{"url_path":"/sec/mgti/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Financial Statements**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-17","source_url":"https://www.sec.gov/Archives/edgar/data/1001601/0001493152-26-010453-index.html","accession_number":"0001493152-26-010453","cik":"0001001601","ticker":"MGTI","issuer_name":"MGT CAPITAL INVESTMENTS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001601/0001493152-26-010453-index.html","primary_entity_key":"0001001601","primary_entity_name":"MGT CAPITAL INVESTMENTS, INC."},"word_count":11422,"has_tables":true,"body_markdown":"**Item\n1. Financial Statements**\n\n \n\n**MGT\nCAPITAL INVESTMENTS, INC.**\n\n**BALANCE\nSHEETS**\n\n**(Dollars\nin thousands, except per-share amounts)**\n\n \n\n  \n2025  \n2024 \n\n  \nDecember\n31, \n\n  \n2025  \n2024 \n\nAssets \n   \n  \n\nCurrent\nassets \n    \n   \n\nCash\nand cash equivalents \n$103  \n$6 \n\nAccounts\nreceivable \n -  \n 45 \n\nOther\ncurrent assets \n 3  \n - \n\nTotal\ncurrent assets \n 106  \n 51 \n\n  \n    \n   \n\nNon-current\nassets \n    \n   \n\nProperty\nand equipment, net \n -  \n 713 \n\nTotal\nassets \n$106  \n$764 \n\n  \n    \n   \n\nLiabilities\nand Stockholders’ Deficit \n    \n   \n\nCurrent\nliabilities \n    \n   \n\nAccounts\npayable \n$458  \n$532 \n\nAccounts\npayable, related party \n 45  \n 45 \n\nAccounts\npayable \n 45  \n 45 \n\nAccrued\nexpenses and other payables \n 333  \n 473 \n\nSecurity\ndeposit \n -  \n 45 \n\nNote\npayable \n -  \n 1,882 \n\nNote\npayable, related party \n 15  \n 15 \n\nNote\npayable \n 15  \n 15 \n\nOperating\nlease liability \n -  \n 20 \n\nCommon\nstock to be issued \n 360  \n 240 \n\nTotal\ncurrent liabilities \n 1,211  \n 3,252 \n\n  \n    \n   \n\nNon-current\nliabilities \n    \n   \n\nConvertible\nnote payable, net of unamortized discount of $44 \n 1,176  \n - \n\nTotal\nliabilities \n 2,387  \n 3,252 \n\n  \n    \n   \n\nCommitments\nand Contingencies (Note 9) \n -   \n -  \n\n  \n    \n   \n\nStockholders’\nDeficit \n    \n   \n\nSeries\nD convertible preferred stock, $0.001 par value, 1,000,000 shares authorized. 0 and 650,000 shares issued and outstanding at December\n31, 2025 and 2024, respectively. \n -  \n 1 \n\nPreferred\nstock, value \n -  \n 1 \n\nCommon\nstock, $0.001 par value; 10,000,000,000 shares authorized; 4,640,670,903 and 2,490,670,903 shares issued and outstanding at December\n31, 2025 and 2024, respectively. \n 4,641  \n 2,491 \n\nAdditional\npaid-in capital \n 419,815  \n 421,538 \n\nAccumulated\ndeficit \n (426,737) \n (426,518)\n\nTotal\nstockholders’ deficit \n (2,281) \n (2,488)\n\n  \n    \n   \n\nTotal\nLiabilities and Stockholders’ Deficit \n$106  \n$764 \n\n \n\nThe\naccompanying notes are an integral part of these financial statements.\n\n \n\nF-2\n\n \n\n \n\n**MGT\nCAPITAL INVESTMENTS, INC.**\n\n**STATEMENTS\nOF OPERATIONS**\n\n**(Dollars\nin thousands, except per-share amounts)**\n\n \n\n  \n2025  \n2024 \n\n  \nFor\nthe years ended December 31, \n\n  \n2025  \n2024 \n\nRevenue \n   \n  \n\nBitcoin\nmining \n$29  \n$143 \n\nHosting\nservices \n 58  \n 179 \n\nTotal\nrevenue \n 87  \n 322 \n\nOperating\nexpenses \n    \n   \n\nCost\nof revenue \n 89  \n 395 \n\nGeneral\nand administrative \n 795  \n 1,051 \n\nTotal\noperating expenses \n 884  \n 1,446 \n\nOperating\nloss \n (797) \n (1,124)\n\n  \n    \n   \n\nOther\nnon-operating income (expense) \n    \n   \n\nInterest\nexpense \n (143) \n (303)\n\nChange\nin fair value of warrant derivative liability \n -  \n 4,150 \n\nChange\nin fair value of derivative liability \n -  \n 2,976 \n\nAccretion\nof debt discount \n \n(6\n)  \n (199)\n\nGain\non sale of property and equipment \n 676  \n - \n\nGain\non settlement of debt \n -  \n 15 \n\nOther\nincome \n 51  \n 6 \n\nTotal\nnon-operating income  \n 578  \n 6,645 \n\n  \n    \n   \n\nNet\n(loss) income \n$(219) \n$5,521 \n\n  \n    \n   \n\nPer-share\ndata \n    \n   \n\nBasic\nand diluted, net (loss) income per share \n$(0.00) \n$0.00 \n\nBasic\nand diluted, weighted average number of common shares outstanding \n 3,009,164,054  \n 1,278,102,597 \n\n \n\nThe\naccompanying notes are an integral part of these financial statements.\n\n \n\nF-3\n\n \n\n \n\n**MGT\nCAPITAL INVESTMENTS, INC.**\n\n**STATEMENTS\nOF CHANGES IN STOCKHOLDERS’ DEFICIT**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n**(Dollars\nin thousands, except per-share amounts)**\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nDeficit \n\n  \nPreferred\nStock  \nCommon\nStock  \nAdditional\nPaid-In  \nAccumulated  \nTotal\nStockholders’ \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nDeficit \n\nBalance\nat January 1, 2024 \n -  \n$-  \n 849,170,903  \n$849  \n$422,332  \n$(432,039) \n$(8,858)\n\n  \n    \n    \n    \n    \n    \n    \n   \n\nCashless\nexercise of warrants and extinguishment of related warrant derivative liability \n -  \n -  \n 103,500,000  \n 104  \n (41) \n -  \n 63 \n\nIssuance\nof shares in respect of lease agreement \n -  \n -  \n 62,000,000  \n 62  \n 214  \n -  \n 276 \n\nConversion\nof convertible note into Common Stock \n -  \n -  \n 126,000,000  \n 126  \n 287  \n -  \n 413 \n\nIssuance\nof Common Stock in connection with exchange agreement \n -  \n -  \n 600,000,000  \n 600  \n (571) \n -  \n 29 \n\nIssuance\nof Common Stock in connection with \n -  \n -  \n 750,000,000  \n 750  \n (713) \n -  \n 37 \n\nIssuance\nof Preferred Stock in connection with exchange agreement \n 650,000  \n 1  \n -  \n -  \n 30  \n -  \n 31 \n\nNet\nincome \n -  \n -  \n -  \n -  \n -  \n 5,521  \n 5,521 \n\nBalance\nat December 31, 2024 \n 650,000  \n$1  \n 2,490,670,903  \n$2,491  \n$421,538  \n$(426,518) \n$(2,488)\n\nBalance\n \n 650,000  \n$1  \n 2,490,670,903  \n$2,491  \n$421,538  \n$(426,518) \n$(2,488)\n\n  \n    \n    \n    \n    \n    \n    \n   \n\nIssuance\nof common stock to a director, officer & employee \n -  \n -  \n 700,000,000  \n 700  \n (624) \n -  \n 76 \n\nIssuance\nof common stock in connection with note exchange agreement \n -  \n -  \n 500,000,000  \n 500  \n (450) \n -  \n 50 \n\nConversion\nof preferred stock into common stock \n (650,000) \n (1) \n 650,000,000  \n 650  \n (649) \n -  \n - \n\nIssuance\nof Preferred Issuance of common stock \n -  \n -  \n 300,000.000  \n 300  \n -  \n -  \n 300 \n\nNet\nloss \n -  \n -  \n -  \n -  \n -  \n (219) \n (219)\n\nNet\nIncome (loss) \n -  \n -  \n -  \n -  \n -  \n (219) \n (219)\n\nBalance\nat December 31, 2025 \n -  \n$-  \n 4,640,670,903  \n$4,641  \n$419,815  \n$(426,737) \n$(2,281)\n\nBalance \n -  \n$-  \n 4,640,670,903  \n$4,641  \n$419,815  \n$(426,737) \n$(2,281)\n\n \n\nThe\naccompanying notes are an integral part of these financial statements.\n\n \n\nF-4\n\n \n\n** **\n\n**MGT\nCAPITAL INVESTMENTS, INC.**\n\n**STATEMENTS\nOF CASH FLOWS**\n\n**(Dollars\nin thousands, except per-share amounts)**\n\n \n\n  \n2025  \n2024 \n\n  \nFor\nthe Years Ended December 31, \n\n  \n2025  \n2024 \n\nCash\nFlows From Operating Activities \n    \n   \n\nNet\n(loss) income \n$(219) \n$5,521 \n\nAdjustments\nto reconcile net (loss) income to net cash used in operating activities \n    \n   \n\nDepreciation \n 39  \n 194 \n\nInterest \n -  \n 211 \n\nGain\non sale of property and equipment \n (676) \n - \n\nChange\nin fair value of warrant derivative liability \n -  \n (4,150)\n\nChange\nin fair value of derivative liability \n -  \n (2,976)\n\nNon-cash\nstock-based compensation \n 20  \n - \n\nAccretion\nof debt discount \n 6  \n 199 \n\nLoss\non settlement of debt \n -  \n 15 \n\nChange\nin operating assets and liabilities \n    \n   \n\nAccounts\nreceivable \n 45  \n (28)\n\nPrepaid\nexpenses and other current assets \n (3) \n - \n\nAccounts\npayable \n (74) \n 163 \n\nAccounts\npayable - related party \n -  \n 30 \n\nAccrued\nexpenses \n (84) \n 276 \n\nSecurity\ndeposit \n (45) \n - \n\nNet\ncash used in operating activities \n (991) \n (547)\n\n  \n    \n   \n\nCash\nFlows From Investing Activities \n    \n   \n\nProceeds\nfrom sale of property \n 1,350  \n - \n\nNet\ncash provided by investing activities \n 1,350  \n - \n\n  \n    \n   \n\nCash\nFlows From Financing Activities \n    \n   \n\nProceeds\nfrom issuance of stock under lease agreement \n 100  \n 420 \n\nProceeds\nfrom sale of stock under equity purchase agreement \n 300  \n - \n\nProceeds from loans payable \n 26  \n 125 \n\nRepayment\nof loans payable \n (688) \n - \n\nNet\ncash provided by (used in) financing activities \n (262) \n 545 \n\n  \n    \n   \n\nNet\nchange in cash and cash equivalents \n 97  \n (2)\n\nCash\nand cash equivalents, beginning of year \n 6  \n 8 \n\nCash\nand cash equivalents, end of year \n$103  \n$6 \n\n  \n    \n   \n\nSupplemental\ndisclosure of cash flow information \n    \n   \n\nCash\npaid for interest \n$143  \n$92 \n\nCash\npaid for income tax \n$-  \n$- \n\n  \n    \n   \n\nNon-cash\ninvesting and financing activities \n    \n   \n\nConversion\nof Series D Preferred stock into shares of common stock \n$1  \n$- \n\nIssuance\nof common stock to a director \n$56  \n$- \n\nCashless\nexercise of warrants and extinguishment of related warrant derivative liability \n$-  \n$63 \n\nIssuance\nof Common Stock in respect of lease agreement \n$-  \n$276 \n\nIssuance\nof Common Stock in connection with exchange agreement \n$-  \n$29 \n\nIssuance\nof Common Stock in connection with note exchange agreement \n$50  \n$37 \n\nIssuance\nof Preferred Stock in connection with exchange agreement \n$-  \n$31 \n\nConversion\nof convertible note into common stock \n$-  \n$413 \n\n \n\nThe\naccompanying notes are an integral part of these financial statements.\n\n \n\nF-5\n\n \n\n \n\n**MGT\nCAPITAL INVESTMENTS, INC.**\n\n**NOTES\nTO THE FINANCIAL STATEMENTS**\n\n**(Dollars\nin thousands, except share and per–share amounts)**\n\n \n\n**Note\n1. Organization and Basis of Presentation**\n\n \n\n**Organization\nand Business**\n\n \n\nMGT\nCapital Investments, Inc. (“MGT” or the “Company”) has historically operated in the Bitcoin mining and hosting\nindustry. During the year ended December 31, 2025, the Company’s operations consisted of both hosting services for third-party\nminers and self-mining activities at its facility in LaFayette, Georgia. Revenue was generated from (i) a fixed-fee hosting contract\nwith one customer and (ii) the mining of Bitcoin using Company-owned machines, the proceeds of which were converted to U.S. dollars shortly\nafter receipt.\n\n \n\nDuring\nthe year, the Company’s mining activity also included the use of approximately 115 third party-owned miners that management considered\nabandoned. The Company offered third-party owners of miners a hosting service whereby MGT operated and maintained miners for a fixed\nmonthly fee. All miners, both Company-owned and hosted, were housed in a modified shipping container on property owned by the Company\nin Georgia. On March 15, 2025, the Company’s lease with its primary hosting customer expired and the Company discontinued its own\nself-mining activities. As of December 31, 2025 and March 16, 2026, the Company continued to own 35 Antminer S19 Pro miners with the\ncapability of providing approximately 3 Petahashes per second (“PH/s”) of hash power for self-mining. These miners were placed\nin storage pending evaluation of redeployment alternatives.\n\n \n\nThe\nCompany’s business model has historically been dependent on the economics of digital asset mining, including the price of Bitcoin,\nnetwork difficulty, electricity costs, and access to competitively priced power. Following the cessation of mining operations, management’s\nfocus has shifted to preserving liquidity and evaluating strategic alternatives to monetize or repurpose its existing assets and to identify\nnew business opportunities.\n\n \n\nFollowing\nthe cessation of its digital-asset mining operations in March 2025 and the sale of its LaFayette, Georgia facility in May 2025, the Company\ncurrently does not have any active revenue-generating operations. Management has continued to actively manage its remaining assets, including\nits cryptocurrency mining equipment and corporate infrastructure, while pursuing new business opportunities and potential acquisitions.\nManagement intends to redeploy the Company’s resources toward operating businesses or investments in sectors aligned with its historical\nexpertise in digital assets, financial technology, and data infrastructure.\n\n \n\n**Basis\nof presentation**\n\n \n\nThe\naccompanying financial statements for the years ended December 31, 2025 and 2024 have been prepared in accordance with generally accepted\naccounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States\nSecurities and Exchange Commission (“SEC”).\n\n \n\n**Disposition\nof Hosting Facility – ASC 205-20 Classification Assessment**\n\n \n\nAs\nof March 31, 2025, management was evaluating strategic alternatives for the Company’s mining and hosting facility in LaFayette,\nGeorgia following the expiration of the Company’s primary hosting agreement earlier in the month. While the Company engaged in\npreliminary discussions with potential counterparties, no approved plan of sale existed at March 31, 2025, multiple alternatives were\nstill being evaluated, and the Board of Directors did not approve a plan to sell the facility until April 1, 2025. Accordingly, the disposal\ngroup did not meet the criteria for classification as held for sale under ASC 205-20-45-1E as of March 31, 2025, because management had\nnot committed to a plan to sell and the criteria requiring a sale to be probable within one year were not met.\n\n \n\nThe\nCompany completed the sale of the facility and related infrastructure in May 2025. Management has evaluated the requirements of ASC 205-20\nand concluded that the sale does not meet the criteria for discontinued operations and has been presented within continuing operations\nfor all periods presented. Management continues to evaluate strategic alternatives; however, no decision has been made to discontinue\nany business line, and the Company remains an active corporate entity pursuing new opportunities.\n\n** **\n\n**Inflation**\n\n \n\nElectricity\nand other prices are vulnerable to inflation which may increase the Company’s mining costs and operating expenses including the\ncost of mining equipment.\n\n \n\n**Note\n2. Going Concern and Management’s Plans**\n\n \n\nThe\naccompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction\nof liabilities in the normal course of business. As of December 31, 2025, the Company had incurred significant operating losses since\ninception and continues to generate losses from operations. For the year ended December 31, 2025, the Company had a net loss of $219 and cash used in operating activities of\n$991. As of December 31, 2025, the Company had an accumulated deficit of $426,737, cash and cash equivalents of $103, and our working\ncapital deficit was $1,105.\n\n \n\nSince\nJanuary 2023, the Company has secured $2,675 in working capital through the issuance of a convertible note, the sale of equity and\nwarrants, proceeds from the sale of assets and related party notes. In addition, management has made modifications to simplify our capital\nstructure and extend maturities of our debt to provide additional financial and strategic flexibility. The Company will require additional\nfunding to grow its operations. Management intends to continue raising capital through debt and equity as opportunities arise to meet\nour on-going working capital needs. Further, depending upon operational profitability, the Company may also need to raise additional\nfunding for ongoing working capital purposes. There can be no assurance however that the Company will be able to raise additional capital\nas and when needed, or at terms deemed acceptable, if at all.\n\n \n\nF-6\n\n \n\n \n\nFollowing\nthe cessation of its digital-asset mining operations in March 2025 and the sale of its LaFayette, Georgia facility in May 2025, the Company\ncurrently does not have any active revenue-generating operations. In addition, there have been management changes and the Company will\nrequire additional funding to re-establish and grow its operations. The Company has addressed this by raising $675 in its equity offering that expired on January 29, 2025, but will\nneed to raise additional capital beyond this offering. While new leadership is overseeing strategic and financing initiatives, there can be no assurance that the Company will be able to raise additional capital when needed to support these efforts,\nor at terms deemed acceptable, if at all.\n\n \n\nSuch\nfactors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments related\nto the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company\nbe unable to continue as a going concern.\n\n** **\n\n**Note\n3. Summary of Significant Accounting Policies**\n\n \n\n**Use\nof estimates and assumptions and critical accounting estimates and assumptions**\n\n \n\nThe\npreparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the\nreported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements\nand also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from\nusing such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived\nassets, determining the potential impairment of long-lived assets, the fair value of warrants issued, the fair value of conversion features,\nand the valuation allowance for deferred tax assets. The results of any changes in accounting estimates are reflected in the financial\nstatements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of\nrevisions are reflected in the period that they are determined to be necessary.\n\n \n\n**Cash\nand cash equivalents**\n\n \n\nThe\nCompany considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents.\nThe Company’s combined accounts were $103 and $6 as of December 31, 2025 and 2024, respectively. Accounts are insured by the FDIC\nup to $250 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions.\nAs of December 31, 2025 and 2024, the Company had $0 and $0, respectively, in excess over the FDIC insurance limit.\n\n \n\n**Accounts\nReceivable**\n\n \n\nAccounts\nreceivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding\ninvoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been\nexhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for\ndoubtful accounts. As of December 31, 2025 and 2024, we did not believe we needed to reserve for any doubtful accounts.\n\n \n\n**Crypto\nAssets**\n\n \n\nEffective\nJanuary 1, 2025, the Company adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets (ASC 350-60), which requires eligible\ncrypto assets to be measured at fair value with changes in fair value recognized in net income. The Company applied the new guidance\nprospectively and recognized no cumulative-effect adjustment to beginning retained earnings, as no crypto assets were held at December\n31, 2024. The adoption did not have a material impact on any accounting or disclosure items with the adoption of ASU 2023-08.\n\n \n\nUnder\nthis policy, crypto assets are included in current assets on the balance sheet and are measured at fair value using quoted market prices\nas of the balance sheet date. Changes in fair value are recorded in Other income (expense) in the statements of operations. Sales of\ncrypto assets are included within investing activities in the statements of cash flows, and any realized gains or losses are recognized\nbased on the first-in, first-out (FIFO) method.\n\n \n\nHistorically,\nthe Company received Bitcoin as non-cash consideration from participation in third-party mining pools in exchange for providing computing\npower used in the mining process. Bitcoin rewards earned from mining activities were recognized as revenue under ASC 606 at fair value\nat the time the reward was confirmed by the mining pool operator.\n\n \n\nFor\nthe periods ended December 31, 2025, the Company converted all crypto assets received from mining activities to U.S. dollars shortly\nafter receipt and did not hold any crypto assets at December 31, 2025, or 2024; therefore, adoption of ASU 2023-08 did not have a material\nimpact on the Company’s financial statements.\n\n \n\nThe\nBitcoin Blockchain and the cryptocurrency reward for solving a block is subject to periodic incremental halving. Halving is a process\ndesigned to control the overall supply and reduce the risk of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm.\nAt a predetermined block, the mining reward is cut in half, hence the term “Halving.” A Halving for bitcoin occurred in April\n2024, with a revised reward payout of 3.125 Bitcoin per block. Many factors influence the price of Bitcoin and potential increases or\ndecreases in prices in advance of or following a future halving is unknown.\n\n \n\nThe\nfollowing table presents the activities of digital currencies for the years ended December 31, 2025 and 2024:\n\n \n\nSchedule of Digital Currencies\n\nDigital\ncurrencies at January 1, 2024 \n- \n\nAdditions\nof digital currencies from mining \n 143 \n\nRealized\nloss on sale of digital currencies \n 8 \n\nSale\nof digital currencies \n (151)\n\nEffect\nof adoption of ASU 2023-081 \n - \n\nDigital\ncurrencies at December 31, 2024 \n$- \n\nAdditions\nof digital currencies from mining \n 29 \n\nRealized\nloss on sale of digital currencies \n - \n\nSale\nof digital currencies \n (29)\n\nDigital\ncurrencies at December 31, 2025 \n$- \n\n \n\n1\nEffective\nJanuary 1, 2025, the Company adopted ASU 2023-08, *Accounting for and Disclosure of Crypto Assets (ASC 350-60)*. Adoption did\nnot result in any cumulative-effect adjustment to retained earnings because no crypto assets were held at December 31, 2024 or 2025.\n\n** **\n\nF-7\n\n \n\n** **\n\n**Property\nand Equipment**\n\n \n\nProperty\nand equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the\nvarious asset classes over their estimated useful lives, which range from one to ten years when placed in service. The cost of repairs\nand maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of,\nthe cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the\nyear of disposition.\n\n \n\n**Leases**\n\n \n\nThe\nCompany accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified\nas operating or financing leases and are recorded on the balance sheet as both a right of use asset and lease liability,\ncalculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental\nborrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized\nover the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line\nrent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.\n\n \n\n**Impairment\nof long-lived assets**\n\n \n\nLong-lived\nassets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value\nof an asset may not be recoverable, should there be an indication of impairment, we test for recoverability by comparing the estimated\nundiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. Any excess\nof the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss.\n\n \n\n**Segment\nReporting**\n\n \n\nThe\nCompany operates as a single reportable segment focused on digital currency data center operations, which consisted of two primary revenue-generating\nactivities during the period: (i) self-mining of Bitcoin and (ii) hosting services provided to third-party customers. These activities\nwere conducted at the Company’s facility located in the United States. Management evaluates financial performance and allocates\nresources on a consolidated basis, and therefore the Company is managed as a single reporting segment under ASC 280.\n\n \n\nThe\nChief Operating Decision Maker (“CODM”), identified as the Company’s Interim Chief Executive Officer & Chief Financial\nOfficer, regularly reviews revenue, cost of revenues and operating income (loss), as the primary measure of segment performance and capital\nallocation.\n\n \n\nThe\nfollowing tables present segment revenue and operating loss, including the significant expense items reviewed by the CODM, for the years\nended December 31, 2025 and 2024:\n\n \n\nSchedule of Present Segment Revenue and Operating Loss\n\n  \n2025  \n2024 \n\n  \nFor\nthe years ended December 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nTotal\nrevenues \n$87  \n$322 \n\nLess:\nCost of revenues \n    \n   \n\nDepreciation \n 39  \n 194 \n\nElectricity\nand other expenses \n 50  \n 201 \n\nGeneral and administrative \n 795  \n 1,051 \n\nOperating\nloss \n$(797) \n$(1,124)\n\n \n\nThe\nfollowing table reconciles operating loss reviewed by the CODM to net income (loss) for the years ended December 31, 2025 and 2024:\n\n \n\n  \n2025  \n2024 \n\n  \nFor\nthe years ended December 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nOperating\nloss reviewed by CODM \n$(797) \n$(1,124)\n\nOther\nincome  \n 578  \n 6,645 \n\nNet\n(loss) income \n$(219) \n$5,521 \n\n \n\nFor\nthe year ended December 31, 2025, one customer accounted for 67% of the Company’s total revenue. For the year ended December 31,\n2024, two customers accounted for 44% of total revenue, respectively.\n\n \n\n**Revenue\nrecognition**\n\n \n\n*General*\n\n* *\n\nThe\nCompany recognizes revenue in accordance with Accounting Standards Codification 606, *Revenue from Contracts with Customers (“ASC\n606”)*. ASC 606 establishes a principles-based framework for recognizing revenue that depicts the transfer of promised\ngoods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for\nthose goods or services. As of March 2025, the Company ceased all active revenue-generating operations related to cryptocurrency mining\nand hosting activities. Accordingly, the following policies primarily relate to historical and comparative periods presented in these\nfinancial statements and any limited residual activities during the fiscal year ended December 31, 2025.\n\n \n\nF-8\n\n \n\n \n\n*Crypto\nasset mining (Historical and Comparative)*\n\n \n\nThe\nCompany recognizes revenue under ASC 606. The core principle of the revenue standard is that a company should recognize revenue to depict\nthe transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to\nbe entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:\n\n \n\n \n●\nStep\n1: Identify the contract with the customer\n\n \n●\nStep\n2: Identify the performance obligations in the contract \n\n \n●\nStep\n3: Determine the transaction price  \n\n \n●\nStep\n4: Allocate the transaction price to the performance obligations in the contract  \n\n \n●\nStep\n5: Recognize revenue when the Company satisfies a performance obligation  \n\n \n\nIn\norder to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in\nthe contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of\na “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can\nbenefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e.,\nthe good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is\nseparately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the\ncontext of the contract).\n\n \n\nIf\na good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services\nis identified that is distinct.\n\n \n\nThe\ntransaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods\nor services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.\nWhen determining the transaction price, an entity must consider the effects of all of the following:\n\n \n\n \n●\nVariable\nconsideration  \n\n \n●\nConstraining\nestimates of variable consideration  \n\n \n●\nThe\nexistence of a significant financing component in the contract  \n\n \n●\nNoncash\nconsideration  \n\n \n●\nConsideration\npayable to a customer  \n\n \n\nVariable\nconsideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of\ncumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.\nThe transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price\nallocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time\nas appropriate.\n\n \n\nThe\nCompany earns Bitcoin mining revenue from two primary sources: the operation of its owned miners and the operation of third-party owned\nminers that the Company has concluded are subject to abandonment. Historically, the Company participated in third-party operated digital\nasset mining pools in which it contributed computing power in exchange for a proportional share of cryptocurrency rewards generated by\nthe pool. The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining\npool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s\nenforceable right to compensation only begins when the Company provides computing power to the mining pool operator. The Company’s\nperformance obligation under these agreements was the continuous provision of computing power to the mining pool operator. In exchange,\nthe Company received non-cash consideration in the form of Bitcoin representing its proportional share of the total cryptocurrency rewards\nearned by the mining pool during the applicable period. The Company’s share was based on the proportion of computing power the\nCompany contributed to the mining pool relative to the total computing power contributed by all mining pool participants.\n\n \n\nIn exchange for providing computing power, the Company is entitled to a fractional share of the fixed\ncryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are\nrecorded as a component of cost of revenues), for successfully adding a block to the Blockchain. The terms of the agreement provide\nthat neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share is\nbased on the proportion of computing power the Company contributed to the mining pool operator to the total computing power\ncontributed by all mining pool participants in solving the current algorithm.\n\n \n\nProviding\ncomputing power to solve complex cryptographic algorithms in support of the Bitcoin Blockchain (in a process known as “solving\na block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only\nperformance obligation in the Company’s agreements with mining pool operators. The transaction consideration the Company receives,\nif any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than\nthe fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable.\nBecause it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the\nmining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of\nthe consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.\n\n \n\nFair\nvalue of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.\nIn 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The new guidance\nrequires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each\nreporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The\nASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years.\nThere was no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized\nas revenue or held, prior to the issuance of ASU 2023-08 and management has exercised significant judgment in determining the appropriate\naccounting treatment for the current year. The Company evaluated the impact of ASU 2023-08 and determined that the standard did not have a material impact on its financial statements.\n\n \n\n*Hosting\nRevenues*\n\n \n\nWe\nreceive revenues from third parties renting capacity at our facility and from hosting miners owned by others. Under these\nagreements, the Company provided hosting services that included supplying electrical power, infrastructure support, monitoring, and\noperational maintenance for third-party mining equipment located within the Company’s facilities. The Company recognized\n$58\nand $179\nfrom these sources during the years ended December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and\n2024, one and two customers accounted for 100%\nand 91%,\nrespectively of hosting revenue. After a hosting agreement expires, the Company no longer recognizes hosting revenue for the related\nminers.\n\n \n\nF-9\n\n \n\n \n\n**Gain\n(Loss) on Modification/Extinguishment of Debt**\n\n \n\nIn\naccordance with ASC 470, a modification or an exchange of debt instruments that adds or eliminates a conversion option that was substantive\nat the date of the modification or exchange is considered a substantive change and is measured and accounted for as extinguishment of\nthe original instrument along with the recognition of a gain or loss. Additionally, under ASC 470, a substantive modification of a debt\ninstrument is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash\nflows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows\nunder the terms of the original instrument. A substantive modification is accounted for as an extinguishment of the original instrument\nalong with the recognition of a gain or loss. For the year ended December 31, 2024 the Company recorded a gain of $15 from the settlement\nof debt and extinguishment of convertible debt as non-operating income in the statements of operations. The Company’s debt modifications\nin 2025 did not result in any gain or loss.\n\n \n\n**Income\ntaxes**\n\n \n\nThe\nCompany accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach\nfor financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement\nrecognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income\nor loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes\nrepresent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities\nat the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability\nof deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax\nassets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit\nand cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been\nmade. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.\n\n \n\n**Income\n(loss) per share**\n\n \n\nBasic\nincome (loss) per share is calculated by dividing net income (loss) applicable to common shareholders by the weighted average number\nof common shares outstanding during the period. Diluted income (loss) per share is calculated by dividing the net income (loss) attributable\nto common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding\nduring the period. Potential dilutive securities, comprised of convertible debt are not reflected in diluted net income (loss) per share\nbecause their inclusion would not have resulted in additional dilution, based on the impact of the change in derivative liability and\nrelated adjustments to net income for the period.\n\n \n\nAccordingly,\nthe computation of diluted loss per share for the year ended December 31, 2025 excludes 1,220,240,000 shares issuable upon the conversion\nof convertible notes payable. There were no outstanding financial instruments that would result in a dilution as of December 31, 2024.\n\n \n\n**Fair\nValue Measure and Disclosures**\n\n \n\nASC\n820 “Fair Value Measurements and Disclosures” provides the framework for measuring fair value. That framework provides a\nfair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest\npriority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority\nto unobservable inputs (Level 3 measurements).\n\n \n\nFair\nvalue is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a\nliability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on\nassumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize\nthe inputs in measuring fair value as follows:\n\n \n\n \n●\nLevel\n1 Quoted prices in active markets for identical assets or liabilities.\n\n \n●\nLevel\n2 Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities\nin markets that are not active, or other inputs that are observable, either directly or indirectly.\n\n \n●\nLevel\n3 Significant unobservable inputs that cannot be corroborated by market data.\n\n \n\nAs\nof December 31, 2025, and 2024, our financial instruments consisted primarily of cash and cash equivalents, accounts receivable, other\ncurrent assets, accounts payable, and accrued expenses and other payables. The carrying amounts of such financial instruments approximate\ntheir respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.\n\n** **\n\n**Management’s\nevaluation of subsequent events**\n\n \n\nThe\nCompany evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the\nreview, other than what is described in Note 13– Subsequent Events, the Company did not identify any recognized or non-recognized\nsubsequent events that would have required adjustment or disclosure in the financial statements.\n\n \n\n**Recent\naccounting pronouncements**\n\n \n\nManagement\ndoes not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect\non the accompanying financial statements, other than those disclosed below.\n\n \n\nIn\nDecember 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*. This standard requires\nenhanced annual disclosures, including disaggregated information about a reporting entity’s effective tax rate reconciliation and\nincome taxes paid. The Company adopted this guidance for the fiscal year ended December 31, 2025. The adoption resulted in additional\nfootnote disclosures (see *Note 12- Income taxes*) but did not have a material impact on the Company’s financial position\nor results of operations.\n\n \n\nF-10\n\n \n\n \n\nIn\nMarch 2024, the FASB issued ASU 2024-03, *Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures\n(Subtopic 220-40)*. which requires public companies to provide expanded annual disclosures of certain natural expense categories.\nThe guidance is effective for annual periods beginning after December 15, 2026, with early adoption permitted. While the Company previously\nindicated an intent to early adopt this guidance, it has elected to defer adoption until the mandatory effective date. The Company is\ncurrently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosure\n\n \n\nIn\nNovember 2024, the FASB issued ASU 2024-04, *Induced Conversions of Convertible Debt Instruments***,** which clarifies the requirements\nfor determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. The guidance\nis effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of this guidance but\ndoes not anticipate it will have a material effect on its financial statements based on its current debt structure.\n\n \n\n**Note\n4. Accounts Receivable**\n\n \n\nAccounts\nreceivable balance of $0 and $45 at December 31, 2025 and 2024, respectively, consisted primarily of receivables in respect of electricity\nfor hosting.\n\n \n\n**Note\n5. Property and Equipment**\n\n \n\nProperty\nand equipment consisted of the following:\n\n \n\nSchedule\nof Property and Equipment\n\n  \nDecember\n31,\n2025  \nDecember\n31,\n2024 \n\n  \nAs\nof \n\n  \nDecember\n31,\n2025  \nDecember\n31,\n2024 \n\nLand \n$-  \n$55 \n\nComputer\nhardware and software \n -  \n 10 \n\nBitcoin\nmining machines \n 70  \n 70 \n\nInfrastructure \n -  \n 1,185 \n\nContainers \n -  \n 403 \n\nProperty\nand equipment, gross \n 70  \n 1,723 \n\nLess:\nAccumulated depreciation \n (70) \n (1,010)\n\nProperty\nand equipment, net \n$-  \n$713 \n\n \n\nThe\nCompany recorded depreciation expense of $39 and $194 for the years ended December 31, 2025 and 2024, respectively. For the years ended\nDecember 31, 2025 and 2024, the Company recorded gains on sale of property and equipment of $676 and $0, respectively.\n\n \n\nOn\nMay 13, 2025, the Company completed the sale of its cryptocurrency mining and hosting facility located in LaFayette, Georgia to CSRE\nProperties LLC for total consideration of $1,350. The sale included land, containers, electrical infrastructure, and other improvements\nassociated with the Company’s former hosting and mining operations. At the date of sale, the related assets had a net carrying\nvalue of $674, consisting primarily of infrastructure, containers, and land, as shown below:\n\n \n\nSchedule of Property and Equipment Carrying Value\n\n \n Net\nBook Value at Sale \n\nLand \n$55 \n\nComputer\nhardware and software \n - \n\nInfrastructure \n 619 \n\nContainers \n - \n\nTotal\ncarrying value \n$674 \n\n \n\nIn\naccordance with ASC 360, the Company derecognized the carrying amount of the disposed assets and recorded the sale proceeds, resulting\nin a gain included in continuing operations. Management evaluated the disposal under ASC 205-20 and determined it does not represent\na strategic shift. Therefore, discontinued operations presentation is not required.\n\n \n\nFollowing\ncompletion of the sale, the Company continues to own 35 Antminer S19 Pro miners with a carrying amount of property and equipment of $0\nas of December 31, 2025.\n\n \n\n**Note\n6. Notes Payable**\n\n \n\n*December\n2023 Note (Extinguished)*\n\n \n\nOn\nDecember 19, 2023, the Company exchanged its existing note payable new note (the “December 2023 Note”) with\nsubstantially the same terms with the exception of a maturity date of December\n31, 2024 and with a conversion feature based on a 40%\nof the Company’s common stock in a fully diluted basis. The principal balance of the December 2023 Note was $1,579,\nhad a debt discount of $257,\nand bears interest at a rate of 6%\nper annum. On November 1, 2024, the Company exchanged the December 2023 Note for a new note (the “November 2024 Note”), and the December 2023 Note was extinguished. The company recorded interest expense\nof $72\nfor the year ending December 31, 2024 for this note.\n\n \n\n*November\n2024 Note (Extinguished)*\n\n \n\nOn\nNovember 1, 2024, the Company exchanged the December 2023 Note for a new note (the “November 2024 Note”), in the\nprincipal amount of $1,620\nwith an interest of 8%\nper annum and a maturity date of December\n31, 2025 and 750,000,000 shares of common stock. In case of an event of default under the New Secured Exchange Note, interest shall\naccrue at the lesser of\n(i) a rate of 12% per annum or (ii) the maximum amount permitted by law, and once the event of default is cured, the interest rate\nshall revert to 8% per annum. Furthermore, under the terms of the New Secured Exchange Note, an event of default may result, at the\nholder’s election, in the accelerated maturity of the note, in which case 110% of the principal of and accrued and unpaid\ninterest on the note will automatically become due and payable.\n\n \n\nOn\nNovember 1, 2024, the lender also exchanged all outstanding warrants to purchase 2,043,808,450 shares of common stock for\n600,000,000 shares of common stock and 650,000 shares of Series D Preferred Stock. As a result of the exchange, the Company\nrecognized a $4,150 reduction in the fair value of the related warrant derivative liability immediately prior to settlement. The\nCompany determined the fair value of the instruments exchanged as of November 1, 2024. The fair value of the common stock was based\non the closing market price of $0.0001 per share on the exchange date. The fair value of the Series D Preferred Stock was estimated\nusing a market based approach that considered its current price of the common stock and then applying the conversion ratio as\nstipulated in the agreement and then applying a dilution in the fair value. The warrants surrendered were valued immediately prior\nto the exchange using the Black-Scholes option-pricing model, with key inputs including an expected volatility of 301%, risk-free\ninterest rates of 4.23% to 4.32%, expected terms of 0.86 to 1.72 years, and dividend yield of 0%. Following completion of the\nexchange, no warrants remained outstanding. The company recorded interest expense of $109\nand $25\nfor the years ending December 31, 2025 and 2024, respectively for this note.\n\n \n\nF-11\n\n \n\n \n\nOn\nMay 13, 2025, the Company used $400 of the cash proceeds from the sale of its LaFayette, Georgia facility (see *Note 5 – Property,\nPlant and Equipment*) to make a partial repayment of principal and accrued interest on the November 2024 Note. After this payment,\nthe outstanding principal balance was $1,220. The November 2024 Note was exchanged for a new Convertible Note of equal face value in\nSeptember 2025 (refer to “*September 2025 Note” section disclosed below*).\n\n \n\n*New\nPromissory Note (Extinguished)*\n\n* *\n\nAlso\non November 1, 2024, the Company’s lender consolidated three prior short-term loans (totaling $200 principal plus accrued interest)\ninto a single non-convertible promissory note with a principal balance of $242 and an interest rate of 8% per annum (the “New Promissory\nNote”). The New Promissory Note matures on December 31, 2025.\n\n \n\nOn\nMay 13, 2025, the Company used $262 of the cash proceeds from the sale of its LaFayette, Georgia facility (see *Note 5 – Property,\nPlant and Equipment)* to make full repayment of principal and accrued interest on the New Promissory Note. For the New Promissory\nNote, the Company recorded interest expense of $9 and $0.3 for the years ending December 31, 2025 and 2024, respectively.\n\n \n\n*September\n2025 Note*\n\n \n\nOn\nSeptember 22, 2025, the Company entered into a Secured Exchange Note Exchange Agreement with November 2024 Note holder, pursuant to which\nthe parties agreed to exchange the Company’s outstanding November 2024 Note. As of the exchange date, the November 2024 Note had\nan outstanding principal balance of $1,220, bore interest at 8% per annum, and was scheduled to mature on December 31, 2025. Under the\nExchange Agreement, the holder surrendered the 2024 Note in exchange for (i) a new secured convertible promissory note (the “September\n2025 Note”) issued in the principal amount of $1,220, bearing interest at 8% per annum and maturing on December 31, 2027, and (ii)\n500,000,000 shares of the Company’s common stock. The equity consideration was valued at $0.0001 per share, resulting in a fair\nvalue of $50 as of the issuance date. The September 2025 Note is convertible into common shares at $0.001 per share. The company recorded\ninterest expense of $27 and $0 for the years ending December 31, 2025 and 2024, respectively for this note.\n\n \n\nThe\nCompany reviewed the transaction under ASC 470-50 and concluded that the revised terms do not constitute a substantial modification.\nAccordingly, the transaction is accounted for as a modification of the existing November 2024 Note. The value of the equity in the transaction\nwas $50 and recorded as a debt discount in accordance with ASC 470. The conversion feature added by the modification was determined to\nbe non-substantive under ASC 470. No gain or loss was recognized as a result of the modification. The note continues to be carried at\nits previous amortized cost basis, adjusted for the $50 debt discount, which will be amortized over the remaining term of the note. For\nthe year ended December 31, 2025, the Company recorded $6 in accretion of debt discount. As of December 31, 2025, the carrying value\nof the Note was $1,176, net of unamortized discount of $44.\n\n \n\nThe September 2025 Note is\nclassified as a long-term liability on the Company's balance sheet, as the maturity date exceeds one year from the reporting date. As\nof December 31, 2025, there are 1,220,240,000 potentially dilutive shares of common stock issuable upon the conversion of this note.\nThese shares were excluded from the computation of diluted net loss per share for the year ended December 31, 2025, as their inclusion\nwould have been anti-dilutive.\n\n \n\n*Derivative\nLiabilities*\n\n \n\nPrior\nto November 1, 2024, the Company’s notes included convertible instruments which contained variable conversion and exercise features\nrequiring treatment as derivative liabilities. In connection with the November 2024 debt restructuring, all such conversion features\nand variable-rate warrants (including Series X, Y, and Z) were extinguished or cancelled.\n\n \n\nThe\nCompany’s activity in its convertible debt related derivative liability was as follows for the years ended December 31, 2024 and\n2025\n\n \n\n Schedule of Derivative Liability Activity\n\nBalance of derivative liability at January 1, 2024 \n$3,334 \n\nSettlement of derivative liability at debt conversion \n (368)\n\nChange in fair value of derivative liability \n (2,976)\n\nBalance of derivative liability at December 31, 2024 \n$- \n\nSettlement of derivative liability at exchange \n - \n\nChange in fair value of derivative liability \n - \n\nBalance of derivative liability at December 31, 2025 \n$- \n\n \n\nKey\nvaluation inputs used at the November 1, 2024 settlement date were: stock price $0.0001 per share, strike $0.007 – $0.05, risk-free\nrate 4.23 – 4.32 %, expected volatility ≈ 301 %, expected term 0.86 – 1.72 years, and dividend yield 0 %. Upon completion\nof the warrant exchange, the derivative liability was fully extinguished.\n\n \n\nAs\nthe November 2024 Note contained no conversion features, and the subsequent September 2025 Note contains a fixed conversion price not\nsubject to derivative treatment, the Company had no derivative or warrant liabilities during 2025. For the year ended December 31, 2024,\nthe Company recorded a gain on the change in fair value of warrant derivative liability of $4,042 and a gain on change in fair value\nof derivative liability of $2,914. As of December 31, 2025, and 2024, the fair value of these liabilities was $0.\n\n \n\n*Warrant\nDerivative Liabilities*\n\n \n\nAs\nnoted above, all the outstanding warrants as of November 1, 2024 were exchanged by the lender resulting in a gain on settlement from\nthe exchange.\n\n \n\nThe\nvaluation at the November 1, 2024 exchange date incorporated the following assumptions: stock price $0.0001 per share; strike prices\n$0.007 – $0.05 per share; risk-free interest rates 4.23 – 4.32 %; expected volatility 301 %; expected terms 0.86 –\n1.72 years; dividend yield 0 %. The resulting aggregate fair value of the warrants exchanged was $59,642, as calculated by the Company’s\nvaluation specialist. All warrant derivative liabilities were eliminated upon completion of the exchange.\n\n \n\nThe\nCompany’s activity in its derivative liabilities was as follows for the year ended December 31, 2024 and 2025:\n\n \n\n Schedule of Warrant Derivative Liabilities\n\nBalance of warrant derivative liabilities at January 1, 2024 \n$4,253 \n\nTransfer out upon conversion of convertible notes and warrants with embedded conversion provisions \n (809)\n\nChange in fair value of warrant liability \n (4,150)\n\nBalance of warrant derivative liabilities at December 31, 2024 \n$- \n\nTransfer out upon conversion of convertible notes and warrants with embedded conversion provisions \n - \n\nTransfer in due to issuance of warrants with embedded conversion features \n - \n\nChange in fair value of warrant liability \n - \n\nBalance of warrant derivative liabilities at December 31, 2025 \n$- \n\n \n\nThe\nCompany recorded change in fair value of warrant liability in the amount of $4,150 for the year ended December 31, 2024.\n\n \n\nFluctuations\nin the Company’s stock price are a primary driver for the changes in the derivative valuations during the year ended December 31,\n2024. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally\nincreases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the\nsignificant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated\nfair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility\nwould generally result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors\nwould not result in a material change in our Level 3 fair value.\n\n \n\n****\n\n****\n\n*Loans\nPayable – Related Party*\n\n \n\nOn\nAugust 1, 2023 a former executive loaned the Company $15. The loan bears interest at an annual rate of 4.43%. A maturity date has not\nyet been set. For the years ended December 31, 2025 and 2024, respectively, the Company recorded $0.6 and $0.6 of interest expense in\nrespect of this loan.\n\n \n\n**Note\n7. Leases**\n\n \n\nThe\nCompany is not a party to any leases. As a result, the Company did not record rent expense for the years ended December 31, 2025 and\n2024. The lease liability disclosed on the balance sheets are the loss on lease incentive recorded in April 2023 (see *Note 9-Commitments\nand Contingencies*).\n\n** **\n\n**Note\n8. Common Stock, Preferred Stock and Warrants**\n\n \n\n**Common\nstock**\n\n \n\n*Income\n(Loss) Per Share*\n\n** **\n\nThe\nCompany computes income (loss) per share in accordance with ASC 260, *Earnings Per Share*. Basic net income (loss) per share is\ncomputed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income\n(loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding, plus the impact\nof potentially dilutive securities.\n\n \n\nFor\nthe years ended December 31, 2025 and 2024, the weighted-average number of common shares outstanding used in the calculation of basic\nand diluted EPS was 3,009,164,054 and 1,278,102,597, respectively.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued a total of 2,150,000,000 shares of common stock through various debt restructurings,\npreferred stock conversions, and compensation arrangements. As of December 31, 2025, the Company had 1,220,240,000 potentially dilutive\nshares issuable upon the conversion of the September 2025 Note. These shares were excluded from the computation of diluted net loss per\nshare for 2025 because their effect would be anti-dilutive due to the Company's net loss.\n\n \n\n*Common\nStock Issuances*\n\n \n\nOn\nJune 21, 2024, 3,346,420 warrants with an embedded conversion feature were exercised on a cashless basis for the issuance of 103,500,000,000\nshares of common stock.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 126,000,000 shares of common stock in respect of the partial conversion of the December\n2023 Note. These shares were valued at $178 upon issuance.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company issued 62,000,000 shares of common stock in respect of the Lease Agreement. These shares\nwere valued at $372 upon issuance.\n\n \n\nOn\nNovember 1, 2024, the lender exchanged all outstanding common stock purchase warrants for 600,000,000 shares of common stock and 650,000\nshares of Series D Preferred Stock. These common and Series D preferred stock were valued at $29 and $31, respectively upon issuance.\n\n \n\nOn\nNovember 1, 2024, the company issued 750,000,000 shares of common stock in connection with restructuring its convertible note. These\nshares were valued at $36 upon issuance.\n\n \n\nOn\nJuly 14, 2025, the Company filed a Preliminary Information Statement on Schedule 14C to increase its authorized common stock and authorize\na reverse stock split within a range of ratios to be determined by the Board. The Definitive Information Statement was filed on July\n25, 2025, and mailed to shareholders of record on August 7, 2025. The amendment to the Certificate of Incorporation increasing authorized\ncommon stock to 10 billion shares became effective in Delaware on August 25, 2025.\n\n \n\nOn\nSeptember 22, 2025, the Company issued 500,000,000 shares of common stock as part of restructuring its 2024 Notes. The issuance was exempt\nfrom registration under Section 3(a)(9) of the Securities Act of 1933, as amended. (See *Note 6-Notes Payable* for accounting treatment\nunder ASC 470-50.)\n\n \n\nF-12\n\n \n\n \n\nAdditionally,\non September 22, 2025, the Company issued 650,000,000 shares of common stock upon conversion of 650,000 shares of Series D Preferred\nStock. The converted shares represented all outstanding Series D Preferred Stock. The issuance was exempt from registration under Section\n3(a)(9) of the Securities Act of 1933, as amended.\n\n \n\nOn\nSeptember 23, 2025, the Company issued (i) 100,000,000 shares of common stock valued at $10 to its Interim CEO and CFO, Jonathan M. Pfohl,\n(ii) 100,000,000 shares of common stock valued at $10 to another employee, and (iii) 500,000,000 shares of common stock to Director, Michael\nOnghai in exchange for or waiver of $56 in outstanding director fees. The issuance was exempt from registration under Section 4(a)(2)\nof the Securities Act of 1933, as amended.\n\n \n\nIn\nDecember 2025, the company issued 300,000,000 shares of common stock to accredited investors that participated in a private placement\nfor an aggregate of $300. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended,\nand Rule 506(b) of Regulation D thereunder.\n\n \n\n**Preferred\nStock**\n\n \n\nOn\nNovember 1, 2024, the Company issued 650,000 shares of Series D Preferred Stock. The Series D Preferred Stock had a par value of $0.001\nper share and a liquidation preference of $0.001 per share. Each share of Series D Preferred Stock was convertible into 1,000 shares\nof the Company’s common stock and held voting rights equal to the number of common shares into which it was convertible.\n\n \n\nOn\nSeptember 22, 2025, the holder of the Series D Preferred Stock elected to convert all 650,000 outstanding shares into 650,000,000 shares\nof the Company’s common stock. Following this conversion, there were no shares of Series D Preferred Stock outstanding as of December\n31, 2025.\n\n** **\n\n**Warrants**\n\n** **\n\nDuring\nthe period from January 1, 2024 through November 1, 2024, 226,800,000 warrants were issued as a result of the partial conversion\nof convertible debt and 617,944,296 warrants were issued are a result of an adjustment to the number of X, Y and Z warrants\nas a result of the terms of the December 2023 Note. \n\n****\n\n** **\n\nOn\nNovember 1, 2024, the Company exchanged all outstanding common stock warrants to purchase 2,043,808,450 shares for 600,000,000\nshares of common stock and 650,000 shares of Series D Preferred Stock. In this transaction, the Company recognized a $4,150 reduction\nin the fair value of the related warrant derivative liability. Following this exchange, all warrant derivative liabilities were eliminated.\nThere were no warrants issued, outstanding, or exercisable as of December 31, 2025 or 2024, respectively.\n\n \n\nThe\nfollowing table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2025 and\n2024:\n\n \n\n Schedule of Warrants Outstanding\n\n  \nWarrant\nshares\noutstanding  \n*Weighted\naverage\nexercise price  \n*Weighted\naverage\nremaining life  \nIntrinsic\nvalue \n\n  \n   \n   \n   \n  \n\nOutstanding and exercisable at January 1, 2024 \n 1,202,410,574  \n$0.03  \n 2.75  \n$- \n\nIssued \n 844,744,296  \n -  \n -  \n - \n\nExercised \n (3,346,420) \n 0.05  \n    \n   \n\nExchanged \n (2,043,808,450) \n 0.01  \n -  \n - \n\nOutstanding and exercisable at December 31, 2024 \n -  \n$-  \n -  \n$- \n\nIssued \n -  \n -  \n -  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nOutstanding and exercisable at December 31, 2025 \n -  \n$-  \n -  \n$- \n\n \n\n(*)\nOf\nthe 844,744,296 warrants issued during the year ended December 31, 2024 and 0 warrants outstanding and exercisable at December 31,\n2024, the weighted average exercise price and weighted average remaining life was not included for 844,744,296 and 0 warrants, respectively,\nbecause their exercise price is variable.\n\n \n\n**Note\n9. Commitments and Contingencies**\n\n \n\n**Bitcoin\nProduction Equipment and Operations**\n\n \n\nOn\nMarch 16, 2023, the Company entered into a partnership agreement (the “Partnership Agreement”) and a property lease agreement\n(the “Lease Agreement”, and together with the Partnership Agreement, collectively, the “Agreement”) with another\ncryptocurrency mining company (“Tenant”). Pursuant to the Lease Agreement, the Company agreed to lease to Tenant portions\nof the Company’s six acre mining facility in Lafayette, GA in increments of up to 10 spaces that are 40 feet in length and eight\nfeet in height each (“Spaces”), together with related utilities access including electricity of up to one megawatt (“MW”)\nper Space, for deploying mining equipment, in exchange for rental payments of $5 per Space per month (provided the Spaces are powered)\nand payment of the electricity costs and deposit requirements arising from the Spaces. In connection with the Lease Agreement, Tenant\nagreed to make an initial deposit of $229 for the initial electricity deployment for five MW.\n\n \n\nPursuant\nto the Partnership Agreement, the Company agreed to issue Tenant 500,000 shares its common stock per month for each rented Space (the\n“Monthly Issuances”), and to also issue an additional number of shares of common stock annually equal to 100% of the Monthly\nIssuances for the applicable year (the “Annual Issuances,” and together with the Monthly Issuances, collectively, the “Issuances”).\nFurther, pursuant to the Partnership Agreement, the Company provided Tenant with the option (the “Option”) to lend MGT up\nto $1 million evidenced by a convertible promissory note that is convertible into 25% of the Company’s outstanding common stock,\nassuming all $1 million is lent, on a pro-forma, post-issuance basis (the “Note”), together with an accompanying warrant\nto purchase 60% of the shares of common stock underlying the Note (the “Warrant”). The terms of the Note and Warrant would\nbe substantially similar to the September 2022 Note and accompanying warrants that were issued by the Company along with that note. If\nthe Option is exercised, the parties may elect to substitute the $1 million purchase price, in whole or in part, with equipment and infrastructure\nimprovements to enable the Company to have access to up to an additional 10 MWs of electricity to the facility’s currently available\nelectrical power capacity. The Company’s facility currently has electrical capacity of up to 10 MW. The Agreement has a term of\n24 months.\n\n \n\nThe\nCompany considered the terms of the Option under ASC 815 and concluded that the Option is a non-option embedded derivative with no initial\nfair value and would not require bifurcation from the host contract. ASC 606 states that consideration payable to a customer should be\nrecorded as a direct reduction to the transaction price. Therefore, the Company determined the transaction should be accounted for on\na net basis, and the fair value of the equity should be recorded as a direct deduction from rental revenue. The Company determined that\nthe share issuances would be treated as lease incentives and ASC 842-10-30-5 requires lease incentives to be recorded as a reduction\nof fixed payments when determining lease payments. The Company concluded that the equity portion of the agreement should be recorded\nat fair value on the grant date. Upon recording the equity at fair value at the time of issuance and taking into consideration that revenue\nshould be reduced by the fair value of equity, the Company determined that the fair value of the equity exceeds the total cash to be\nreceived based on the fair value of the contract at the date of issuance, resulting in a contract loss at inception of $184.\n\n \n\nThe\nCompany applied the guidance under ASU 2021-05 and determined that it would be appropriate to account for the entire loss at commencement\nand recognize that loss as a future equity commitment. The loss is based on the difference between the amount of cash to be received\nunder the contract and the fair value of the stock to be issued under the contract. As the lease actually commenced on April 1, 2023,\nthe Company began accounting for the lease on that date. At lease inception, the Company recorded a lease incentive loss of $184 and\nrecorded an operating lease liability in the corresponding amount. The lease liability was reduced over the lease term period in conjunction\nwith the issuance of the shares. On March 15, 2025, the lease agreement with the Tenant expired.\n\n \n\nDuring\nthe year ended December 31, 2024, the Company received $420,\nissued 62\nmillion shares of common stock and reduced the lease liability by $96.\nDuring the year ended December 31, 2025, the Company received $113,\nreduced the lease liability by $20,\nissued 0\nshares of common stock, and recorded 56,000,000\nshares of common stock to be issued. At December 31, 2025, the Company recorded a liability of $360\nfor 88,000,000\nshares of common stock potentially issuable under the Agreements. These shares have yet to be issued pending administrative closeout of the contract and mutually agreeable releases.\n\n \n\nF-13\n\n \n\n \n\n**Legal\nproceedings**\n\n \n\nThe\nCompany is not a party to any material legal proceedings and, to management’s knowledge, no such proceedings have been threatened.\nFrom time to time, the Company may be involved in routine litigation or claims that arise in the ordinary course of business; however,\nmanagement does not believe that any such matters will have a material effect on the Company’s financial position, results of operations,\nor cash flows.\n\n \n\n**Note\n10. Employee Benefit Plans**\n\n \n\nThe\nCompany maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified\nemployees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary contributions of\nup to 100% of employee contributions. During the years ended December 31, 2025 and 2024, the Company made contributions to the 401(k)\nPlan of $3 and $3, respectively.\n\n \n\n**Note\n11. Related Party Transactions**\n\n \n\nOn\nSeptember 23, 2025, the Company issued shares of its common stock to a director. The Company issued 500,000,000 shares of common stock\nto a director in settlement of $56 of previously accrued fees. The shares have a par value of $0.001, resulting in $500 recorded to common\nstock. The excess of par value over the liability settled, totaling $444, was recorded as a reduction to additional paid-in capital.\nNo incremental compensation expense was recognized as the related services had been fully accrued in prior periods.\n\n \n\nIn\nseparate transactions on September 23, 2025, the Company issued 100,000,000\nshares to its Interim CEO & CFO and 100,000,000\nshares to an employee. The shares were granted at a fair value of $0.0001\nper share, resulting in compensation expense of $10\nfor each grant. The shares carry a par value of $0.001,\nresulting in $100\nrecorded to common stock for each issuance. The excess of par value over the fair value of the shares issued, totaling $90\nfor each grant, was recorded as a reduction to additional paid-in capital. The shares were vested on grant date.\n\n \n\n*Loans\nPayable – Related Party*\n\n \n\nOn\nAugust 1, 2023, a former executive loaned the Company $15. The loan bears interest at an annual rate of 4.43%. A maturity date has not\nyet been set. For the years ended December 31, 2025 and 2024, respectively, the Company recorded $0.7 and $0.6 of interest expense in\nrespect of this loan.\n\n \n\n*Accounts\nPayable – Related Party*\n\n \n\nDuring\nthe year ended December 31, 2023, a former executive paid consultants reimbursable by the Company in the amount of $20,\nwhich are outstanding as of December 31, 2025. During the year ended December 31, 2024, an executive paid legal fee reimbursable by\nthe company in the amount of $25,\nwhich are outstanding as of December 31, 2025. The total related-party payable balance outstanding as of December 31, 2025 was $45.\n\n \n\n**Note\n12. Income Taxes**\n\n****\n\n** **\n\n**Components\nof Income (Loss) before Income Taxes**\n\n \n\nAs\nrequired by ASU 2023-09, the components of loss before income taxes are as follows:\n\n \n\n Schedule of Components of Loss Before Income Taxes\n\n  \n2025  \n2024 \n\n  \nFor the year ended December 31, \n\n  \n2025  \n2024 \n\nDomestic (U.S.) \n$(219) \n$5,521 \n\nForeign \n -  \n - \n\nTotal income (loss) before income taxes \n$(219) \n$5,521 \n\n \n\n****\n\n**Effective\nTax Rate Reconciliation**\n\n \n\nThe\nfollowing table reconciles the income tax benefit computed at the U.S. federal statutory rate to the Company’s reported income\ntax expense. Percentages are based on the loss before income taxes.\n\n \n\n Schedule of Effective Income Tax Rate Reconciliation\n\nFor the year ended December 31, \n2025($)  \n2025(%)  \n2024($)  \n2024(%) \n\nFederal statutory tax (at 21%) \n$(46) \n 21.0% \n$1,159  \n 21.0%\n\nState and local income taxes, net 1 \n (9) \n 4.1% \n 235  \n 4.3%\n\nNon-taxable or non-deductible items \n    \n    \n    \n   \n\n Change in fair value of derivatives 2 \n -  \n 0.0% \n (1,496) \n -27.1%\n\n Other permanent items \n 1  \n -0.5% \n -  \n 0.0%\n\nChanges in valuation allowances \n 54  \n -24.6% \n 102  \n 1.8%\n\nIncome tax expense (benefit) \n$-  \n 0.0% \n$-  \n 0.0%\n\n \n\n*1**The state and\nlocal income tax category is primarily comprised of taxes related to the state of Georgia, which represents 100% of the Company’s\nstate tax effect for the periods presented, net of federal tax benefits.*\n\n* *\n\n*2**In accordance\nwith ASU 2023-09, the Company has disaggregated reconciling items that exceed 5% of the statutory tax amount. This includes the non-taxable\nchange in fair value of derivatives in 2024.*\n\n* *\n\n**Deferred Tax Assets and Liabilities**\n\n****\n\n****\n\n \n\nSignificant\ncomponents of the Company’s deferred tax assets are as follows:\n\n \n\n Schedule of Components of Deferred Tax Assets\n\n  \n2025  \n2024 \n\n  \nAs\nof December 31, \n\n  \n2025  \n2024 \n\nU.S.\nfederal tax loss carry–forward \n$19,039  \n$18,994 \n\nU.S.\nState tax loss carry–forward \n 464  \n 455 \n\nEquity\nbased compensation \n 8,567  \n 8,567 \n\nFixed assets, intangibles, and goodwill \n (51) \n (51)\n\nLong-term\ninvestments \n (7) \n (7)\n\nTotal\ndeferred tax assets \n 28,012  \n 27,958 \n\nLess:\nvaluation allowance \n (28,012) \n (27,958)\n\nNet\ndeferred tax asset \n$-  \n$- \n\n \n\nF-14\n\n \n\n \n\n**Income\nTaxes Paid (Disaggregated by Jurisdiction)**\n\n \n\nThe\nCompany paid no material income taxes during the years ended December 31, 2025, and 2024.\n\n \n\n Schedule of Material Income Taxes Paid\n\n  \n2025  \n2024 \n\n  \nFor the year ended December 31, \n\n  \n2025  \n2024 \n\nFederal (U.S.) \n$-  \n$- \n\nState and local (Georgia) \n -  \n - \n\nForeign \n -  \n - \n\nTotal Income Taxes Paid, net of refunds. \n$-  \n$- \n\n \n\n**Operating\nLoss Carryforwards**\n\n \n\nAs\nof December 31, 2025, the Company has gross federal net operating loss (“NOL”) carryforwards of approximately $90,661 and\ngross state net operations loss carryforwards of $10,261. As it is not more likely than not that the resulting deferred tax benefits\nwill be realized, a full valuation allowance has been recognized for such deferred tax assets. Federal and state laws impose substantial\nrestrictions on the utilization of tax attributes in the event of an “ownership change,” as defined in Section 382 of the\nInternal Revenue Code. As of December 31, 2025, the Company performed a high-level review of its changes in ownership and determined\nthat a change of control event likely occurred under Section 382 of the Internal Revenue Code and the Company’s net operating loss\ncarryforwards are likely to be limited.\n\n \n\nThe Company\nhas adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions\ntaken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return\nbe recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax\nauthorities.\n\n \n\nTax positions\nthat meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of\ntax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open\nincome tax returns that were considered to be uncertain.\n\n \n\nThe\nCompany files income tax returns in the U.S. federal jurisdiction and Georgia jurisdiction. With few exceptions, the Company is no longer\nsubject to U.S. federal, state and local, or non-U.S. income tax examination by tax authorities for years before 2022. The Internal Revenue\nService has not recently informed the Company of any pending examinations.\n\n \n\n**Note\n13. Subsequent Events**\n\n \n\nThe\nCompany has evaluated subsequent events through the date these financial statements were issued and determined the following are material:\n\n \n\nOn\nDecember 23, 2025, we initiated a common stock offering to raise up to $1,000 at $0.001 per share from accredited investors. The offering\nis exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.\nAt December 31, 2025, we had raised $300 and issued 300,000,000 shares of common stock. Subsequent to December 31, 2025, we raised an\nadditional $375 and issued 375,000,000 shares of common stock. The offering closed on January 29, 2026 with the company raising $675\nin aggregate and issuing a total of 675,000,000 common shares.\n\n \n\nIn February 2026, the Company bound a Management Liability\n(Directors & Officers) insurance policy with a $1,000 aggregate limit of liability. The policy provides coverage for an annual period\nand includes Insuring Agreements A, B, and C. The annual premium for the policy is $34, plus applicable fees and taxes. This policy replaces\ncoverage that had been previously exhausted.\n\n \n\nNo\nother subsequent events requiring disclosure were identified.\n\n \n\nF-15\n\n** **"}