UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ____________ to ____________.

~~Commission~~NEURALBASE ~~File~~AI ~~Number:~~LTD. ~~000-33325~~(Exact name of registrant as specified in its charter)

NEURALBASE AI LTD. (Exact Name of Registrant as Specified in Its Charter)

Nevada		000-33325		N/A
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Nevada N/A (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.)

Calle 98 No.19 A - 79 AP

410 Localidad De Chapinero

Bogota 00000l, Colombia

(Address of principal executive offices, including zip code.)

+1 (727 ) 314 3717

~~Registrant’s~~(Telephone ~~telephone~~ number, including area code)

Securities registered under Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~November~~May 14, ~~2024~~2025, the registrant had 150,~~499~~200,~~338,547~~ 183 shares of common stock issued and outstanding.

NEURALBASE AI LTD.

FORM 10-Q

Index

PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements.	4	4
	CONDENSED CONSOLIDATED BALANCE SHEETS	4	4
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)	5	5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)		6
	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)	6
	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED)		7
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)	7
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)		8
	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	8
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	14	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	15	17
Item 4.	Controls and Procedures.	15	17
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	17	18
Item 1A.	Risk Factors.	17	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17	18
Item 3.	Defaults Upon Senior Securities.	17	18
Item 4.	Mine Safety Disclosures.	17	18
Item 5.	Other Information.	17	18
Item 6.	Exhibits.	18	19

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-Q and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “expect,” “future,” “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by us in this quarterly report on Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading “Risk Factors” which may be included in the Company’s Registration Statement on Form 10 as previously filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Commission that advise interested parties of the risks and factors that may affect the Company’s business.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed ~~Consolidated~~ Financial Statements.

NEURALBASE AI LTD . AND SUBSIDIARIES

~~CONDENDSED~~ CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024(Unaudited)			December 31, 2023
ASSETS
Current assets
Cash		-			-
Total assets		-			-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		183,110			1,650,728
Accounts payable and accrued liabilities - related party		-			612,500
Advances		127,650			127,650
Advances - Related party		80,680			80,680
Judgement payable		103,000			103,000
Notes payable - related party		7,000			7,000
Notes payable		137,116			79,771
Total current liabilities		638,556			2,661,329
Notes payable, net of debt discount		46,000			46,000
Total liabilities		684,556			2,707,329
Stockholders' deficit
Preferred stock, $0.0001 par value, 480,000,000 shares authorized, 0 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		-			-
Class A Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 9,003,774 and 3,774 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		900			900
Class B Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 3,500,000 and 3,500,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		350			350
Common stock, $0.0001 par value, 2,500,000,000 shares authorized, 1,499,338,547 and 1,499,338,547 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		149,934			149,934
Additional paid in capital		3,105,176			2,385,176
Accumulated deficit		(3,940,916	)		(5,243,689	)
Total stockholders' deficit		(684,556	)		(2,707,329	)
Total liabilities and stockholders' deficit		-			-

(Unaudited)

See accompanying notes to the condensed consolidated financial statements

	March 31, 2025			December 31, 2024
ASSETS
Current assets
Cash		-			-
Total current assets		-			-

Total assets		-			-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		194,870			201,628
Advances		127,650			127,650
Advances - Related party		80,680			80,680
Judgement payable		103,000			103,000
Notes payable - related party		7,000			7,000
Notes payable		171,194			143,039
Total current liabilities		684,394			662,997

Notes payable, net of debt discount		46,000			46,000

Total liabilities		730,394			708,997

Stockholders' deficit
Preferred stock, $0.0001 par value, 480,000,000 shares authorized,
0 and 0 shares issued and outstanding as of
March 31, 2025 and December 31, 2024, respectively		-			-
Class A Preferred stock, $0.0001 par value, 10,000,000 shares authorized,
8,003,774 and 9,003,774 shares issued and outstanding as of
March 31, 2025 and December 31, 2024, respectively		800			900
Class B Preferred stock, $0.0001 par value, 10,000,000 shares authorized,
3,500,000 and 3,500,000 shares issued and outstanding as of
March 31, 2025 and December 31, 2024, respectively		350			350
Common stock, $0.0001 par value, 2,500,000,000 shares authorized,
50,200,183 and 200,183 shares issued and outstanding as of
March 31, 2025 and December 31, 2024, respectively		5,020			20
Additional paid in capital		3,250,190			3,255,090
Accumulated deficit		(3,986,754	)		(3,965,357	)
Total stockholders' deficit		(730,394	)		(708,997	)

Total liabilities and stockholders' deficit		-			-

4See ~~Table~~accompanying ofnotes ~~Contents~~to the condensed consolidated financial statements

~~NEURALBASE~~4 AITable ~~LTD~~of ~~. AND SUBSIDIARIES~~ Contents

~~CONDENSED~~NEURALBASE ~~CONSOLIDATED~~AI ~~STATEMENTS~~LTD. OFAND ~~OPERATIONS~~ SUBSIDIARIES

~~(Unaudited)~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended						For the nine months ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Operating expenses
General and administrative		9,430			11,950			21,140			247,419
Professional fees		8,075			-			36,120			-
Total operating expenses		17,505			11,950			57,260			247,419
Loss from operations		(17,505	)		(11,950	)		(57,260	)		(247,419	)
Other income (expenses)
Gain on forgiveness of accrued liabilities		2,092,457			-			2,092,457			-
Interest expense		(4,948	)		(2,342	)		(12,424	)		(6,467	)
Loss on acquisition of intangible assets		-						(720,000	)
Total other income (expenses)		2,087,509			(2,342	)		1,360,033			(6,467	)
Net loss before tax provision		2,070,004			(14,292	)		1,302,773			(253,886	)
Tax provision		-			-			-			-
Net income (loss)	$	2,070,004		$	(14,292	)	$	1,302,773		$	(253,886	)
Net income (loss) per common share - basic and diluted	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		1,499,338,835			1,499,338,835			1,499,338,835			1,499,338,835

(Unaudited)

See accompanying notes to the condensed consolidated financial statements

	For the three months ended
	March 31, 2025			March 31, 2024

Revenue	$	-		$	-

Cost of goods sold		-			-

Gross profit		-			-

Operating expenses
General and administrative		2,438			6,980
Professional fees		14,000			26,500
Total operating expenses		16,438			33,480

Loss from operations		(16,438	)		(33,480	)

Other income (expenses)
Interest expense		(4,959	)		(3,544	)
Total other income (expenses)		(4,959	)		(3,544	)

Net loss before tax provision		(21,397	)		(37,024	)
Tax provision		-			-
Net income (loss )	$	(21,397	)	$	(37,024	)

Net income (loss) per common share - basic and diluted	$	(0.00	)	$	(0.18	)

Weighted average number of common shares outstanding - basic and diluted		36,666,667			200,183

5See ~~Table~~accompanying ofnotes ~~Contents~~to the condensed consolidated financial statements

~~NEURALBASE~~5 AITable ~~LTD~~of ~~. AND SUBSIDIARIES~~ Contents

~~CONDENSED~~NEURALBASE ~~CONSOLIDATED~~AI ~~STATEMENTS~~LTD. OFAND ~~CASH~~SUBSIDIARIES ~~FLOWS~~

~~(Unaudited)~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

	For the nine months ended
	September 30, 2024			September 30, 2023
Cash Flows from Operating Activities
Net income (loss)	$	1,269,569		$	(253,886	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment of goodwill		720,000			-
Gain on settlement of accrued liabilities		(2,059,292	)		-
Changes in assets and liabilities
Accounts payable and accrued liabilities		12,378			150,282
Accounts payable and accrued liabilities - related party		-			75,000
Net cash used in operating activities		(57,345	)		(28,604	)
Cash Flows from Financing Activities:
Proceeds from notes payable		57,345			28,604
Net cash provided by in financing activities		57,345			28,604
Net increase in cash		-			-
Cash, beginning of period		-			-
Cash, end of period	$	-		$	-
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for asset purchase agreement	$	-		$	405,000

(Unaudited)

See accompanying notes to the condensed consolidated financial statements

															Additional						Total
	Class A Preferred Stock						Class B Preferred Stock				Common Stock				Paid-in			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2024		9,003,774			900			3,500,000		350		200,183		20		3,255,090			(3,965,357	)		(708,997	)
Conversion of Class A Preferred Stock to Common stock		(1,000,000	)		(100	)		-		-		50,000,000		5,000		(4,900	)		-			-
Net loss		-			-			-		-		-		-		-			(21,397	)		(21,397	)
Balance, March 31, 2025		8,003,774			800			3,500,000		350		50,200,183		5,020		3,250,190			(3,986,754	)		(730,394	)

6 Table of Contents

													Additional					Total
	Class A Preferred Stock				Class B Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2023		9,003,774		900		3,500,000		350		200,183		20		2,535,090		(4,838,689	)		(2,302,329	)
Net loss		-		-		-		-		-		-		-		(37,024	)		(37,024	)
Balance, March 31, 2024		9,003,774		900		3,500,000		350		200,183		20		2,535,090		(4,875,713	)		(2,339,353	)

~~NEURALBASE~~See AIaccompanying ~~LTD~~notes .to ~~AND~~the ~~SUBSIDIARIES~~ condensed consolidated financial statements

~~CONDENSED~~6 ~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF STOCKHOLDERS' DEFICIT~~ Contents

~~(Unaudited)~~NEURALBASE AI LTD. AND SUBSIDIARIES

	Class A Preferred Stock						Class B Preferred Stock				Common Stock				AdditionalPaid-in		Accumulated			TotalStockholders'
	Shares			Amount			Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2023		9,003,774			900			3,500,000		350		1,499,338,835		149,934		2,385,176		(5,243,689	)		(2,707,329	)
Net loss		-			-			-		-		-		-		-		(37,024	)		(37,024	)
Balance, March 31, 2024		9,003,774			900			3,500,000		350		1,499,338,835		149,934		2,385,176		(5,280,713	)		(2,744,353	)
Return of shares issued for asset purchase agreement		(9,000,000	)		(900	)		-		-		-		-		900		-			-
Shares issued for services		9,000,000			900			-		-		-		-		719,100		-			720,000
Net loss		-			-			-		-		-		-		-		(730,207	)		(730,207	)
Balance, June 30, 2024		9,003,774			900			3,500,000		350		1,499,338,835		149,934		3,105,176		(6,010,920	)		(2,754,560	)
Net income		-			-			-		-		-		-		-		2,070,004			2,070,004
Balance, September 30, 2024		9,003,774			900			3,500,000		350		1,499,338,835		149,934		3,824,276		(3,940,916	)		(684,556	)
Balance, December 31, 2022		3,774			-			3,500,000		350		1,499,338,835		149,934		1,981,076		(4,581,707	)		(2,450,347	)
Shares issued for asset purchase agreement		9,000,000			900			-		-		-		-		404,100		-			405,000
Net loss		-			-			-		-		-		-		-		(111,037	)		(111,037	)
Balance, March 31, 2023		9,003,774			900			3,500,000		350		1,499,338,835		149,934		2,385,176		(4,692,744	)		(2,156,384	)
Net loss		-			-			-		-		-		-		-		(128,557	)		(128,557	)
Balance, June 30, 2023		9,003,774			900			3,500,000		350		1,499,338,835		149,934		2,385,176		(4,821,301	)		(2,284,941	)
Net loss		-			-			-		-		-		-		-		(14,292	)		(14,292	)
Balance, September 30, 2023		9,003,774			900			3,500,000		350		1,499,338,835		149,934		2,385,176		(4,835,593	)		(2,299,233	)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~See accompanying notes to the condensed consolidated financial statements~~(Unaudited)

7 Table of Contents

	For the three months ended
	March 31, 2025			March 31, 2024
Cash Flows from Operating Activities
Net loss	$	(21,397	)	$	(37,024	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Changes in assets and liabilities
Accounts payable and accrued liabilities		(6,758	)		4,959
Accounts payable and accrued liabilities - related party		-			-
Net cash used in operating activities		(28,155	)		(32,065	)

Cash Flows from Financing Activities:

Proceeds from notes payable		28,155			32,065
Net cash provided by financing activities		28,155			32,065

Net increase in cash		-			-

Cash, beginning of period		-			-

Cash, end of period	$	-		$	-

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Shares issued for asset purchase agreement	$	-		$	405,000

~~NEURALBASE~~See AIaccompanying ~~LTD~~notes to the condensed consolidated financial statements

~~(FKA~~7 ~~VIRATECH~~Table ~~CORP.~~of )Contents

~~NOTES~~NEURALBASE TOAI ~~CONDENSED~~LTD ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~FOR~~(FKA ~~THE~~VIRATECH ~~NINE~~CORP. ~~MONTHS ENDED SEPTEMBER 30, 2024 AND AS OF DECEMBER 31, 2023~~ )

~~NOTE~~NOTES 1TO –CONDENSED CONSOLIDATED ~~NATURE~~FINANCIAL ~~OF BUSINESS AND OPERATIONS~~STATEMENTS

~~Organization~~March 31, 2025

~~NEURALBASE~~NOTE AI1 ~~LTD.~~– ~~AND~~NATURE ~~SUBSIDIARIES~~OF ~~(formerly~~BUSINESS ~~known~~AND as Viratech Corp, Imperia Entertainment, Soleil Film and Television, Inc. Ameridream Entertainment, Inc. and Mc Smoothie’s, Inc. (the Company) was incorporated under the laws of the state of California as Acquisition Solutions on March 21, 2000. It became a Nevada corporation on July 18, 2006.OPERATIONS

OnOrganization March 7, 2023, the Company received notice of resignation from Mr. Henry Chang Manayan (“Mr. Manayan”) sole-officer and director of the Company (the “Resignation”), Mr. Manayan stated that his resignation was not the result of any disagreements between himself and the Company relating to the Company’s operations, policies, or practices. Effective immediately upon the resignation of Mr. Manayan, the Company appointed Mr. Charandeep Gopishetty (“Mr. Gopishetty”) to serve as President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Director of the Company to serve until the next annual meeting of the Company or until his respective successor is duly appointed. Mr. Gopishetty accepted the appointments, effective as of March 7, 2023.

OnNEURALBASE ~~May~~AI ~~16,~~LTD. ~~2024,~~AND ~~the~~SUBSIDIARIES ~~Company, Gopishetty, and Blackwell entered an Unwind Agreement and Mutual Release~~ (~~the~~formerly ~~“Unwind~~known ~~Agreement”),~~as ~~for~~Viratech ~~the purpose of unwinding~~Corp, ~~and~~Imperia ~~rendering void~~Entertainment, ~~the~~Soleil ~~Purchase~~Film ~~Agreement (“Original APA”) executed by~~ and ~~between~~Television, ~~the~~Inc. ~~Company,~~Ameridream ~~Gopishetty~~Entertainment, ~~and Blackwell~~Inc. ~~The Parties have mutually~~ and ~~voluntarily~~Mc ~~agreed~~Smoothie’s, ~~to unwind the transaction contemplated by the Original APA~~Inc. ~~Accordingly,~~ (the Company) ~~shall~~was ~~return~~incorporated ~~all~~under the ~~Assets~~laws ~~acquired~~of ~~pursuant to~~ the ~~terms~~state ~~and conditions~~ of ~~the~~California ~~Original~~as ~~APA~~Acquisition ~~once~~Solutions ~~Gopishetty~~on ~~has~~March ~~cancelled~~21, ~~and~~2000. ~~returned~~It tobecame ~~the~~a ~~Company’s~~Nevada ~~treasury,~~corporation ~~the~~on ~~9,000,000~~July ~~restricted shares of the Company’s Series A Preferred Stock received per the terms of the Original APA. Each of Company~~18, ~~Gopishetty, and Blackwell have made other representations as part of the Unwind Agreement~~2006.

~~Concurrently~~On ~~with~~March ~~the execution of the Unwind Agreement~~7, ~~on May 16~~2023, ~~2024,~~ the Company ~~entered~~received ~~into~~notice anof ~~Asset~~resignation ~~Purchase~~from ~~Agreement (“Purchase Agreement”), with~~ Mr. ~~Frank~~Henry ~~Gomez~~Chang ~~and~~Manayan ~~Grupo FG SAS, which is the alter-ego of~~ (“Mr. ~~Gomez (the “Seller~~Manayan”). ~~Grupo~~sole-officer ~~FG SAS does not currently conduct any business~~ and ~~was~~director ~~formed~~of ~~specifically~~the toCompany ~~hold various proprietary Artificial Intelligence~~ (the “AIResignation”), ~~assets relating to that certain technology known as “Multidoc AI”~~Mr. ~~Multidoc~~Manayan AIstated ~~is an artificial intelligence system~~ that ~~allows~~his ~~businesses~~resignation ~~and~~was ~~organizations~~not ~~to create their own AI assistants capable of resolving queries by extracting information from~~ the ~~universe~~result of ~~documents~~any ~~within~~disagreements ~~the~~between ~~client~~himself ~~company itself. Multidoc AI allows organizations to manage their own digital, scanned, or handwritten documents~~ and ~~when a queried, Multidoc AI not only resolves~~ the ~~request~~Company ~~but~~relating ~~also indicates from which paragraphs and documents it extracted the information~~ to ~~corroborate~~ the ~~answer accuracy (collectively, all assets held by Grupo FG and all related proprietary and non-proprietary technology, know-how, and all other facets of Seller~~Company’s operations, ~~are~~policies, ~~referred~~or ~~to as the “Acquired Assets”)~~practices. ~~The~~Effective ~~Company~~immediately ~~acquired~~upon the ~~Acquired~~resignation ~~Assets~~of inMr. ~~exchange for 9~~Manayan,~~000,000~~ ~~restricted shares of~~ the Company’s ~~Series~~appointed AMr. ~~Preferred~~Charandeep ~~Stock~~Gopishetty (~~the~~ “~~Shares~~Mr. Gopishetty”) to beserve ~~issued~~as ~~to Seller~~President, orChief ~~his~~Executive ~~assigns~~Officer, ~~concurrently~~Treasurer, ~~with~~Chief ~~the~~Financial ~~closing of the Purchase Agreement. The Shares convert at a ratio of 1-for-50~~Officer, ~~meaning~~and ~~each~~Director ~~share~~ of ~~Series A Preferred Stock converts into 50 shares of Common Stock, and~~ the ~~Shares~~Company ~~carry voting rights equal~~ to ~~500~~serve ~~times~~until the ~~number~~next ofannual ~~shares~~meeting of ~~Common~~the ~~Stock~~Company ~~into~~or ~~which~~until ~~shares~~his ofrespective ~~Series~~successor ~~A Preferred Stock~~ is ~~then~~duly ~~convertible,~~appointed. ~~thus~~Mr. ~~giving~~Gopishetty ~~Seller~~accepted ~~voting control of~~ the ~~Company. Additionally~~appointments, ~~each~~effective as of ~~the~~March ~~Company and Seller made customary representations~~7, ~~warranties, covenants, and indemnities in connection with the Purchase Agreement~~2023.

On May 16, 2024, the Company, Gopishetty, and inBlackwell ~~connection~~entered ~~with~~an ~~the~~Unwind ~~aforementioned~~Agreement and Mutual Release (the “Unwind Agreement”), ~~Charandeep~~for ~~Gopishetty~~the ~~resigned~~purpose asof ~~Sole-Officer~~unwinding, and ~~Director~~rendering ofvoid, the Purchase Agreement (“Original APA”) executed by and between the Company, Gopishetty, and Blackwell. The ~~resignations~~Parties ~~were~~have ~~not~~mutually and voluntarily agreed to unwind the ~~result~~transaction ofcontemplated ~~any~~by ~~disagreement~~the ~~with~~Original APA. Accordingly, the Company onshall ~~any~~return ~~matter~~all ~~relating~~the Assets acquired pursuant to the terms and conditions of the Original APA once Gopishetty has cancelled, and returned to the Company’s ~~operations~~treasury, ~~policies~~the 9,000,000 orrestricted ~~practices~~shares of the Company’s Series A Preferred Stock received per the terms of the Original APA. Each of Company, Gopishetty, and Blackwell have made other representations as part of the Unwind Agreement.

~~Effective~~Concurrently ~~immediately~~with ~~upon~~the execution of the ~~foregoing~~Unwind ~~resignation~~Agreement, on May 16, 2024, the ~~Corporation~~Company ~~appointed~~entered into an Asset Purchase Agreement (“Purchase Agreement”), with Mr. Frank Gomez (“and Grupo FG SAS, which is the alter-ego of Mr. Gomez (the “Seller”). Grupo FG SAS does not currently conduct any business and was formed specifically to ~~serve~~hold various proprietary Artificial Intelligence (“AI”) assets relating to that certain technology known as ~~Sole-Officer~~“Multidoc AI”. Multidoc AI is an artificial intelligence system that allows businesses and ~~Director~~organizations to create their own AI assistants capable of resolving queries by extracting information from the ~~Corporation~~universe of documents within the client company itself. Multidoc AI allows organizations to ~~serve~~manage ~~until~~their own digital, scanned, or handwritten documents and when a queried, Multidoc AI not only resolves the ~~next~~request ~~annual~~but ~~meeting~~also ofindicates from which paragraphs and documents it extracted the ~~Corporation~~information orto ~~until~~corroborate ~~his~~the ~~respective~~answer ~~successor~~accuracy is(collectively, ~~duly~~all ~~appointed.~~assets Mrheld by Grupo FG and all related proprietary and non-proprietary technology, know-how, and all other facets of Seller’s operations are referred to as the “Acquired Assets”). ~~Gomez~~The ~~accepted~~Company acquired the ~~appointments~~Acquired ~~dated~~Assets ~~even~~in ~~herewith~~exchange for 9,000,000 restricted shares of the Company’s Series A Preferred Stock (the “~~Appointment Date~~Shares”) to be issued to Seller, or his assigns, concurrently with the closing of the Purchase Agreement. The Shares convert at a ratio of 1-for-50, meaning each share of Series A Preferred Stock converts into 50 shares of Common Stock, and the Shares carry voting rights equal to 500 times the number of shares of Common Stock into which shares of Series A Preferred Stock is then convertible, thus giving Seller voting control of the Company. Additionally, each of the Company and Seller made customary representations, warranties, covenants, and indemnities in connection with the Purchase Agreement.

8On ~~Table~~May 16, 2024, and in connection with the aforementioned Unwind Agreement, Charandeep Gopishetty resigned as Sole-Officer and Director of ~~Contents~~the Company. The resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

~~NOTE~~Effective 2immediately –upon ~~GOING~~the ~~CONCERN~~foregoing resignation, the Corporation appointed Mr. Frank Gomez (“Mr. Gomez”) to serve as Sole-Officer and Director of the Corporation to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed. Mr. Gomez accepted the appointments dated even herewith (the “Appointment Date”).

~~The~~8 ~~accompanying~~Table financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2024, the Company incurred net income of $1,360,033 and accumulated deficits of $3,940,916. These conditions raise substantial doubt about the Company's ability to continue as a going concern.Contents

WeNOTE ~~are~~2 ~~entirely~~– ~~dependent~~GOING on our ability to attract and receive funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans. Any additional equity financing may involve substantial dilution to our then existing stockholders.CONCERN

~~NOTE~~The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. During the three months ended March 31, 2025, the Company incurred net loss from operations of $21,397 and accumulated deficits of $3,986,754. –These ~~SUMMARY~~conditions OFraise ~~SIGNIFICANT~~substantial ~~ACCOUNTING~~doubt ~~POLICIES~~about the Company's ability to continue as a going concern.

~~Principles~~We are entirely dependent on our ability to attract and receive funding from either the sale of ~~consolidation~~securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans. Any additional equity financing may involve substantial dilution to our then existing stockholders.

~~The~~NOTE ~~consolidated~~3 ~~financial~~– ~~statements~~SUMMARY ~~include~~OF ~~the~~SIGNIFICANT ~~accounts~~ACCOUNTING ~~of Viratech, Corp. and its wholly owned subsidiaries Cambridge Golf, LLC, Body Symphony, LLC, and Medori, LLC. All significant inter-company transactions and balances have been eliminated.~~POLICIES

~~Use~~Principles of ~~Estimates~~consolidation

The ~~preparation~~consolidated of financial statements ininclude ~~conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect~~ the ~~reported~~accounts ~~amounts~~ of ~~assets~~Viratech, ~~and~~Corp. ~~liabilities~~ and ~~disclosure~~its ofwholly ~~contingent~~owned ~~assets~~subsidiaries ~~and~~Cambridge ~~liabilities~~Golf, atLLC, ~~the~~Body ~~date~~Symphony, ofLLC, ~~the financial statements~~ and ~~the~~Medori, ~~reported~~LLC. ~~amounts~~All ofsignificant ~~revenue~~inter-company transactions and ~~expenses~~balances ~~during~~have ~~the~~been ~~reporting period~~eliminated. ~~Actual results could differ significantly from those estimates.~~

~~Cash~~Use ~~and~~of ~~Cash Equivalents~~Estimates

~~For~~The ~~purposes~~preparation of ~~the~~financial ~~statement~~statements ofin ~~cash~~conformity ~~flows,~~with ~~the~~generally ~~Company~~accepted ~~considers~~accounting ~~all~~principles ~~highly~~requires ~~liquid~~management ~~debt~~to ~~instruments~~make ~~purchased~~estimates ~~with~~and aassumptions ~~maturity~~that affect the reported amounts of ~~three~~assets ~~months~~and orliabilities ~~less~~and todisclosure beof ~~cash~~contingent ~~equivalents~~assets toand liabilities at the ~~extent~~date of the ~~funds~~financial ~~are~~statements ~~not~~and ~~being~~the ~~held~~reported ~~for~~amounts ~~investment~~of ~~purposes~~revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

~~Intangible~~Cash ~~assets~~ and Cash Equivalents

~~The~~For ~~Company~~purposes ~~follows~~of ~~Financial~~the ~~Accounting~~statement ~~Standard~~of ~~Board’s~~cash ~~(FASB) Codification Topic 350-10 (“ASC 350-10”)~~flows, ~~“Intangibles~~the –Company ~~Goodwill~~considers ~~and~~all ~~Other”.~~highly ~~According~~liquid todebt ~~this~~instruments ~~statement,~~purchased ~~intangible assets~~ with ~~indefinite~~a ~~lives~~maturity ~~are no longer subject to amortization, but rather an annual assessment~~ of ~~impairment~~three bymonths ~~applying~~or aless ~~fair-value~~to ~~based~~be ~~test. Under~~cash ~~ASC~~equivalents ~~350-10,~~to the ~~carrying~~extent ~~value~~the offunds ~~assets~~ are ~~calculated~~not atbeing ~~the~~held ~~lowest level~~ for ~~which~~investment ~~there are identifiable cash flows~~purposes.

~~Stock-based~~Intangible ~~compensation~~assets

The Company follows ~~ASC~~Financial ~~718-10,~~Accounting ~~“Stock~~Standard ~~Compensation”,~~Board’s ~~which~~(FASB) ~~addresses~~Codification ~~the~~Topic ~~accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share~~350-~~based~~10 ~~payment transactions.~~ (“ASC ~~718~~350-10 ~~is a revision to SFAS No. 123~~”), “~~Accounting~~Intangibles ~~for~~– ~~Stock-Based~~Goodwill ~~Compensation,”~~ and ~~supersedes Accounting Principles Board (“APB~~Other”~~) Opinion No~~. ~~25,~~According ~~“Accounting for Stock Issued~~ to ~~Employees~~this statement,” ~~and~~intangible ~~its~~assets ~~related~~with ~~implementation~~indefinite ~~guidance.~~lives ~~ASC~~are ~~718-10~~no ~~requires~~longer ~~measurement~~subject ofto ~~the~~amortization, ~~cost~~but ofrather ~~employee~~an ~~services~~annual ~~received~~assessment inof ~~exchange~~impairment ~~for~~by anapplying ~~award~~a offair-value ~~equity instruments~~ based ontest. Under ~~the~~ASC ~~grant~~350-~~date~~10, ~~fair~~the carrying value of ~~the~~assets ~~award~~are ~~(with~~calculated ~~limited~~at ~~exceptions).~~the ~~Incremental~~lowest ~~compensation~~level ~~costs~~for ~~arising~~which ~~from~~there ~~subsequent~~are ~~modifications~~identifiable ofcash ~~awards after the grant date must be recognized~~flows.

9Stock-based ~~Table of Contents~~compensation

~~Concentration~~The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of ~~Credit~~the ~~Risk~~ cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits.9

~~Loss~~Concentration ~~per~~of ~~Share~~Credit Risk

The Company ~~follows~~has ~~ASC~~no ~~Topic~~off-balance-sheet ~~260~~concentrations toof ~~account~~credit ~~for~~risk ~~the~~such ~~earnings~~as ~~per~~foreign ~~share.~~exchange ~~Basic~~contracts, ~~earnings~~options ~~per~~contracts ~~common~~or ~~share~~other ~~(“EPS”)~~foreign ~~calculations~~hedging ~~are~~arrangements. ~~determined~~The byCompany ~~dividing~~maintains ~~net~~all ~~income by the weighted average number~~ of ~~shares~~its ofcash ~~common~~balances ~~stock~~with ~~outstanding~~two ~~during~~financial ~~the~~institutions ~~year.~~in ~~Diluted earnings per common share calculations are determined by dividing net income by~~ the ~~weighted~~form ~~average number~~ of ~~common~~demand ~~shares and dilutive common share equivalents outstanding~~deposits. ~~During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.~~

~~Revenue~~Loss ~~Recognition~~per Share

The Company ~~recognizes~~follows ~~revenue~~ASC ~~from~~Topic ~~its~~260 ~~contracts~~to ~~with~~account ~~customers~~for inthe ~~accordance~~earnings ~~with ASC~~per ~~606~~share. –Basic ~~Revenue~~earnings ~~from~~per ~~Contracts~~common ~~with~~share ~~Customers. The~~(“EPS”) ~~Company~~calculations ~~recognizes~~are ~~revenues~~determined ~~when~~by ~~satisfying~~dividing net income by the ~~performance~~weighted ~~obligation~~average number of ~~the~~shares ~~associated~~of ~~contract~~common ~~that~~stock ~~reflects~~outstanding during the ~~consideration~~year. ~~expected~~Diluted toearnings beper ~~received~~common ~~based~~share oncalculations are determined by dividing net income by the ~~terms~~weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the ~~contract~~computation.

~~Revenue~~Fair ~~related~~Value toof ~~contracts~~Financial with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.Instruments

The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of ~~Financial~~fair ~~Instruments~~value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:

~~The~~Level ~~Company~~1 ~~measures fair value in accordance with ASC 820~~ - ~~Fair~~Inputs ~~Value~~are Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principlesunadjusted, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices ~~(unadjusted)~~ in active markets for identical assets or liabilities ~~and~~at the ~~lowest~~measurement ~~priority to unobservable inputs~~date. ~~The three (3) levels of fair value hierarchy defined by ASC 820 are:~~

Level 12 - Inputs ~~are~~(other ~~unadjusted,~~than quoted market prices included in ~~active~~Level ~~markets~~1) are either directly or indirectly observable for ~~identical~~the ~~assets~~asset or ~~liabilities~~liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 23 - Inputs ~~(other~~reflect ~~than~~management’s ~~quoted~~best ~~market~~estimate ~~prices~~of ~~included~~what inmarket ~~Level~~participants 1)would ~~are~~use ~~either~~in ~~directly~~pricing orthe ~~indirectly~~asset ~~observable~~or ~~for~~liability at the ~~asset~~measurement ordate. ~~liability~~Consideration ~~through~~is ~~correlation~~given ~~with~~to ~~market~~the ~~data~~risk atinherent in the ~~measurement~~valuation ~~date~~technique and ~~for~~the risk inherent in the ~~duration~~inputs to the model. Valuation of instruments includes unobservable inputs to the ~~instrument’s~~valuation ~~anticipated~~methodology ~~life~~that are significant to the measurement of fair value of assets or liabilities.

~~Level~~As 3defined -by ~~Inputs~~ASC ~~reflect~~820, ~~management’s~~the ~~best~~fair ~~estimate~~value of ~~what~~a ~~market~~financial ~~participants~~instrument ~~would~~is ~~use~~the inamount ~~pricing~~at which the ~~asset~~instrument orcould ~~liability~~be atexchanged ~~the~~in ~~measurement~~a ~~date.~~current ~~Consideration~~transaction isbetween ~~given~~willing toparties, ~~the~~other ~~risk~~than ~~inherent~~ in ~~the~~a ~~valuation~~forced ~~technique~~or ~~and~~liquidation ~~the~~sale, ~~risk~~which ~~inherent~~was infurther clarified as the ~~inputs~~price tothat ~~the~~would ~~model.~~be ~~Valuation~~received ofto ~~instruments~~sell ~~includes~~an ~~unobservable~~asset ~~inputs~~or paid to ~~the~~transfer ~~valuation~~a ~~methodology~~liability ~~that~~(“an ~~are~~exit ~~significant~~price”) toin ~~the~~an ~~measurement~~orderly oftransaction ~~fair~~between ~~value~~market ofparticipants ~~assets~~at orthe ~~liabilities.~~measurement date

AsThe ~~defined~~reported byfair ~~ASC~~values ~~820,~~for ~~the~~financial instruments that use Level 2 and Level 3 inputs to determine fair value ofare based on a ~~financial~~variety ~~instrument~~of isfactors and assumptions. Accordingly, certain fair values may not represent actual values of the ~~amount~~Company’s atfinancial ~~which~~instruments that could have been realized as of March 31, 2025 and December 31, 2024 or that will be recognized in the ~~instrument~~future, and do not include expenses that could be ~~exchanged~~incurred in aan ~~current~~actual ~~transaction~~settlement. ~~between~~The ~~willing~~carrying ~~parties~~amounts of the Company’s financial assets and liabilities, ~~other~~such ~~than~~as inand aother, ~~forced~~accounts orpayable, ~~liquidation~~accrued ~~sale~~liabilities, ~~which~~and ~~was~~related ~~further~~party ~~clarified~~and asthird-party ~~the~~notes ~~price~~payables ~~that~~approximate ~~would~~fair bevalue ~~received~~due to ~~sell~~their anrelatively ~~asset~~short ormaturities. ~~paid~~The toCompany’s ~~transfer~~notes apayable ~~liability~~approximates ~~(“an~~the ~~exit~~fair ~~price”)~~value inof ansuch ~~orderly~~instrument ~~transaction~~based ~~between~~upon ~~market~~management’s ~~participants~~best atestimate of terms that would be available to the ~~measurement~~Company ~~date~~for similar financial arrangements at March 31, 2025 and 2024.

~~The~~10 ~~reported~~Table ~~fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety~~ of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September 30, 2024 and December 31, 2023 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at September 30, 2024 and December 31, 2023.Contents

Recent Accounting Pronouncements

~~Management~~In ~~has~~November ~~considered~~2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all ~~recent~~prior ~~accounting~~periods ~~pronouncements~~presented ~~issued~~in the financial statements. The Company’s ~~management~~adopted ~~believes~~the ~~that~~ASU ~~these~~and ~~recent~~determined ~~pronouncements~~that ~~will~~its adoption did not have a material ~~effect~~impact on the Company’s consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.

10The ~~Table~~Company ofdoes ~~Contents~~not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements.

NOTE 4 –PROMISSORY ~~Asset Purchase Agreement~~ NOTES

OnPromissory ~~May~~notes ~~16,~~payable ~~2024,~~as ~~the~~of ~~Company~~March ~~entered~~31, ~~into~~2025 anand ~~Asset~~December ~~Purchase Agreement pursuant to which Corporation acquired various assets from Seller in exchange for 9~~31,~~000,000~~ ~~restricted~~2024 ~~shares~~consists of the ~~Company’s Series A Preferred Stock valued at $720,000.~~following:

The Company evaluated the Asset Purchase Agreement in accordance with ASC 805 – Business Combinations which notes the threshold requirements of a business combination that includes the expanded definition of a “business” and defines elements that are to be present to be determined whether an acquisition of a business occurred. No “activities” of the acquiree were acquired. Instead, the Company obtained control of a set of inputs (the acquired assets). Thus, the Company determined agreement is an acquisition of assets, not an acquisition of a business in accordance with ASC 805. The Company evaluated the assets on date of acquisition and determined that the value to be $0 and as such the total purchase price of $720,000 in connection with the assets acquired was recorded as a loss in the consolidated statement of operations during nine months ended September 30, 2024.

March 31, 2025		December 31, 2024
	46,000	$	46,000
	5,000		5,000
	5,000		5,000
	28,500		28,500
	9,667		9,667
	12,439		12,439
	4,495		4,495
	3,000		3,000
	8,670		8,670
	3,000		3,000
	5,565		5,565
	6,500		6,500
	20,000		20,000
	3,045		3,045
	2,230		2,230
	2,500		2,500
	4,500		4,500
	13,005		13,005
	5,923		5,923
	5,000		-
	5,000		-
	4,000		-
	10,000		-
	4,155
	217,194	$	189,039

~~NOTE~~11 5Table –of ~~ACCOUNTS PAYABLE AND ACCRUED LIABILTIES~~Contents

~~During~~The ~~the nine months ended September 30, 2024, the~~ Company ~~received~~has ~~releases~~issued ~~for~~various nopromissory ~~consideration~~notes ~~from several individuals who were owed debts~~ amounting to $148,~~447,292.~~167 ~~The~~for ~~difference~~general ~~between~~operating ~~the~~purposes. ~~value~~The ofnotes ~~the~~carry ~~debt~~a ~~and~~various ~~consideration~~interest ~~given~~rates ofranging ~~$1,447,292~~from ~~was~~8 ~~recorded~~-15% toand ~~gain~~are ondue ~~forgiveness of accrued expense~~ on ~~the Statement of Operation for the three and nine months ended September 30, 2024~~demand.

~~NOTE~~The 6Company ~~–PROMISSORY~~received ~~NOTES~~approval from the U.S. Small Business Administration to fund the Company’s request for a loan under the SBA’s Economic Injury Disaster Loan Program (EDIL loan). In connection with the EDIL Loan, the Company has entered into the promissory note in principal amount of $46,000. The EDIL Loan is scheduled to mature on March 2052, has a 3.75% interest rate, and is subject to the terms and conditions applicable to all loans made pursuant to the EDIL loans as administered by the SBA.

~~Promissory~~During the three months ended March 31, 2025, the Company issued various promissory notes ~~payable~~amounting asto $28,155 for general operating purposes. The notes carry a interest rate of ~~September~~10% 30and are due on demand. As of March 31, ~~2024~~2025 and December 31, ~~2023~~2024, ~~consists~~the ofCompany ~~the~~had ~~following:~~notes due to this noteholder amounting to $123,027 and $94,872, respectively.

September 30, 2024		December 31, 2023
	46,000	$	46,000
	5,000		5,000
	5,000		5,000
	28,500		28,500
	9,667		9,667
	12,439		12,439
	4,495		4,495
	3,000		3,000
	8,670		8,670
	3,000		3,000
	5,565		-
	6,500		-
	20,000		-
	3,045		-
	2,230		-
	2,500		-
	4,500		-
	13,005		-
	183,116	$	125,771

During the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $4,883 and $3,457, respectively.

11NOTE ~~Table~~5 of– ~~Contents~~RELATED PARTY TRANSACTIONS

The Company has issued ~~various~~a promissory ~~notes~~note amounting to $487,~~167~~000 for general operating purposes to a related party. The ~~notes~~note ~~carry~~carries a ~~various~~ interest ~~rates~~rate ~~ranging~~of ~~from 8 -15~~5% and ~~are~~was due on ~~demand~~July 14, 2019.

~~The~~During ~~Company received approval from~~ the ~~U.S.~~three ~~Small~~months ~~Business~~ended ~~Administration~~March to31, ~~fund~~2025 ~~the~~and ~~Company’s request for a loan under the SBA’s Economic Injury Disaster Loan Program (EDIL loan). In connection with the EDIL Loan~~2024, the Company ~~has~~recorded ~~entered~~interest ~~into~~expense ~~the promissory note in principal amount~~ of $~~46,000.~~86 ~~The~~and ~~EDIL Loan is scheduled to mature on March 2052~~$87, ~~has a 3~~respectively.~~75% interest rate, and is subject to the terms and conditions applicable to all loans made pursuant to the EDIL loans as administered by the SBA.~~

~~During~~As ~~the~~of ~~nine~~|March ~~months~~31, ~~ended~~2025 ~~September~~and 30December 31, 2024, the Company ~~issued~~had ~~various~~advances ~~promissory~~due ~~notes~~to ~~amounting~~related toparties of $5780,~~345~~680 ~~for~~and ~~general~~$80,680, ~~operating purposes~~respectively. The ~~notes~~amounts ~~carry~~due abears no interest ~~rate of 10%~~ and are due on demand. ~~As of September 30, 2024 and December 31, 2023, the Company had notes due to this noteholder amounting to $88,949 and $31,604, respectively.~~

~~During~~NOTE ~~the~~6 ~~nine~~- ~~months~~COMMITMENTS ~~ended~~AND ~~September 30, 2024 and 2023, the Company recorded interest expense of $12,307 and $3,913, respectively.~~CONTINGENCIES

~~NOTE~~From 7time –to ~~RELATED~~time, ~~PARTY~~the ~~TRANSACTIONS~~Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

~~The~~12 ~~Company~~Table ~~has issued a promissory notes amounting to $7,000 for general operating purposes to a related party. The note carries a interest rate~~ of ~~5% and was due on July 14, 2019.~~Contents

AsNOTE of7 ~~September~~– ~~30,~~STOCKHOLDERS’ ~~2024 and December 31, 2023, the Company had advances due to related parties of $80,680 and $80,680, respectively. The amounts due bears no interest and are due on demand.~~EQUITY

During the nine months ended September certain related parties forgave accrued expenses amounting to $675,000 for no consideration. The amount of the debt forgiven has been recorded to gain on forgives of accrued expenses on the Statement of Operations. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had ~~accounts~~50,200,183 ~~payable~~ and ~~accrued~~200,183 ~~liabilities~~shares ~~due~~of tocommon ~~related~~stock ~~parties~~issued ~~for services of $0~~ and ~~$612,500, respectively~~outstanding.

~~NOTE~~As of March 31, 2025 and December 31, 2024, the Company had 8,003,774 -and ~~COMMITMENTS~~9,003,774 ~~AND~~shares ~~CONTINGENCIES~~of Class A preferred stock issued and outstanding, respectively.

~~From~~As ~~time~~of toMarch ~~time~~31, ~~the~~2025 ~~Company may become involved in various lawsuits~~ and ~~legal~~December ~~proceedings~~31, ~~which~~2024, ~~arise in~~ the ~~ordinary~~Company ~~course~~had ~~of business. Litigation is subject to inherent uncertainties~~3,500,000 and ~~an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have~~3, ~~individually or in the aggregate~~500,000 aClass ~~material~~B ~~adverse~~preferred ~~effect~~stock onissued ~~our~~and ~~business~~outstanding, ~~financial condition, or operating results~~respectively.

12On ~~Table~~January 24, 2025, a shareholder converted 1,000,000 shares of ~~Contents~~the Company’s Series A Preferred Stock into 50,000,000 shares of Common Stock.

NOTE 98 – ~~STOCKHOLDERS’~~SUBSEQUENT ~~EQUITY~~EVENTS

AsIn ofaccordance ~~September~~with 30ASC Topic 855-10, ~~2024~~the ~~and~~Company ~~December~~has analyzed its operations subsequent to March 31, ~~2023,~~2025 to the ~~Company~~May ~~had 1~~15,~~499,338,547~~ ~~and~~2025 ~~1,499,338,547~~these ~~shares~~financial ofstatements ~~common~~were ~~stock~~available to be issued and ~~outstanding~~has determined that it does not have any material subsequent events to disclose in these financial statements.

As13 ofTable ~~September 30, 2024 and December 31, 2023, the Company had 9,003,774 and 9,003,774 shares~~ of ~~Class A preferred stock issued and outstanding, respectively.~~Contents

As of September 30, 2024 and December 31, 2023, the Company had 3,500,000 and 3,500,000 Class B preferred stock issued and outstanding, respectively.

On August 5, 2024, the Company’s Board of Directors, receiving approximately 99.00% vote of the Company’s shareholders, approved a Seven Thousand Five Hundred for 1 (7,500-for-1) Stock Split of the issued and outstanding shares of Common Stock of the Company. Whereby, every 7,500 shares of the Company’s common stock, issues and outstanding on the Record Date, automatically convert into 1 new share of common stock. The Company will retroactively show the effect of the stock split once approved by FINRA.

On May 16, 2024, the Company issued 9,000,000 restricted shares of the Company’s Series A Preferred Stock valued at $720,000 for certain intangible assets (See Note 4).

On May 16, 2024, a shareholder returned and the Company cancelled 9,000,000 restricted shares of the Company’s Series A Preferred Stock.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2024 to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

13 Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

FORWARD-LOOKING STATEMENTS

The following discussion may contain forward-looking statements regarding the Company, its business prospects and its results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause the Company’s actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. These forward-looking statements reflect our view only as of the date of this report. The Company cannot guarantee future results, levels of activity, performance, or achievement. The Company does not undertake any obligation to update or correct any forward-looking statements.

Results of Operations for the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

Revenues

We ~~earned~~had no ~~revenues~~revenue for three months ended ~~September~~March 3031, ~~2024~~2025 orand ~~2023~~2024.

Operating Expenses

WeOperating ~~incurred~~expenses increased to $1716,~~505~~438 ~~in operating expenses~~ for the three months ended ~~September~~March 3031, ~~2024~~2025, asfrom ~~compared with~~ $1133,~~950~~480 infor the ~~three~~same ~~months~~period ended ~~September~~March 3031, ~~2023. The increase in operating expenses is the result of the increase in professional fees during the three months ended September 30,~~ 2024. ~~We expect our operating expenses will increase in future years as a result of the costs associated with the increased operating activity under our business model.~~

~~Other~~The ~~Income/Expenses~~decrease in operating expenses is the result of fewer professional fees incurred during the three months ended March 31, 2025.

WeOther ~~had~~Income other income of $2,087,509 for the three months ended September 30, 2024, compared to other expense of $2,342 for the three months ended September 30, 2023. The increase in other income was the result of a gain on forgiveness of accrued expenses during the three months ended September 30, 2024(Expenses)

~~Net~~We ~~Income~~had ~~(Loss)~~other income of $4,959 for the three months ended March 31, 2025, as compared with other expenses of $3,544 for the three months ended March 31, 2024. The increase in other expenses is the result of increased interest expense incurred during the three months ended March 31, 2025.

WeNet recorded a net income of $2,070,004 for the three months ended September 30, 2024, compared to a net loss $14,292 for the three months ended September 30, 2023. The increase in net income was associated with the factors discussed above.Loss

~~Results~~We recorded a net loss of ~~Operations~~$21,397 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, ~~and~~as ~~2023~~compared with a net loss of $37,024 for the three months ended March 31, 2024.

Revenues

We earned no revenues for nine months ended September 30, 2024 or 2023.

Operating Expenses

We incurred $57,260 in operating expenses for the nine months ended September 30, 2024, as compared with $247,419 in the nine months ended September 30, 2023. The increase in operating expenses is the result of the increase in professional fees during the three months ended September 30, 2024.

14 Table of Contents

Other Income/Expenses

We had other income of $1,360,033 for the nine months ended September 30, 2024, compared to other expense of $6,467 for the nine months ended September 30, 2023. The increase in other income was the result of a gain on forgiveness of accrued expenses netted against a loss on acquisition of intangible assets during the nine months ended September 30, 2024

Net Income (Loss)

We recorded a net income of $1,302,773 for the nine months ended September 30, 2024, compared to a net loss $6,467 for the nine months ended September 30, 2023. The increase in net income was associated with the factors discussed above.

Liquidity and Capital Resources

~~Our~~Going ~~financing~~concern – ~~objective~~The isaccompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $3,986,754 since its inception and requires capital for its contemplated operational and marketing activities to ~~maintain~~take ~~financial~~place. ~~flexibility~~The Company’s ability to ~~meet~~generate the ~~material~~necessary funds through licensing of its core products or the ability to raise additional capital through the future issuances of common stock or debt is unknown. The obtainment of additional financing, ~~equipment~~the successful development of the Company’s contemplated plan of operations, and ~~personnel~~its ~~needs~~transition, ultimately, to ~~support~~the ~~our~~attainment ~~project~~of ~~commitments~~profitable operations are necessary for the Company to continue operations. These factors, ~~and~~among ~~pursue~~others, ~~our~~raises ~~expansion~~substantial ~~and~~doubt ~~diversification~~about ~~objectives~~the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

As of ~~September~~March 3031, ~~2024~~2025, we had total current assets of $0 and total assets in the amount of $0. Our total current liabilities as of March 31, 2025 were $~~638~~684,~~556~~394. We had a working capital deficit of $~~638~~684,~~556~~394 as of ~~September~~March 3031, 2025, compared with a working capital deficit of $662,997 as of December 31, 2024.

~~Net~~Operating ~~cash~~activities used ~~by operating activities was~~ $5728,~~345~~155 in cash for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, as compared with $2832,~~604~~065 ~~cash~~ used for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. Our negative operating cash ~~flow~~flows for ~~both~~2024 ~~periods~~and 2025 was ~~our~~largely ~~net~~the ~~losses,~~result asof ~~adjusted~~our ~~to reconcile~~ net loss tofor ~~net~~those ~~cash~~quarters, ~~provided~~mainly offset by changes in operating ~~activities~~assets and liabilities.

~~Financing~~We ~~activities~~used ~~provided~~no ~~$57,345~~cash in ~~cash~~investing ~~for~~activities ~~the nine months ended September 30, 2024, as compared with $28,604~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2023.~~2025 ~~Our positive financing cash flow for 2024~~ and ~~2023 mainly consisted of proceeds from notes~~2024.

~~Critical~~Cash ~~Accounting~~flow ~~Policies~~provided from financing activities was $28,155 for the three months ended March 31, 2025, as compared with $32,065 provided by cash flows for financing activities during the three months ended March 31, 2024.

~~This~~Based ~~discussion~~upon ~~and analysis of~~ our current financial condition, ~~and~~we ~~results~~do ofnot ~~operations is based on our consolidated financial statements, which~~ have ~~been~~sufficient ~~prepared~~cash ~~under~~to ~~accounting~~operate ~~principles~~our ~~generally~~business ~~accepted~~at in the ~~United~~current ~~States~~level offor ~~America~~the (“next UStwelve ~~GAAP”)~~months. ~~The~~We ~~preparation~~intend ofto ~~financial~~fund ~~statements~~operations inthrough ~~conformity~~increased ~~with~~sales USand ~~GAAP~~debt ~~requires our management to make estimates~~ and/or ~~assumptions~~equity ~~that~~financing ~~affect~~arrangements, ~~the~~which ~~reported~~may ~~values~~be ofinsufficient ~~assets~~to ~~and~~fund ~~liabilities~~expenditures ~~and~~or ~~the~~other ~~disclosure~~cash ofrequirements. ~~contingent~~We ~~assets~~plan ~~and~~to ~~liabilities~~seek atadditional ~~the~~financing ~~date~~in ofa ~~the~~private ~~financial~~equity ~~statements~~offering ~~and~~to ~~the~~secure ~~reported~~funding ~~levels~~for ofoperations. ~~revenue~~There ~~and~~can ~~expenses~~be ~~during~~no ~~the~~assurance ~~reporting~~that ~~period.~~we ~~Actual~~will ~~results~~be ~~could~~successful ~~materially~~in ~~differ~~raising ~~from~~additional ~~those estimates~~capital.

~~Below~~14 isTable ~~a discussion~~ of accounting policies that we consider critical to an understanding of our financial condition and operating results and that may require complex judgment in their application or require estimates about matters which are inherently uncertain. A discussion of our significant accounting policies, including further discussion of the accounting policies described below, can be found in Note 2, “Summary of Significant Accounting Policies” of our Consolidated Financial Statements.Contents

~~Use~~Item of3. ~~Estimates~~Quantitative and Qualitative Disclosures about Market Risk

~~The~~As ~~preparation~~a ofsmaller ~~financial~~reporting ~~statements~~company, inwe ~~conformity~~are ~~with~~not ~~generally~~required ~~accepted accounting principles requires management~~ to ~~make~~provide ~~estimates and assumptions that affect~~ the ~~reported~~information ~~amounts~~required ofby ~~assets~~this ~~and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period~~Item. ~~Actual results could differ significantly from those estimates.~~

15ITEM ~~Table~~4. ofCONTROLS ~~Contents~~AND PROCEDURES

~~Cash~~Management’s ~~and~~Responsibility ~~Cash~~for ~~Equivalents~~Controls and Procedures

~~For~~The ~~purposes~~Company’s ofmanagement ~~the~~is ~~statement~~responsible offor ~~cash~~establishing ~~flows,~~and maintaining adequate internal control over the Company’s ~~considers~~financial ~~all~~reporting. ~~highly~~The ~~liquid~~Company’s ~~debt~~controls ~~instruments~~over ~~purchased~~financial ~~with~~reporting aare ~~maturity~~designed under the supervision of ~~three~~the ~~months~~Company’s orPrincipal ~~less~~Executive Officer and Principal Financial Officer to ensure that information required to be ~~cash~~disclosed ~~equivalents~~by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the ~~extent~~Company’s management, including the ~~funds~~Company’s ~~are~~principal ~~not~~executive ~~being~~officer ~~held~~and ~~for~~principal ~~investment~~financial ~~purposes~~officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Intangible~~Evaluation ~~assets~~of Disclosure Controls and Procedures

~~The~~Under ~~Company~~the ~~follows~~supervision and with the participation of our Principal Executive Officer and Chief Financial ~~Accounting~~Officer, ~~Standard~~the ~~Board’s~~Company ~~(FASB)~~conducted ~~Codification~~an ~~Topic~~evaluation ~~350-10~~of ~~(“ASC~~the ~~350~~effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-~~10”~~15(e) promulgated under the Exchange Act, ~~“Intangibles~~as –of ~~Goodwill~~March ~~and~~31, ~~Other”~~2025. ~~According~~Based toon this ~~statement~~evaluation, ~~intangible~~management ~~assets~~concluded ~~with~~that ~~indefinite~~our ~~lives~~financial ~~are~~disclosure nocontrols ~~longer~~and ~~subject~~procedures were not effective so as to ~~amortization~~timely record, ~~but~~process, ~~rather~~summarize anand ~~annual~~report ~~assessment~~financial ofinformation ~~impairment~~required byto ~~applying~~be aincluded ~~fair-value~~on ~~based~~our ~~test.~~SEC ~~Under~~reports ~~ASC~~due ~~350-10,~~to the ~~carrying~~Company’s ~~value~~limited internal resources and lack of ~~assets~~ability ~~are~~to ~~calculated~~have atmultiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the ~~lowest~~financial ~~level~~statements ~~for~~and ~~which~~other ~~there~~information ~~are~~presented ~~identifiable~~herewith ~~cash~~are ~~flows~~materially correct.

~~Stock-based~~Internal ~~compensation~~Control Over Financial Reporting

~~The~~As ~~Company~~of ~~follows~~March ~~ASC~~31, ~~718-10~~2025, ~~“Stock~~under ~~Compensation”,~~the ~~which~~supervision ~~addresses~~and with the ~~accounting~~participation ~~for~~of ~~transactions~~our inmanagement, ~~which~~we conducted an ~~entity~~evaluation ~~exchanges~~of ~~its~~the ~~equity~~effectiveness ~~instruments~~of ~~for~~the ~~goods~~design orand ~~services,~~operations ~~with~~of aour ~~primary~~internal ~~focus~~control onover ~~transactions~~financial reporting, as defined in ~~which~~Rules an13a-15(f) ~~entity~~or ~~obtains~~15d-15(f) ~~employee~~promulgated ~~services~~under inthe ~~share-~~Securities Exchange Act of 1934 and based ~~payment~~on ~~transactions.~~the ~~ASC~~criteria ~~718-10~~for iseffective ainternal ~~revision~~control todescribed ~~SFAS~~in Internal ~~No.~~Control ~~123,~~– ~~“Accounting~~Integrated ~~for~~Framework issued ~~Stock-Based~~by ~~Compensation,”~~the ~~and~~Committee ~~supersedes~~of ~~Accounting~~Sponsoring ~~Principles~~Organizations ~~Board~~of the Treadway Commission (~~“APB”~~as revised). ~~Opinion~~Based ~~No.~~on 25our evaluation, ~~“Accounting~~management ~~for~~concluded ~~Stock~~that ~~Issued~~our internal control over financial reporting was not effective so as to ~~Employees~~timely record,” process, summarize and ~~its~~report ~~related~~financial ~~implementation~~information ~~guidance.~~required ~~ASC~~to ~~718-10~~be ~~requires~~included ~~measurement~~on ofour ~~the~~Securities ~~cost~~and ofExchange ~~employee~~Commission ~~services~~(“SEC”) ~~received~~reports indue ~~exchange~~to ~~for~~the anCompany’s ~~award~~limited ofinternal ~~equity~~resources ~~instruments~~and ~~based~~lack onof ~~the~~ability ~~grant-date~~to ~~fair~~have ~~value~~multiple levels of ~~the~~transaction ~~award~~review. ~~(with~~However, ~~limited~~as ~~exceptions).~~a ~~Incremental~~result ~~compensation~~of ~~costs~~our ~~arising~~evaluation ~~from~~and ~~subsequent~~review ~~modifications~~process, ofmanagement ~~awards~~believes ~~after~~that the ~~grant~~financial ~~date~~statements ~~must~~and beother ~~recognized~~information presented herewith are materially correct.

~~Concentration~~The management including its Principal Executive Officer/Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of ~~Credit~~the ~~Risk~~control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.

~~The~~Because ~~Company has no off-balance-sheet concentrations~~ of ~~credit~~the ~~risk~~inherent ~~such~~limitations asin ~~foreign~~all ~~exchange~~control ~~contracts~~systems, ~~options~~no ~~contracts~~evaluation orof ~~other~~controls ~~foreign~~can ~~hedging~~provide ~~arrangements.~~absolute ~~The~~assurance ~~Company~~that ~~maintains~~ all ofcontrol ~~its~~issues ~~cash~~and ~~balances~~instances ~~with~~of ~~two~~fraud, ~~financial~~if ~~institutions~~any, inwithin the ~~form~~Company ofhave ~~demand~~been ~~deposits~~detected.

~~Earnings~~15 ~~per~~Table ~~share~~of Contents

The Company ~~follows~~has ~~ASC~~limited ~~Topic~~resources ~~260~~and toas ~~account~~a ~~for~~result, ~~the~~a ~~earnings~~material ~~per~~weakness ~~share.~~in ~~Basic~~financial ~~earnings~~reporting ~~per~~currently ~~common~~exists, ~~share~~because ~~(“EPS”) calculations are determined by dividing net income by the weighted average number~~ of ~~shares~~our oflimited ~~common~~resources ~~stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares~~ and ~~dilutive common share equivalents outstanding. During periods when common stock equivalents~~personnel, ifincluding ~~any,~~those ~~are~~described ~~anti-dilutive they are not considered in the computation~~below.

~~Revenue~~* ~~Recognition~~The Company has an insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis. * We have not achieved the optimal level of segregation of duties relative to key financial reporting functions. * We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements.

~~The~~A material weakness is a deficiency (within the meaning of the Public Company ~~recognizes~~Accounting ~~revenue~~Oversight ~~from~~Board ~~its~~(PCAOB) ~~contracts~~auditing ~~with~~standard ~~customers~~5) inor ~~accordance~~combination ~~with~~of ~~ASC~~deficiencies ~~606~~in –internal ~~Revenue~~control ~~from~~over ~~Contracts~~financial ~~with~~reporting ~~Customers.~~such ~~The~~that ~~Company~~there ~~recognizes~~is ~~revenues~~a ~~when~~reasonable ~~satisfying~~possibility ~~the~~that ~~performance~~a ~~obligation~~material misstatement of the ~~associated~~Company’s ~~contract~~annual ~~that~~or ~~reflects~~interim ~~the~~financial ~~consideration~~statements ~~expected~~will tonot be ~~received~~prevented ~~based~~or detected on ~~the~~a ~~terms~~timely basis. Management has determined that a material weakness exists due to a lack of segregation of duties, resulting from the ~~contract~~Company’s limited resources and personnel.

~~Revenue~~Remediation ~~related~~Efforts to ~~contracts~~Address ~~with~~Deficiencies ~~customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations~~ in ~~the~~Internal ~~contract;~~Control ~~(iii)~~Over ~~Determine~~Financial ~~the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.~~Reporting

~~Fair~~As ~~Value~~a result of ~~Financial~~these ~~Instruments~~findings, management, upon obtaining sufficient capital and operations, intends to take practical, cost-effective steps in implementing internal controls, including the possible remedial measures set forth below. As of March 31, 2025, we did not have sufficient capital and/or operations to implement any of the remedial measures described below.

~~The~~* ~~Company~~Assessing ~~measures~~the ~~fair~~current ~~value~~duties inof ~~accordance~~existing ~~with~~personnel ~~ASC~~and ~~820~~consultants, -assigning ~~Fair~~additional ~~Value~~duties ~~Measurements.~~to ~~ASC~~existing ~~820~~personnel ~~defines~~and ~~fair~~consultants, ~~value~~ and, ~~establishes~~in a ~~three-level~~cost ~~valuation~~effective ~~hierarchy~~manner, ~~for~~potentially ~~disclosures~~hiring ofadditional ~~fair~~personnel ~~value~~to ~~measurements.~~assist ~~ASC~~with ~~820~~the ~~establishes~~preparation aof ~~framework~~the ~~for~~Company’s ~~measuring~~financial ~~fair~~statements ~~value~~to inallow ~~generally~~for ~~accepted~~proper ~~accounting~~segregation ~~principles~~of ~~and~~duties, ~~expands~~as ~~disclosures~~well ~~about~~as ~~fair~~additional ~~value~~resources ~~measurements~~for control documentation. To* ~~increase~~Assessing ~~consistency~~the ~~and~~duties ~~comparability~~of inthe ~~fair~~existing ~~value~~officers ~~measurements~~of the Company and, ~~related~~in ~~disclosures~~a cost effective manner, ~~ASC~~possibly ~~820~~promote ~~establishes~~or ahire ~~fair~~additional ~~value~~personnel ~~hierarchy~~to ~~which~~diversify ~~prioritizes~~duties ~~the~~and ~~inputs~~responsibilities of such executive officers. * Board to ~~valuation~~review ~~techniques~~and ~~used~~make recommendations to ~~measure~~shareholders ~~fair~~concerning ~~value~~the ~~into~~composition ~~three~~of ~~(3)~~the ~~broad~~Board ~~levels~~of Directors, with particular focus on issues of independence. The ~~fair~~Board ~~value~~of ~~hierarchy~~Directors ~~gives~~will ~~the~~consider ~~highest~~nominating ~~priority~~an toaudit ~~quoted~~committee ~~prices~~and ~~(unadjusted)~~audit incommittee ~~active~~financial ~~markets~~expert, ~~for~~which ~~identical~~may ~~assets~~ or ~~liabilities~~may not consist of independent members. * Interviewing and ~~the~~potentially ~~lowest~~hiring ~~priority~~outside toconsultants ~~unobservable~~that ~~inputs.~~are ~~The~~experts ~~three~~in ~~(3)~~designing ~~levels~~internal ofcontrols ~~fair~~over ~~value~~financial ~~hierarchy~~reporting ~~defined~~based on criteria established in Internal Control Integrated Framework issued by ~~ASC~~Integrated ~~820~~Framework ~~are:~~issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (as revised).

~~Level~~(b) 1Change ~~- Inputs are unadjusted, quoted prices~~ in ~~active~~Internal ~~markets~~Control ~~for~~Over ~~identical~~Financial ~~assets or liabilities at the measurement date.~~Reporting

~~Level~~The 2Company -has ~~Inputs~~not ~~(other~~made ~~than~~any ~~quoted~~change ~~market prices included~~ in ~~Level~~our 1)internal ~~are~~control ~~either~~over ~~directly~~financial orreporting ~~indirectly~~during ~~observable for~~ the ~~asset~~period orended ~~liability~~March ~~through~~31, ~~correlation with market data at the measurement date and for the duration of the instrument’s anticipated life~~2025.

~~Level~~16 3Table ~~- Inputs reflect management’s best estimate~~ of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.Contents

16PART ~~Table~~II. ofOTHER ~~Contents~~INFORMATION

As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September 30, 2024 and December 31, 2023 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements on September 30, 2024 and December 31, 2023.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Smaller reporting companies are not required to provide the information required under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management does not believe that there are significant deficiencies in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data.

17 Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

~~None~~We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors.

Item 1A. Risk Factors.

~~Smaller~~The ~~reporting~~risks ~~companies~~described under the heading “Risk Factors” in our Factors that could cause or contribute to such differences may include, but are not ~~required~~limited to, ~~provide~~those described under the ~~information~~heading “Risk ~~required~~Factors” which ~~under~~are ~~this~~included ~~Item~~in the Company’s Registration Statement on Form 10, as amended, which was previously filed with the Securities and Exchange Commission. The risks and uncertainties described therein are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial may also become important factors that adversely affect our business.

You should carefully read and consider such risks, together with all of the other information in our Registration Statement on Form 10 and in this Quarterly Report on Form 10-Q (including the disclosures in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our condensed consolidated financial statements and related notes), and in the other documents that we file with the SEC.

There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Registration Statement on Form 10, as amended.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) During the quarter ended March 31, 2025, there were no unregistered sales of our securities that were not reported in a Current Report on Form 8-K, if any. (b) Not applicable. (c) None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

1817 Table of Contents

ITEM 6 - EXHIBITS

3.1		Articles of Incorporation*
Exhibit No.		Document Description
3.2		By-Laws*
3.1		Amended and Restated Articles of Incorporation(1)
31.1		Certification of Chief Executive Officer
3.2		Certificate of Amendment filed with the Nevada Secretary of State (2)
31.2		Certification of Chief Financial Officer
3.3		Certificate of Change Pursuant to NRS 78.209 citing Reverse Stock Split (2)
32.1		Certifications of Chief Executive Officer
3.3		Bylaws(1)
32.2		Certifications of Chief Financial Officer
31.1		Certification of Chief Executive Officer and Chief Financial Officer
101.INS		Inline XBRL Instance Document#
32.1		Certifications of Chief Executive Officer and Chief Financial Officer
101.SCH		Inline XBRL Taxonomy Extension Schema#
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase#
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase#
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase#
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase#
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
104.		Cover Page Interactive Data File (Embedded within the Inline XBRL document)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Previously filed with our Registration Statement on Form 10 submitted to the Commission on July 26, 2024.

	(1)	Filed as Exhibits to the Company’s Registration Statement on Form 10-12G originally Filed with the Commission on July 26, 2024
	(2)	Filed as an Exhibit to the Company’s Current Report on Form 8-K filed with the Commission on August 16, 2024

~~# The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section~~ 18 ofTable ~~the Securities Exchange Act~~ of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.Contents

19 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEURALBASE AI LTD.
	Neuralbase AI Ltd.
	(Registrant)
Date: May 19, 2025	By:	/s/ Frank Gomez
Date: November 19, 2024	By:	/s/ Frank Gomez
	Name:	Frank Gomez
		Frank Gomez
	Title:	Chief Executive Officer & Chief Financial Officer
		President, CEO, Principal Executive Officer,Treasurer, Chairman, CFO (Principal FinancialOfficer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Quarterly Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.19

Signatures	Title(s)	Date
/s/ Frank Gomez	Director and President, CEO, Principal Executive Officer,	November 19, 2024
Frank Gomez	Treasurer, Chairman, CFO (Principal Financial Officer and Principal Accounting Officer)

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