RESTATEMENT

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

RESTATEMENT

NOTE 18 – RESTATEMENT

During 2025, management of the Company identified errors in its previously issued consolidated financial statements as of and for the year ended December 31, 2024. Upon completing its evaluation, management determined that these errors were material, individually and in the aggregate, to the previously issued financial statements and that restatement was required.

Accordingly, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2024, in accordance with ASC 250-10, Accounting Changes and Error Corrections. The restated consolidated financial statements supersede the previously issued financial statements for the period then ended and should be read in their place.

In addition to the error corrections described below, two items have been presented on a retrospective basis in the accompanying consolidated financial statements. These items are not error corrections and are described as follows:

Discontinued Operations — Jubilee. Management determined during 2025 that Jubilee meets the criteria for classification as a discontinued operation under ASC 205-20, Presentation of Financial Statements — Discontinued Operations. Accordingly, the results of operations, assets, and liabilities attributable to Jubilee have been reclassified and presented separately as discontinued operations for all periods presented. This reclassification represents a change in financial statement presentation and does not affect previously reported net loss attributable to the Company as a whole.

Reverse Stock Split. The Company effected a 1-for-500 reverse stock split during 2025. In accordance with ASC 260-10, Earnings Per Share, all share and per-share data in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted to reflect the reverse stock split for all periods presented. This adjustment represents a capital structure change and does not constitute a correction of an error.

1.	Revenue and Accounts Receivable. The Company determined that certain revenue and corresponding accounts receivable balances recorded during the year ended December 31, 2024 did not satisfy the performance obligation criteria required for recognition under ASC 606, Revenue from Contracts with Customers, based on information available as of the reporting date. The correction of this error decreased revenue by $555,195 and decreased accounts receivable by $555,195 in the restated financial statements, with a corresponding increase to net loss of $555,195.
2.	Allowance for Credit Loss — Note Receivable. The Company held a note receivable, including accrued interest, with a carrying value of $105,326 as of December 31, 2024. Management determined that collection of this balance was not probable as of the reporting date and that a full allowance for credit loss should have been recorded. The correction of this error reduced the net carrying value of the note receivable to zero and increased bad debt expense by $105,326, with a corresponding increase to net loss of $105,326.
3.	Misclassification of Cash and Related Party Transactions. Management determined that a cash balance included within the Company’s consolidated balance sheet as of December 31, 2024 was attributable to a related party and did not represent an asset of the Company. The correction of this error decreased cash by $52,355, decreased revenue by $52,355, and increased related party liabilities by $30,002, with a corresponding increase to net loss of $52,355.

4.	Unaccrued Interest Expense. The Company failed to accrue interest expense on outstanding debt obligations for a portion of the year ended December 31, 2024, representing a period-end cutoff error. The correction of this error increased accrued interest payable by $18,205 and increased interest expense by $18,205, with a corresponding increase to net loss of $18,205.
5.	Unaccrued Vendor Obligations. The Company failed to record certain vendor invoices and payable balances as of December 31, 2024, representing a period-end cutoff error. The correction of this error increased accounts payable and accrued liabilities by $15,093, attributable to continuing operations, and increased liabilities of discontinued operations by $128,838, attributable to Jubilee, with corresponding increases to operating expenses and loss from discontinued operations of $15,093 and $128,838, respectively.
6.	Accrued Compensation Payments. The Company recorded accrued compensation liabilities and subsequently made payroll payments; however, such payments were not applied against the accrued compensation balance, resulting in a duplicate recognition of payroll expense. Management determined that the accrued compensation balance was overstated as of December 31, 2024. The correction of this error decreased accrued liabilities by $56,666 and reduced payroll expense by $56,666, with a corresponding decrease in net loss of $56,666.

Aggregate Effect on Net Loss and Accumulated Deficit

The aggregate effect of all restatement adjustments resulted in an increase to net loss for the year ended December 31, 2024 of $826,206 and a corresponding increase to the accumulated deficit as of December 31, 2024 of $806,206, from $3,096,015 as previously reported to $3,922,221 as restated. There was no restatement impact on periods prior to the year ended December 31, 2024.

Basic and diluted net loss per share for the year ended December 31, 2024 was $(0.56) as restated, reflecting the aggregate effect of the restatement adjustments on net loss. All per-share and share amounts have been retroactively adjusted to reflect the 1-for-500 reverse stock split for all periods presented.