of the lesser of 24% or maximum rate allowed by law. The Note issued in March (Quick Capital Note 1) is due on December 13,\n2025, and has total aggregate repayments due of $280,000. The Note issued in July (Quick Capital Note 2) is due on April 16, 2026, and\nhas total aggregate repayments due of $174,222. The Note issued in August (Quick Capital Note 3) is due on May 18, 2026, and has total\naggregate repayments due of $34,844.\n\n \n\nThe\nNotes are convertible at the holder’s option at any time after 180 days from issuance or upon event of default, into shares of\nthe Company’s Common Stock at a conversion price equal to $5.50 per share, or in the case of event of default, at a price equal\nto the lower of $5.50 or 65% of the lowest trading price for the proceeding 20 days prior to conversion. Additionally, as an incentive\nto Quick Capital, the Notes contain securities purchase agreements which provided for the issuance of 9,900 shares of common stock with\na fair value of approximately $83,000, which were fully earned at issuance, and 33,333 warrants for the purchase of an equivalent number\nof shares of common stock at an exercise price of $7.50 and a term of five years.\n\n \n\nDuring\nOctober and November 2025, the Company converted the entire principal and accrued interest balance on Quick Capital Note 1 for a total\namount of $176,658, into 40,484 common shares of the Company’s stock using the conversion prices of $4.75 and $4.25. The difference\nbetween the conversion price and the Company’s fair value of common stock at the time of conversion was recorded as a loss on settlement\nof debt in the accompanying consolidated statements of operations for the year ended December 31, 2025.\n\n \n\nThe\nbalance owed to Quick Capital on Note 2 and Note 3 was $175,576 as of December 31, 2025.\n\n \n\nThe\nCompany initially recognized $89,567 of debt discount resulting from the original issue discounts, the deferred financing costs, and\nthe fair value assigned to the commitment shares and the warrants. The balance of the unamortized debt discount on the outstanding Notes\nwas $11,100 as of December 31, 2025.\n\n \n\n**Lendspark\nCorporation (“Lendspark Note”)**\n\n** **\n\nOn\nJune 10, 2025, the Company issued Lendspark a convertible promissory note pursuant to which it borrowed gross proceeds of $140,000 for\nnet proceeds of $100,000, net of issuance costs of $40,000. The principal amount of the Lendspark Note (together with the amortized discount\nof $40,000) is due nine (9) months from issuance. Upon an event of a default (as more fully described in the Lendspark Note), the outstanding\nbalance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of the event of default and\ndefault interest of 18% of the outstanding balance per annum shall accrue. If there is no event of default, the Lendspark Note shall\nnot be charged interest, other than the $40,000 original issue discount. The Lendspark Note requires thirty-six (36) weekly payments\nof $3,889 starting in June 2025.\n\n \n\nThe\nLendspark Note is convertible at the holder’s option at any time after the issue date, into shares of the Company’s Common\nStock at a conversion price equal to $5.00 per share.\n\n \n\nThe\nCompany initially recognized $40,000 of debt discount resulting from the original issue discount. The Company amortized $28,000 through\ninterest expenses during the year ended December 31, 2025. The balance of the unamortized debt discount was $12,000 as of December 31,\n2025. Interest expense charged to the Lendspark Note, including the amortization of discount amounted to $63,114 during the year ended\nDecember 31, 2025.\n\n \n\nThe\nbalance of the Lendspark Note was $100,891 as of December 31, 2025.\n\n \n\nOn\nJune 12, 2025, the Company entered into a Consulting Agreement with Lendspark, in order for Lendspark to provide consulting related to\nthe development, financing and operations of the Company’s business. The arrangement is an equity compensation agreement, where\nthe Company shall pay Lendspark in common stock, where the amounts of shares issued is calculated as $35,000 divided by the average of\nthe ten (10) lowest closing prices of the ILAL Common Stock of the trading days during the applicable payment period.\n\n \n\nF-23\n\n \n\n \n\n**Vista\nCapital Investments, LLC (“Vista Capital Notes”)**\n\n** **\n\n*Vista\nCapital Note #1*\n\n** **\n\nOn\nMarch 11, 2025, the Company issued Vista Capital a convertible promissory note, pursuant to which it borrowed gross proceeds of $110,000\nfor net proceeds of $94,000, net of issuance costs of $16,000. The note contains a one-time interest charge of 12%, due at maturity.\nThe principal amount of the note, together with the interest is due twelve (12) months from issuance. Upon an event of a default (as\nmore fully described in the Vista Capital Note #1), the outstanding balance shall immediately increase to 125% of the outstanding balance\nimmediately prior to the occurrence of the event of default\n\n \n\nThe\nnote is convertible at the holder’s option at any time after the issue date, into shares of the Company’s Common Stock at\na conversion price equal to $17.50 per share. Additionally, as an incentive to the holder, the note contains a securities purchase agreement\nwhich provided for the issuance of 3,056 warrants for the purchase of an equivalent number of shares of common stock at an exercise price\nof $40.00 and a term of five years.\n\n \n\nDuring\nthe fourth quarter of 2025, the Company converted the entire principal and accrued interest balance on Vista Capital Note 1 for a total\namount of $123,200, into 24,640 common shares of the Company’s stock using the conversion price of $5.00. The difference between\nthe conversion price and the Company’s fair value of common stock at the time of conversion was recorded as a loss on settlement\nof debt in the accompanying consolidated statements of operations for the year ended December 31, 2025.\n\n \n\nThe\nCompany initially recognized $16,000 of debt discount resulting from the original issue discount and deferred financing costs, which\nwas fully amortized through interest expenses during the year ended December 31, 2025.\n\n \n\nInterest\nexpenses, including the amortization of discount amounted to $29,200 during the year ended December 31, 2025.\n\n \n\n*Vista\nCapital Note #2*\n\n** **\n\nOn\nSeptember 12, 2025, the Company issued Vista Capital a convertible promissory note, pursuant to which it borrowed gross proceeds of $110,000\nfor net proceeds of $94,000, net of issuance costs of $16,000. The note contains a one-time interest charge of 12% due at maturity. The\nprincipal amount of the note, together with the interest is due twelve (12) months from issuance. Upon an event of a default (as more\nfully described in the Vista Capital Note #2), the outstanding balance shall immediately increase to 125% of the outstanding balance\nimmediately prior to the occurrence of the event of default and default interest of 18% of the outstanding balance per annum shall accrue.\n\n \n\nThe\nnote is convertible at the holder’s option at any time after the issue date, into shares of the Company’s Common Stock at\na conversion price equal to $5.00 per share. Additionally, as an incentive to the holder, the note contains a securities purchase agreement\nwhich provided for the issuance of 3,000 warrants for the purchase of an equivalent number of shares of common stock at an exercise price\nof $50.00 and a term of five years.\n\n \n\nThe\nCompany initially recognized $16,000 of debt discount resulting from the original issue discount and deferred financing costs. The Company\namortized $4,000 through interest expenses during the year ended December 31, 2025. The balance of the unamortized debt discount was\n$12,000 as of December 31, 2025. Interest expenses, including the amortization of discount amounted to $17,200 during the year ended\nDecember 31, 2025.\n\n \n\nThe\nbalance of the Vista Capital Note #2 was $98,000 as of December 31, 2025.\n\n \n\nF-24\n\n \n\n** **\n\n**Auctus\nFund, LLC (“Auctus Note”)**\n\n** **\n\nOn\nAugust 6, 2025, the Company issued a promissory note with a convertible feature to Auctus Fund, pursuant to which it borrowed gross proceeds\nof $250,000 for net proceeds of $241,000, net of issuance costs for legal and management fees of $9,000. Interest under the Auctus Note\nis 12% per year and the principal amount of the note (together with accrued interest) is due twelve (12) months from issuance. Upon an\nevent of a default (as more fully described in the Auctus Note), the Auctus Note shall accrue interest at annual rate of the lesser of\n22% or maximum rate allowed by law.\n\n \n\nThe\nAuctus Note is convertible at the holder’s option at any time after 90 days from issuance, into shares of the Company’s Common\nStock at a conversion price equal to $5.00 per share, or at 75% of the volume-weighted average price during the five trading days immediately\npreceding the conversion date. Additionally, as an incentive to the holder, the Auctus Note contains a securities purchase agreement\nwhich provided for the issuance of 10,000 warrants for the purchase of an equivalent number of shares of common stock at an exercise\nprice of $12.50 and a term of five years.\n\n \n\nThe\nCompany initially recognized $9,000 of debt discount resulting from the deferred financing and legal costs. The Company amortized $4,000\nthrough interest expenses during the year ended December 31, 2025. The balance of the unamortized debt discount was $5,000 as of December\n31, 2025. Interest expenses, including the amortization of discount amounted to $16,000 during the year ended December 31, 2025.\n\n \n\nThe\nbalance of the Auctus Note was $245,000 as of December 31, 2025.\n\n \n\n**CFI\nCapital LLC (“CFI Capital Note”)**\n\n** **\n\nOn\nSeptember 18, 2025, the Company issued CFI Capital a convertible redeemable note pursuant to which it borrowed gross proceeds of $150,000\nfor net proceeds of $130,000, net of issuance costs of $20,000. Interest under the convertible note is 6% per year and the principal\namount of the note (together with accrued interest) is due twelve (12) months from issuance, on September 18, 2026. The note is convertible\nat the holder’s option at any time after 180 days from issuance or upon event of default, into shares of the Company’s Common\nStock at a conversion price equal to 60% of the lowest trading price for the proceeding 20 days prior to conversion.\n\n \n\nThe\nCompany initially recognized $20,000 of debt discount resulting from the original issue discount and the deferred financing costs. The\nCompany amortized $7,000 through interest expenses during the year ended December 31, 2025. The balance of the unamortized debt discount\nwas $13,000 as of December 31, 2025. Interest expenses, including the amortization of discount amounted to $9,700 during the year ended\nDecember 31, 2025.\n\n \n\nThe\nbalance of the CFI Capital Note was $137,000 as of December 31, 2025.\n\n \n\n**Jefferson\nStreet Capital, LLC (“Jefferson Note”)**\n\n** **\n\nOn\nSeptember 24, 2025, the Company issued a promissory note with a convertible feature, pursuant to which it borrowed gross proceeds of\n$137,500 for net proceeds of $120,000, net of issue discount and legal fees of $17,500. Interest under the Jefferson Note is 10% per\nyear and the principal amount of the note (together with accrued interest) is due twelve (12) months from issuance, on September 24,\n2026. Upon an event of a default (as more fully described in the Jefferson Note), the Jefferson Note shall accrue interest at annual\nrate of the lesser of 18% or maximum rate allowed by law.\n\n \n\nThe\nJefferson Note is convertible at the holder’s option at any time after the issue date, into shares of the Company’s Common\nStock at a conversion price equal to $7.50 per share, or at 75% of the lowest trading price for the proceeding 15 days prior to conversion.\nAdditionally, as an incentive to the holder, the Jefferson Note contains a securities purchase agreement which provided for the issuance of\n9,167 warrants for the purchase of an equivalent number of shares of common stock at an exercise price of $15.00 and a term of five years.\n\n \n\nF-25\n\n \n\n \n\nThe\nCompany initially recognized $17,500 of debt discount resulting from the original issue discount and the deferred financing costs. The\nCompany amortized $4,500 through interest expenses during the year ended December 31, 2025. The balance of the unamortized debt discount\nwas $13,000 as of December 31, 2025. Interest expenses, including the amortization of discount amounted to $18,250 during the year ended\nDecember 31, 2025.\n\n \n\nThe\nbalance of the Jefferson Note was $124,500 as of December 31, 2025.\n\n \n\n**Crom\nStructured Opportunities Fund I, LP (“Crom Note”)**\n\n** **\n\nOn\nSeptember 24, 2025, the Company issued a promissory note with a convertible feature, pursuant to which it borrowed gross proceeds of\n$137,500 for net proceeds of $120,000, net of issue discount and legal fees of $17,500. Interest under the Crom Note is 10% per year\nand the principal amount of the note (together with accrued interest) is due twelve (12) months from issuance, on September 24, 2026.\nUpon an event of a default (as more fully described in the Crom Note), the Crom Note shall accrue interest at annual rate of the lesser\nof 18% or maximum rate allowed by law.\n\n \n\nThe Crom Note is convertible at the\nholder’s option at any time after the issue date, into shares of the Company’s Common Stock at a conversion price equal\nto $7.50\nper share, or at 75%\nof the lowest trading price for the proceeding 15 days prior to conversion. Additionally, as an incentive to the holder, the Crom\nNote contains a securities purchase agreement which provided for the issuance of 9,167\nwarrants for the purchase of an equivalent number of shares of common stock at an exercise price of $15.00\nand a term of five\nyears.\n\n \n\nThe\nCompany initially recognized $17,500 of debt discount resulting from the original issue discount and the deferred financing costs. The\nCompany amortized $4,500 through interest expenses during the year ended December 31, 2025. The balance of the unamortized debt discount\nwas $13,000 as of December 31, 2025. Interest expenses, including the amortization of discount amounted to $18,250 during the year ended\nDecember 31, 2025.\n\n \n\nThe\nbalance of the Crom Note was $124,500 as of December 31, 2025.\n\n** **\n\n**NOTE\n7 – PROMISSORY NOTES – RELATED PARTIES**\n\n \n\nRelated\nparty promissory notes consisted of the following at December 31, 2025 and 2024:\n\n SCHEDULE OF RELATED PARTY PROMISSORY NOTES\n\n  \nDecember 31, 2025  \nDecember 31, 2024 \n\nLisa Landau – On demand \n 586,567  \n 347,374 \n\nTotal related party promissory notes, current \n$586,567  \n$347,374 \n\n \n\n**Lisa\nLandau**\n\n \n\nLisa\nLandau is a relative of the Company’s Chief Financial Officer. During the years ended December 31, 2025 and 2024, Ms. Landau advanced\nfunds to the Company for general corporate expenses and paid directly towards certain promissory notes.\n\n \n\nThe\nbalance owed was $586,567\nand $347,374\nas of December 31, 2025 and 2024, respectively. The advances are due on demand and accrue interest at 20%\nper annum.\n\n \n\nF-26\n\n \n\n \n\n**NOTE\n8 – COMMITMENTS AND CONTINGENCIES**\n\n \n\n*Commitment\nto Purchase Land (Valle Divino)*\n\n \n\nThe\nland project consisting of 20 acres to be acquired from Baja Residents Club (a Company controlled by our chairman of the board Roberto\nValdes) and developed into Valle Divino resort in Ensenada, Baja California, the acquisition of title to the land for this project is\nsubject to approval from the Mexican government in Baja, California. Although management believes that the transfer of title to the land\nwill be approved before the end of the Company fiscal year end 2025, there is no assurance that such transfer of title will be approved\nin that time frame or at all. The Company has promised to transfer title to the plots of land to the investors who have invested in the\nCompany once the Company receives an approval of change in transfer of title to the Company through a Fideicomiso.\n\n \n\n*Land\npurchase- Plaza Bajamar.*\n\n \n\nDuring\n2019, the Company entered into a definitive Land Purchase Agreement with Valdeland, S.A. de C.V., a Company controlled by our chairman\nof the board Roberto Valdes, to acquire approximately one acre of land with plans and permits to build 34 units at the Bajamar Ocean\nFront Golf Resort located in Ensenada, Baja California. Pursuant to the terms of the Agreement, the total purchase price is $1,000,000,\npayable in a combination of a new series of preferred stock (with a stated value of $600,000), 5,000 shares of common stock, a promissory\nnote in the amount of $150,000, and an initial construction budget of $150,000 payable upon closing. The closing is subject to obtaining\nthe necessary approval by the City of Ensenada and transfer of title, which includes the formation of a wholly owned Mexican subsidiary.\nAs of December 31, 2025 and 2024, the agreement has not yet closed.\n\n \n\nThe\ntotal budget was established at approximately $1,556,000, inclusive of lots construction, of which approximately $995,747 has been paid,\nleaving a firm commitment of approximately $560,250 as of both December 31, 2025 and 2024.\n\n \n\n*Commitment\nto Sell Land (IntegraGreen)*\n\n \n\nDuring\n2019, the Company entered into a contract for deed agreement “Agreement” with IntegraGreen whose principal, Christopher Elder,\nis also a creditor. Under the agreement the Company agreed to the sale of 20 acres of vacant land and associated improvements located\nat the Emerald Grove property in Hemet, California for a total purchase price of $630,000, $63,000 was paid upon execution and the balance\nis payable in a balloon payment on October 1, 2026, with interest only payments due on the 1st of each month beginning April 1, 2020.\nDuring the duration of the Agreement the Company retains title and is allowed to encumber the property with a mortgage at its discretion,\nhowever IntegraGreen has the right to use the property. The Company may also evict IntegraGreen from the premises in the case of default\nunder the agreement.\n\n \n\nThe\nCompany has fully impaired the carrying balance of its account receivable owed by IntegraGreen in a prior reporting period.\n\n \n\n*Oasis\nPark Resort construction budget*\n\n \n\nDuring\n2021, the Company engaged a general contractor to complete phase I of the project including the two-mile access road and the community\nentrance structure. The contractor also commenced phase II construction including the waterfront clubhouse, casitas, and model homes.\nThe total budget was established at approximately $512,000, of which approximately $118,600 has been paid, leaving a firm commitment\nof approximately $393,400 as of December 31, 2025 and 2024.\n\n \n\nF-27\n\n \n\n \n\n*Litigation\nCosts and Contingencies*\n\n \n\nFrom\ntime to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.\nLitigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may\nharm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate,\na material adverse effect on our business, financial condition, or operating results.\n\n \n\n**NOTE\n9 – STOCKHOLDERS’ EQUITY (DEFICIT)**\n\n \n\nThe\nCompany’s equity at December 31, 2025, consisted of 250,000,000\nauthorized common shares and 2,010,000\nauthorized preferred shares, all with a par value of $0.001\nper share. As of December\n31, 2025, there were 2,666,311\nshares issued and 2,606,311\nshares outstanding. As\nof December 31, 2024, there were 1,952,054\nshares issued and 1,892,054\nshares outstanding.\n\n \n\nAs\nof December 31, 2025, there were 117,000 shares of Series A Preferred Stock issued and outstanding, 1,000 shares of Series B Preferred\nStock issued and outstanding, 3,316 shares of Series C Preferred Stock issued and outstanding and 17,000 of Series D Preferred Stock\nissued and outstanding.\n\n \n\nAs\nof December 31, 2024, there were 117,000 shares of Series A Preferred Stock issued and outstanding, 1,000 shares of Series B Preferred\nStock issued and outstanding, 3,100 shares of Series C Preferred Stock issued and outstanding and 17,000 of Series D Preferred Stock\nissued and outstanding.\n\n \n\n**Equity\nIncentive Plans**\n\n \n\n*2024\nEquity Incentive Plan*\n\n \n\nOn\nNovember 29, 2024, the Company’s board of directors approved the 2024 equity incentive plan (the “2024 Plan”). The\n2024 Plan enables the Company’s board of directors to provide equity-based incentives through grants of awards to the Company’s\npresent and future employees, directors, consultants, and other third-party service providers. The Company has reserved a total of 300,000\nshares of the Company’s common stock for issuance under the 2024 Plan. The Company had 60,000 options issued and outstanding under\nthe 2024 Plan as of December 31, 2025.\n\n \n\n*2022\nEquity Incentive Plan*\n\n \n\nOn\nDecember 1, 2022, the Company’s Board of Directors approved a 2022 Equity Incentive Plan (the “2022 Plan”). The 2022\nPlan enables the Company’s board of directors to provide equity-based incentives through grants of awards to the Company’s\npresent and future employees, directors, consultants, and other third-party service providers. The Company has reserved a total of 100,000\nshares of the Company’s common stock to be available under the 2022 Plan. The Company had 43,000 options issued and outstanding\nas of December 31, 2025 and 2024.\n\n \n\n*2020\nEquity Incentive Plan*\n\n \n\nOn\nAugust 26, 2020, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020\nPlan enables the Company’s board of directors to provide equity-based incentives through grants of awards to the Company’s\npresent and future employees, directors, consultants, and other third-party service providers. The Company had reserved a total of 60,000\nshares of the Company’s common stock to be available under the 2020 Plan. The Company had no options issued and outstanding under\nthe 2020 Plan as of December 31, 2025.\n\n \n\n*2019\nEquity Incentive Plan*\n\n \n\nOn\nFebruary 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order\nfor the 2019 Plan to grant “qualified stock options” to employees, it required approval by the Corporation’s shareholders\nwithin 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted\nunder the 2019 Plan prior to shareholder approval will be “non-qualified”. The Company has reserved a total of 60,000 shares\nof the Company’s common stock to be available under the 2019 Plan. The Company has a total of 43,000 options issued and outstanding\nunder the 2019 Plan as of December 31, 2025 and 2024.\n\n \n\n**Activity\nduring the year ended December 31, 2025**\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 284,355 shares of common stock pursuant to consulting agreements.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 306,631 shares of common stock pursuant to the conversion of convertible notes payable.\n\n \n\nF-28\n\n \n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 24,800 shares of common stock pursuant to the exercise of warrants.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 9,900 shares of common stock pursuant to an inducement agreement on convertible\nnotes.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 88,571 shares of common stock pursuant to a conversion of Series C Preferred Stock.\n\n \n\n**Activity\nduring the year ended December 31, 2024**\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 154,052 shares of common stock pursuant to consulting agreements for a total fair\nvalue of approximately $559,919.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 24,476 shares of common stock pursuant to the conversion of convertible notes payable.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 49,697 shares of common stock pursuant to an exercise of warrants.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 91,000 shares of common stock pursuant to a promissory note agreement. The shares\nwere valued at $197,415.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 7,747 shares of common stock pursuant to a stock dividend arrangement for Series\nC Preferred Stock.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 41,920 shares of common stock pursuant to a stock dividend arrangement for Series\nD Preferred Stock.\n\n \n\nPreferred\nStock\n\n \n\nDuring\n2019, the Company authorized and issued 1,000 shares of Series B Preferred Stock (“Series B”) and 7,000 shares of common\nstock to CleanSpark Inc. in a private equity offering for $500,000. Management determined that the Series B should not be classified\nas liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2022, even though the conversion would\nrequire the issuance of variable number of shares since such obligation is not unconditional. As of December 31, 2022, and 2021, Management\nrecorded the value attributable to the Series B of $293,500 as temporary equity on the consolidated balance sheets since the instrument\nis contingently redeemable at the option of the holder. The Company recognized the beneficial conversion feature (“BCF”)\nthat arises from a contingent conversion feature, since the instrument reached maturity during the year ended December 31, 2020. The\nCompany recognized such BCF as a discount on the convertible preferred stock. The amortization of the discount created by a BCF recognized\nas a result of the resolution of the contingency is treated as a deemed dividend that reduced net income in arriving at income available\nto common stockholders. The holder can convert the Series B into shares of common stock at a discount of 35% to the market price.\n\n \n\nThe\nterms and conditions of the Series B include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12% per\nannum of the face amount of the Series B. The Company has recognized $1,212,822 and $1,022,822 of deemed dividends on Series B as of\nDecember 31, 2025 and 2024, respectively. The recognition of the in-kind accrual was reported in Additional Paid In Capital on the Company’s\nconsolidated balance sheets.\n\n \n\nF-29\n\n \n\n \n\nThe\nSecurities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum upon each\noccurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to\nthe market price should be further increased by an additional 10% upon each occurrence of an event of default. At the date of their Annual\nReport, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the\nconversion feature and additional accrual rate. Management has recorded for this additional default and interest expense as noted in\nthe previous paragraph. The Company has not been served with any notice of default stating the specific default events but will continue\nto accrue the additional default interest until the matter is resolved. As of the date of the filing of this Annual Report, the parties\nare cooperating to resolve this matter. The Company did not issue any shares of Series B preferred stock during the years ended December\n31, 2025 and 2024.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 89,000 shares of Series A preferred stock pursuant to the conversion of the note\npayable to IRED for $8,900,000. The total principal balance along with accrued interest of $556,250 has been converted. The Company did\nnot issue any shares of Series A preferred stock during the year ended December 31, 2025.\n\n \n\nOn\nSeptember 2, 2023, the Company authorized and issued 10,000 and 3,100 shares, respectively, of Series C Preferred Stock (“Series\nC”) to Bigger Capital Fund, LP in a private equity offering for $310,000. Management determined that the Series C should not be\nclassified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2024, even though the conversion\nwould require the issuance of variable number of shares since such obligation is not unconditional. As of December 31, 2024, Company\nmanagement recorded the value attributable to the Series C of $310,000 as temporary equity on the consolidated balance sheets since the\ninstrument is contingently redeemable at the option of the holder. The Company recognized the beneficial conversion feature (“BCF”)\nthat arises from a contingent conversion feature. The Company recognized such BCF as a discount on the convertible preferred stock. The\ndiscount created by a BCF recognized as a result of the resolution of the contingency is treated as a deemed dividend. The holder can\nconvert the Series C into shares of common stock at a variable discount to the market price.\n\n \n\nThe\nterms and conditions of the Series C include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12% per\nannum of the face amount of the Series C. The Company recognized a deemed dividend of $60,003 based on a discount to the purchase price\non the Series C during the year ended December 31, 2023. The recognition of the in-kind accrual was reported in Additional Paid In Capital\non the Company’s consolidated balance sheets. During the year ended December 31, 2024, the Company issued 1,897 shares of common\nstock pursuant to the stock dividend terms in the agreement.\n\n \n\nThe\nSecurities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by 8% per annum upon each\noccurrence of an event of default.\n\n \n\nConcurrently\nwith this SPA, the Company entered into a Warrant Inducement Agreement (“Inducement”). Previously, on July 26, 2021, the\nCompany entered into a Warrant Purchase Agreement with Bigger Capital Fund, LP where the Company issued common stock purchase warrants\nat an exercise price of $34.00 (the “Existing Warrants”). As further consideration for Bigger Capital Fund, LP agreeing to\nenter in the Series C Preferred Stock Securities Purchase Agreement (the “New Purchase Agreement”), the Company offered an\nadditional 24,800 Warrant Shares, and (b) a reduction of the exercise price of the Existing Warrants to $3.50 per Warrant Share. As such,\nupon accepting this offer, the terms to the Existing Warrant issued pursuant to the Inducement have been amended and restated to refer\nto 54,800 Warrant Shares in the aggregate and all Existing Warrants issued pursuant to the Inducement will have an updated exercise price\nper share of $3.50.\n\n \n\nF-30\n\n \n\n \n\nOn\nJuly 29, 2025, Bigger Capital Fund, LP exercised the 24,800 Warrants and converted their 3,100 shares of Series C preferred stock purchased\nfor $310,000 into 88,571 shares of the Company’s common stock, using the conversion price of $3.50 per share.\n\n \n\nOn\nOctober 6, 2025, the Company issued 3,316 shares of Series C to Bigger Capital Fund, LP in a private equity offering for $331,523, comprised\nof $250,000 in cash received and $81,526 of a deemed dividend on the prior Series C Stock offering. Management determined that the Series\nC should not be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2025, even\nthough the conversion would require the issuance of variable number of shares since such obligation is not unconditional. As of December\n31, 2025, Company management recorded the value attributable to the Series C of $331,523 as temporary equity on the consolidated balance\nsheets since the instrument is contingently redeemable at the option of the holder. The Company recognized the beneficial conversion\nfeature (“BCF”) that arises from a contingent conversion feature. The Company recognized such BCF as a discount on the convertible\npreferred stock. The discount created by a BCF recognized as a result of the resolution of the contingency is treated as a deemed dividend.\nThe holder can convert the Series C into shares of common stock at a variable discount to the market price. The terms and conditions\nof the Series C include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12% per annum of the face amount\nof the Series C.\n\n \n\nThe\nCompany recognized a deemed dividend of $81,526 based on a discount to the purchase price on the Series C during the year ended December\n31, 2025. The recognition of the in-kind accrual was reported in Additional Paid In Capital on the Company’s consolidated balance\nsheets.\n\n \n\nIn\nOctober 2023, the Company filed and adopted a Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred\nStock (the “Certificate of Designations”) with the Wyoming Secretary of State, authorizing the issuance of up to 20,000 shares\nof Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), each having a stated\nvalue equal to $100.00 (the “Stated Value”). The Series D Preferred Stock has no stated maturity and is subject to a mandatory\nredemption at 110% of the Stated Value, plus all unpaid dividends in respect of such share (the “Additional Amount”) thereon.\n\n \n\nThe\nSeries D Preferred Stock ranks senior with respect to the preferences as to dividends, distributions and payments upon the liquidation,\ndissolution and winding up of the Company to all other shares of capital stock of the Company, including all other outstanding shares\nof preferred stock as of the filing date of the Certificate of Designations, except, however, the Series D Preferred Stock is subordinate\nto the series of preferred stock of the Company designated as “Series C Convertible Preferred Stock.” The Company shall be\npermitted to issue capital stock, including preferred stock, that is junior in rank to the Series D Preferred Stock with respect to the\npreferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.\n\n \n\nHolders\nof shares of Series D Preferred Stock are entitled to receive, on each dividend payment date, (i) cumulative cash dividends on each share\nof Series D Preferred Stock, on a quarterly basis, at a rate of 12% per annum of the Stated Value, plus the Additional Amount thereon,\nand (ii) dividends in the form of shares of common stock on each share of Series D Preferred Stock, on a quarterly basis, at a rate of\n8% per annum on the Stated Value.\n\n \n\nAt\nany time after the earlier of (i) a Qualified Offering (as defined below) or (ii) the date that is 18 months from the date the first\nshare of Series D Preferred Stock is issued to any holder thereof, each holder of Series D Preferred Stock shall be entitled to convert\nany portion of the outstanding Series D Preferred Stock, including any Additional Amount, held by such holder into shares of common stock\nat the Conversion Price (as defined below) by following the mechanics of conversion set forth in the Certificate of Designations.\n\n \n\nThe\namount of shares of common stock issuable upon a conversion for each Series D Preferred Stock shall be the Stated Value of such share\nplus the Additional Amount divided by the Conversion Price (as defined below). The “Conversion Price” for each Series D Preferred\nStock is, the lower of the price per share at which a Qualified Offering (as defined below) is made (the “Qualified Offering Price”)\nor 80% of the average of the closing sale price for the 10 consecutive trading days immediately preceding, but not including, the effective\ndate of the applicable conversion notice. A “Qualified Offering” means an offering of common stock (or units consisting of\ncommon stock and warrants to purchase common stock) resulting in the listing for trading of the common stock on the NYSE American, the\nNasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to\nany of the foregoing).\n\n \n\nF-31\n\n \n\n \n\nDuring\nthe year ended December 31, 2023, the Company converted $1,414,338\nof principal and $171,825\nof interest payable due to Six Twenty Management LLC into 17,000\nshares of Series D Convertible Preferred Stock. During the year ended December 31, 2025, the Company paid a dividend of $24,500 on\nthe Series D Preferred Stock. There was no activity during the year ended December 31, 2024.\n\n \n\n**Stock\nOptions**\n\n \n\nA\nsummary of the Company’s option activity during the years ended December 31, 2025 and 2024, is presented below:\n\n SCHEDULE OF OPTION ACTIVITY\n\n  \n\n**Number of**\n\n**Options**\n  \n\n**Weighted**\n\n**Average**\n\n**Exercise Price**\n  \n\n**Weighted**\n\n**Average**\n\n**Remaining**\n\n**Contract Term**\n\n**(Year)**\n \n\n  \n   \n   \n  \n\nOutstanding at December 31, 2024 \n -  \n$-  \n - \n\nGranted \n 60,000  \n 7.50  \n 9.25 \n\nExercised \n -  \n -  \n - \n\nForfeit/Canceled \n -  \n -  \n - \n\nOutstanding at December 31, 2025 \n 60,000  \n$7.50  \n 9.25 \n\n  \n    \n    \n   \n\nExercisable at December 31, 2025 \n 60,000  \n    \n   \n\n \n\n  \n\n**Number of**\n\n**Options**\n  \n\n**Weighted**\n\n**Average**\n\n**Exercise Price**\n  \n\n**Weighted**\n\n**Average**\n\n**Remaining**\n\n**Contract Term**\n\n**(Year)**\n \n\n  \n   \n   \n  \n\nOutstanding at December 31, 2023 \n 120,000  \n$17.00  \n 3.14 \n\nGranted \n -  \n -  \n - \n\nExercised \n -  \n -  \n - \n\nForfeit/Canceled \n (120,000) \n -  \n - \n\nOutstanding at December 31, 2024 \n -  \n$-  \n - \n\n  \n    \n    \n   \n\nExercisable at December 31, 2024 \n -  \n    \n   \n\n \n\nOptions\noutstanding as of December 31, 2025 and 2024, had aggregate intrinsic value of $0, respectively. At December 31, 2025, the total deferred\nshare-based compensation has been fully recognized.\n\n \n\nThe\nCompany measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions\nas of December 31, 2025 and 2024:\n\n \n\nSCHEDULE\nOF ASSUMPTIONS TO VALUE STOCK OPTIONS\n\nExpected term \n 0.50-1.00 years \n\nStrike price \n $0.00 – 0.20 \n\nExpected volatility \n 148%-275% \n\nExpected dividends \n None \n\nRisk-free interest rate \n 0.34% - 0.85% \n\nForfeitures \n None \n\n \n\nF-32\n\n \n\n** **\n\n**Warrants**\n\n \n\nA\nsummary of the Company’s warrant activity during the years ended December 31, 2025 and 2024, is presented below:\n\n SCHEDULE OF WARRANTS ACTIVITY\n\n  \nNumber of\nWarrants  \nWeighted\nAverage\nExercise Price  \nWeighted\nAverage\nRemaining Contract\nTerm\n(Year) \n\nOutstanding at December 31, 2024 \n 762,150  \n$8.00  \n 3.17 \n\nGranted \n 174,469  \n 26.00  \n 7.87 \n\nExercised \n (24,800) \n 5.00  \n - \n\nForfeited-Canceled \n -  \n -  \n - \n\nOutstanding at December 31, 2025 \n 911,819  \n$11.40  \n 3.26 \n\n  \n    \n    \n   \n\nExercisable at December 31, 2025 \n 911,819  \n    \n   \n\n \n\n  \n\n**Number of**\n\n**Warrants**\n  \n\n**Weighted**\n\n**Average**\n\n**Exercise Price**\n  \n\n**Weighted**\n\n**Average**\n\n**Remaining Contract Term**\n\n**(Year)**\n \n\n  \n   \n   \n  \n\nOutstanding at December 31, 2023 \n 762,150  \n$8.00  \n 4.17 \n\nGranted \n -  \n -  \n - \n\nExercised \n -  \n -  \n - \n\nForfeited-Canceled \n -  \n -  \n - \n\nOutstanding at December 31, 2024 \n 762,150  \n$8.00  \n 3.17 \n\n  \n    \n    \n   \n\nExercisable at December 31, 2024 \n 762,150  \n    \n   \n\n \n\nThe\naggregate intrinsic value as of December 31, 2025 and 2024, was $0, respectively.\n\n \n\nThe\nCompany used the following assumptions to value the warrants issued during the years ended December 31, 2025 and 2024:\n\n \n\nSCHEDULE\nOF ASSUMPTIONS TO VALUE WARRANTS\n\n  \nWarrants \n\n  \n  \n\nRisk free rate \n 3.94%\n\nMarket price per share \n$0.09 \n\nLife of instrument in years \n 5 years \n\nVolatility \n 162%\n\nDividend yield \n 0%\n\n \n\n****\n\n**NOTE\n10 – INCOME TAX**\n\n \n\nAs\nof December 31, 2025 and 2024, the Company had gross federal net operating loss carryforwards of approximately $37.4 million and $24.1\nmillion, respectively. Management expects the limitation placed on the federal net operating loss carryforwards prior to the ownership\nchange will likely expire unused. As of December 31, 2025, all tax years are open for examination by the taxing authorities.\n\n \n\nDue\nto the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%.\n\n \n\n**NOTE\n11 – SUBSEQUENT EVENTS**\n\n \n\nThe\nCompany has evaluated subsequent events for adjustment to or disclosure in its consolidated financial statements through the date of\nthis report and has not identified any recordable or disclosable events, other than the following.\n\n \n\nOn January 29, 2026, the Company filed a Form 8-K and entered into Amendment #1 of the Mast Hill Note dated November\n17, 2026, for purposes of amending the original SPA warrant language. Pursuant to the Amendment filed on January 29, 2026, for each Tranche\nclosed under the Mast Hill Note, the Company shall issue a common stock purchase warrant to purchase a number of shares of Common Stock\ndetermined by the following formula: 100% of the principal amount of such Tranche divided by $0.6695 (the “Initial Exercise Price”,\nwhich is subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification\nor similar transaction that proportionately decreases or increases the Common Stock) (collectively, the “Warrants”). Each\nof the Warrants shall initially be exercisable at an exercise price equal to the Initial Exercise Price.”\n\n \n\nOn\nJanuary 30, 2026, we filed with the Wyoming Secretary of State an Articles of Amendment to our Articles of Incorporation to effect the\nreverse stock split of all outstanding shares of our common stock at a ratio of 1-for-50. All share and per share numbers in this prospectus\nhave been adjusted to give effect to our reverse split at a ratio of 1-for-50 effected on February 4, 2026.\n\n \n\nDuring January and\nFebruary 2026, the Company converted $121,333\nof principal and $18,667\nof accrued interest on Quick Capital Note 2, into 29,476\ncommon shares of the Company’s stock using the conversion prices of $5.00\nand $4.50.\n\n \n\nF-33"}