UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission File Number: 000-55122

TOTALIGENT, INC.

(Exact name of registrant as specified in its charter).

Delaware		80-0142655
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
3651 FAU Blvd,. Suite 400 Boca Raton, Florida		33431
3651 FAU Blvd,. Suite 400Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip code)

Registrant’'s telephone number, including area code: (561) 360-3565

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of exchange on which registered
N/A		N/A		N/A

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

Indicate by check mark if the registrant is a well-known issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 registrant 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously filed financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10 D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates as of ~~June~~September 30, 2025, the last day of the registrant’s most recently completed second fiscal quarter, based upon the closing price of the registrant’s common stock as reported by the OTCQB Marketplace on such date, was approximately $3.7 million. Shares of common stock held by each officer and director, and by each person who owns 10% or more of the outstanding common stock, have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that persons are affiliates for any other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of ~~August~~November 1314, 2025, the registrant had 211,101,313 outstanding shares of common stock.

Documents Incorporated by Reference: None.

TOTALIGENT, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
Part I – Financial Information		4
Item 1.	Financial Statements	4
	Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	F-1
	Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	F-1
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	F-2
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-2
	Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended June 30, 2025 and 2024	F-3 F-4
	Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-3-F-4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited)	F-5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-5
	Notes to Unaudited Consolidated Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Qualitative and Quantitative Discussions about Market Risk	12
Item 4.	Controls and Procedures	12
Part II – Other Information		13
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Default Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14

2 ~~Table of Contents~~

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, we undertake no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

TOTALIGENT, INC.

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements
Consolidated Balance Sheets at June 30, 2025 (Unaudited) and December 31, 2024		F-1
Consolidated Balance Sheets at September 30, 2025 (Unaudited) and December 31, 2024		F-1
Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2025 and 2024		F-2
Consolidated Statements of Operations (Unaudited) for the Three and Nine Months ended September 30, 2025 and 2024		F-2
Consolidated Statements of Stockholders’ Deficit (Unaudited) for the three and six months ended June 30, 2025 and 2024		F-3 - F-4
Consolidated Statements of Stockholders’ Deficit (Unaudited) for the Three and Nine Months ended September 30, 2025 and 2024		F-3-F-4
Consolidated Statements of Cash Flows (Unaudited) for six months ended June 30, 2025 and 2024		F-5
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months ended September 30, 2025 and 2024		F-5
Notes to Unaudited Consolidated Financial Statements		F-6

Table of Contents

TOTALIGENT, INC. AND SUBSIDIARY

TOTALIGENT, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
	September 30, 2025			December 31, 2024
	(Unaudited)
ASSETS

Current assets
Cash	$	504		$	22,128
Prepaid expenses		7,500			6,452
Investment in securities		90,000			-
Total current assets		98,004			28,580

Property and equipment, net		34,810			66,354
Capitalized software		153,141			127,991
Total assets	$	285,955		$	222,925

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	-		$	7,000
Accrued compensation		996,198			988,697
Accrued interest		173,316			125,090
Convertible notes payable		911,335			681,335
Derivative liability		221,589			158,055
Total current liabilities		2,302,438			1,960,177

Total liabilities		2,302,438			1,960,177

Commitments and contingencies (Note 8)

Stockholders' deficit
Preferred stock, $0.01 par value; authorized –10,000,000 shares
Series D Preferred stock, authorized –1,000,000 shares; issued and outstanding – 576,562 and 713,750 shares at September 30, 2025 and December 31, 2024, respectively		5,766			7,138
Common stock, $0.001 par value; authorized – 500,000,000 shares; 211,101,313 shares issued and 211,101,313 and 172,913,813 outstanding as of September 30, 2025 and December 31, 2024, respectively		211,101			211,101
Shares to be issued		6,093			5,476
Additional paid-in capital		58,809			818,577
Accumulated deficit		(2,298,252	)		(1,807,363	)
Treasury stock, 0 and 38,187,500 outstanding		-			(972,181	)
Total stockholders' deficit		(2,016,483	)		(1,737,252	)
Total liabilities and stockholders' deficit	$	285,955		$	222,925

CONSOLIDATED BALANCE SHEETS

	June 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
Current assets
Cash	$	62,626		$	22,128
Prepaid expenses		1,012			6,452
Total current assets		63,638			28,580
Property and equipment, net		38,206			66,354
Capitalized software		143,226			127,991
Total assets	$	245,070		$	222,925
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	-		$	7,000
Accrued compensation		988,697			988,697
Accrued interest		155,997			125,090
Convertible notes payable		911,335			681,335
Derivative liability		146,543			158,055
Total current liabilities		2,202,572			1,960,177
Total liabilities		2,202,572			1,960,177
Commitments and contingencies (Note 7)
Stockholders’ deficit
Preferred stock, $0.01 par value; authorized –10,000,000 shares
Series D preferred stock, $0.01 par value; authorized –1,000,000 shares; issued and outstanding – 576,562 and 713,750 shares at June 30, 2025 and December 31, 2024, respectively		5,766			7,138
Common stock, $0.001 par value; authorized – 500,000,000 shares; 211,101,313 shares issued and 211,101,313 and 172,913,813 outstanding as of June 30, 2025 and December 31, 2024, respectively		211,101			211,101
Shares to be issued		5,476			5,476
Additional paid-in capital		990			818,577
Accumulated deficit		(2,180,835	)		(1,807,363	)
Treasury stock, 0 and 38,187,500 outstanding		-			(972,181	)
Total stockholders’ deficit		(1,957,502	)		(1,737,252	)
Total liabilities and stockholders’ deficit	$	245,070		$	222,925

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-1

Table of Contents

TOTALIGENT, INC. AND SUBSIDIARY

TOTALIGENT, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Revenue	$	2,248		$	29,990		$	2,248		$	444,529

Cost of revenue		-			30,879			-			399,239

Gross profit (loss)		2,248			(889	)		2,248			45,290

Operating expenses:
Consulting expenses		18,436			307,500			18,436			337,905
Personnel expenses		70,650			94,500			100,650			288,500
General and administrative		28,214			55,615			180,742			145,697
Total operating expenses		117,300			457,615			299,828			772,102

Net operating loss		(115,052	)		(458,504	)		(297,580	)		(726,812	)

Other income (expense)
Interest expense		(17,319	)		(11,853	)		(48,226	)		(34,432	)
Amortization of debt discount		-			-			-			(6,467	)
Loss on change in fair value of derivative liability		(75,046	)		(105,066	)		(63,534	)		(67,004	)
Unrealized gain on change in fair value of securities		70,830			-			70,830			-
Other income		19,170			-			19,170			-
Loss on disposal of assets		-			-			(18,327	)		-
Total other expense		(2,365	)		(116,919	)		(40,087	)		(107,903	)

Loss before income taxes		(117,417	)		(575,423	)		(337,667	)		(834,715	)

Provision for income tax		-			-			-			-

Net loss before deemed contribution	$	(117,417	)	$	(575,423	)	$	(337,667	)	$	(834,715	)

Deemed contribution		-			-			(153,222	)		-
Net loss	$	(117,417	)	$	(575,423	)	$	(490,889	)	$	(834,715	)

Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding - basic and diluted		211,101,313			211,101,313			211,101,313			211,101,313

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Revenue	$	-		$	73,610		$	-		$	414,539
Cost of revenue		-			37,532			-			334,610
Gross profit		-			36,078			-			79,929
Operating expenses:
Consulting expenses		-			155			-			35,405
Personnel expenses		30,000			94,500			30,000			194,000
General and administrative		74,505			47,283			152,528			123,832
Total operating expenses		104,505			141,938			182,528			353,237
Net operating loss		(104,505	)		(105,860	)		(182,528	)		(273,308	)
Other income (expense)
Interest expense		(17,115	)		(11,289	)		(30,907	)		(22,579	)
Amortization of debt discount		-			(808	)		-			(6,467	)
Gain (loss) on change in fair value of derivative liability		66,848			(5,845	)		11,512			38,062
Loss on disposal of assets		-			-			(18,327	)		-
Total other income (expense)		49,733			(17,942	)		(37,722	)		9,016
Loss before income taxes		(54,772	)		(123,802	)		(220,250	)		(264,292	)
Provision for income tax		-			-			-			-
Net loss	$	(54,772	)	$	(123,802	)	$	(220,250	)	$	(264,292	)
Deemed contribution	$	-		$	-		$	(153,222	)	$	-
Net loss available to common shareholders	$	(54,772	)	$	(123,802	)	$	(373,472	)	$	(264,292	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic and diluted		211,101,313			211,101,313			211,101,313			211,101,313

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-2

Table of Contents

TOTALIGENT, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' ~~EQUITY (~~DEFICIT)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025

UNAUDITED

	Preferred Stock						Common Stock				Shares to be issued				Additional Paid-in			Accumulated			Treasury Stock						Total Stockholders’'Equity
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Shares			Amount			(Deficit)
Balance - December 31, 2024		713,750		$	7,138			211,101,313	$	211,101		5,376,967	$	5,476	$	818,577		$	(1,807,363	)		38,187,500		$	(972,181	)	$	(1,737,252	)
Conversion of Series D Preferred Stock into Common Stock		(38,188	)		(382	)		-		-		-		-		(818,577	)		(153,222	)		(38,187,500	)		972,181			-
Cancellation of Series D Preferred Stock		(99,000	)		(990	)		-		-		-		-		990			-			-			-			-
Net loss		-			-			-		-		-		-		-			(165,478	)		-			-			(165,478	)
Balance March 31, 2025		576,562			5,766			211,101,313		211,101		5,376,967		5,476		990			(2,126,063	)		-			-			(1,902,730	)
Net loss		-			-			-		-		-		-		-			(54,772	)		-			-			(54,772	)
Balance June 30, 2025		576,562		$	5,766			211,101,313	$	211,101		5,376,967	$	5,476	$	990		$	(2,180,835	)		-		$	-		$	(1,957,502	)
Series D Preferred Stock issued for services		-			-			-		-		2,000		2		39,998			-			-			-			40,000
Common Stock issued for services		-			-			-		-		614,525		615		17,821			-			-			-			18,436
Net loss		-			-			-		-		-		-		-			(117,417	)		-			-			(117,417	)
Balance September 30, 2025		576,562		$	5,766			211,101,313	$	211,101		5,993,492	$	6,093	$	58,809		$	(2,298,252	)		-		$	-		$	(2,016,483	)

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-3

Table of Contents

TOTALIGENT, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024UNAUDITED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Shares to be issued						Additional Paid-in			Accumulated			Treasury Stock					Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Shares		Amount			(Deficit)
Balance - December 31, 2023		603,750	$	6,038		211,101,313	$	211,101		5,486,967		$	5,486		$	699,667		$	(860,127	)		38,187,500	$	(972,181	)	$	(910,016	)

Series D Preferred Stock issued for services		10,000		100		-		-		(10,000	)		(10	)		(90	)		-			-		-			-

Net loss		-		-		-		-		-			-			-			(140,490	)		-		-			(140,490	)

Balance March 31, 2024		613,750		6,138		211,101,313		211,101		5,476,967			5,476			699,577			(1,000,617	)		38,187,500		(972,181	)		(1,050,506	)

Net loss		-		-		-		-		-			-			-			(123,802	)		-		-			(123,802	)

Balance June 30, 2024		613,750		6,138		211,101,313		211,101		5,476,967			5,476			699,577			(1,124,419	)		38,187,500		(972,181	)		(1,174,308	)

Series D Preferred Stock issued for services		100,000		1,000		-		-		-			-			1,199,000			-			-		-			1,200,000

Net loss		-		-		-		-		-			-			-			(575,423	)		-		-			(575,423	)

Balance September 30, 2024		713,750	$	7,138		211,101,313	$	211,101		5,476,967		$	5,476		$	1,898,577		$	(1,699,842	)		38,187,500	$	(972,181	)	$	(549,731	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

UNAUDITED

	Preferred Stock				Common Stock				Shares to be issued						Additional Paid-in		Accumulated			Treasury Stock					Total Stockholders’Equity
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Shares		Amount			(Deficit)
Balance - December 31, 2023		603,750	$	6,038		211,101,313	$	211,101		5,486,967		$	5,486		$	699,667	$	(860,127	)		38,187,500	$	(972,181	)	$	(910,016	)
Series D Preferred Stock issued for services		10,000		100		-		-		(10,000	)		(10	)		-		-			-		-			-
Net loss		-		-		-		-		-			-			-		(140,490	)		-		-			(140,490	)
Balance March 31, 2024		613,750		6,138		211,101,313		211,101		5,476,967			5,476			699,667		(1,000,617	)		38,187,500		(972,181	)		(1,050,506	)
Net loss		-		-		-		-		-			-			-		(123,802	)		-		-			(123,802	)
Balance June 30, 2024		613,750	$	6,138		211,101,313	$	211,101		5,476,967		$	5,476		$	699,667	$	(1,124,419	)		38,187,500	$	(972,181	)	$	(1,174,308	)

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-4

Table of Contents

TOTALIGENT, INC.

TOTALIGENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED

	For the Nine Months Ended
	September 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(337,667	)	$	(834,715	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation expense		13,218			21,623
Stock issued for services		58,436			1,200,000
Loss on change in fair value of derivative liabilities		63,534			67,004
Gain on change in fair value of securities		(70,830	)		-
Other income		(19,170	)		-
Loss on disposal of assets		18,327			-
Amortization of debt discount		-			6,467
Changes in Operating Assets and Liabilities:
Prepaid expense		(1,048	)		(896,260	)
Accounts payable		(7,000	)		-
Accrued compensation		7,501			243,798
Accrued interest		48,225			34,430
Net cash used in operating activities		(226,474	)		(157,653	)

CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for capitalized software		(25,150	)		(61,634	)
Net cash used in investing activities		(25,150	)		(61,634	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes payable		230,000			60,000
Net cash provided by financing activities		230,000			60,000

Net Decrease in Cash		(21,624	)		(159,287	)

Cash - Beginning of the Period		22,128			167,735

Cash - End of the Period	$	504		$	8,448

Supplemental Disclosures of Cash Flows
Cash paid for Interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	For the Six Months Ended
	June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(220,250	)	$	(264,292	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation expense		9,821			13,389
Gain on change in fair value of derivative liabilities		(11,512	)		(38,062	)
Loss on disposal of assets		18,327			-
Amortization of debt discount		-			6,467
Changes in Operating Assets and Liabilities:
Prepaid expenses		5,440			6,215
Accounts payable		(7,000	)		-
Accrued compensation		-			149,301
Accrued interest		30,906			22,579
Net change in operating activities		(174,268	)		(104,403	)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for capitalized software		(15,234	)		(41,700	)
Net change in investing activities		(15,234	)		(41,700	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes payable		230,000			-
Net change in financing activities		230,000			-
Net (Decrease) Increase in Cash		40,498			(146,103	)
Cash - Beginning of the Period		22,128			167,735
Cash - End of the Period	$	62,626		$	21,632
Supplemental Disclosures of Cash Flows
Cash paid for Interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements

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TOTALIGENT, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025

1. Nature of operations

The Company was incorporated under the name Digi Messaging & Advertising Inc. (“Digi” or the “Company”) in the State of Wyoming on August 16, 2019, for the purpose of developing and operating multiple digital marketing platforms. On December 3, 2021, Totaligent, a Delaware corporation, Digi and the Shareholders of the Company (the “Digi Shareholders”) executed an Agreement and Plan of Merger (the “Merger Agreement”) that provided for Digi to be merged into Totaligent (the “Merger”) through a share exchange agreement. As a result of the Share Exchange, Totaligent acquired 100% of the issued and outstanding shares of Digi in exchange for the issuance of 600,000 shares of Series D Convertible Preferred Stock.

Immediately following the Merger, Totaligent’s subsidiary, CSES Group, Inc., which owns all rights, title and interest in Totaligent’s refrigerant technology, was spun out in exchange for the cancellation of an aggregate of 54,422,903 shares of Totaligent Common Stock (the “Cancelled Shares”) held by former Totaligent management and shareholders. Upon completion of these actions, Edward C. DeFeudis was appointed to the role of CEO and Ben Hansel remained on the board of directors.

On July 21, 2022, the Company changed its name to Totaligent, Inc. (“Totaligent” or the “Company”).

The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital, as described herein. The Company has not yet developed sustainable revenue-generating operations, does not have positive cash flows from operations, and is dependent on periodic infusions of debt and equity capital to fund its operating requirements.

The Company’s common stock was traded under the symbol “LTMP” on the OTCQB through May 20, 2018, on the OTC Pink marketplace thereafter, and trades under the symbol “TGNT” as of August 1, 2022.

2. Summary of significant accounting policies

Basis of presentation and consolidation:

The accompanying unaudited consolidated financial statements, which include the presentation and accounts of the Company and Digi have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024. The unaudited consolidated financial statements have been prepared using the accrual basis of accounting in accordance with GAAP and presented in US dollars. They should be read in conjunction with the annual financial statements reported in the latest Form 10-K filed for the year ended December 31, 2024. The results of operations of any interim period are not necessarily indicative of the results for the full year. The year end is December 31.

The unaudited consolidated financial statements include the accounts of Totaligent and Digi. Digi is a wholly owned subsidiary of Totaligent. All significant intercompany balances and transactions have been eliminated.

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Going concern

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis. For the ~~six~~nine months ended ~~June~~September 30, 2025, the Company had a net loss of $~~373~~490,~~472~~889, had $2,~~138~~204,~~934~~434 in negative working capital, accumulated deficit of $2,~~180~~298,~~835~~252 and stockholders’ deficit of $12,~~957~~016,~~502~~483. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. At ~~June~~September 30, 2025, the Company had cash of $~~62,626~~504. Management is currently seeking to raise additional funds, primarily through the issuance of debt or equity securities, and estimates that a significant amount of capital will be necessary over a sustained period of time to advance the development of the Company’s business to the point at which it can become commercially viable and self-sustaining. However, there can be no assurances that the Company will be successful in this regard.

As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying unaudited consolidated financial statements are being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations. A debt financing may contain undue restrictions on the Company’s operations and/or liens on the Company’s tangible and intangible assets, and an equity financing may cause substantial dilution to the Company’s common stockholders. If cash resources are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to scale back or discontinue its operations, obtain funds, if available, although there can be no certainty, through strategic alliances that may require the Company to relinquish rights to its technology, or to discontinue its operations entirely.

The development and expansion of the Company’s business in 2025 and thereafter will be dependent on the capital resources available to the Company. No assurances can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company or adequate to fund the development and expansion of the Company’s business to a level that is commercially viable and self-sustaining.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of Totaligent, Inc. and Digi Messaging & Advertising Inc. Digi is a wholly owned subsidiary of Totaligent. All significant intercompany balances and transactions have been eliminated.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Reclassification of Presentation

Certain prior period amounts have been reclassified to conform with current year presentation. These reclassifications related to reclassifications from operating expenses to cost of revenue. For the ~~six~~nine months ended ~~June~~September 30, 2024, gross profit changed from $6928,~~788~~606 per filed to $7945,~~929~~290 per revised. For the ~~six~~nine months ended ~~June~~September 30, 2024, operating expenses changed from $~~343~~755,~~096~~418 per filed to $~~353~~772,~~237~~102 per revised. For the three months ended ~~June~~September 30, 2024, gross profit changed from ($297,~~366~~432) per filed to ($~~36,078~~889) per revised. For the three months ended ~~June~~September 30, 2024, operating expenses changed from $~~135~~451,~~226~~072 per filed to $~~141~~457,~~938~~615 per revised.

Cash and cash equivalents

The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the unaudited consolidated statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of ~~June~~September 30, 2025 and December 31, 2024, the Company’s cash balances totaled $~~62,626~~504 and $22,128, respectively.

Investment in Marketable Securities

The Company’s investment in marketable securities consists primarily of corporate equities with a quoted market price that are classified as trading securities. Marketable securities are stated at fair value as determined by the closing price of each security at each balance sheet date. Unrealized gains and losses on these securities are included in operations for the applicable period. As of September 30, 2025 and December 31, 2024, the balance of investment in marketable securities was $90,000 and $0, respectively.

Fair value measurements

Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“"ASC 820”"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

The Company’s financial instruments consist of prepaid expenses, accrued compensation, accrued interest, convertible notes payable, and derivative liabilities. The carrying amounts of prepaid expenses, accrued compensation, accrued interest, and convertible notes payable approximates their fair values because of the short-term maturities of these instruments. The derivative liabilities are measured at fair value on a recurring basis with Level 3 inputs..

Treasury stock

Treasury stock is recognized at acquisition cost and ~~are~~is presented as a deduction from stockholder’'s equity. Upon sale of treasury shares, the realized gain or loss is recognized through the unaudited consolidated statements of stockholders’ deficit in additional paid-in capital.

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Related party transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company’s membership interests including such person’'s immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the Company’s financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Convertible Debentures

The Company adheres to the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes the requirements for accounting for beneficial conversion features.

Derivative Liability

The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the unaudited consolidated statements of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. As of ~~June~~September 30, 2025 and December 31, 2024, the Company has a derivative liability of $~~146~~221,~~543~~589 and $158,055, respectively.

Property and Equipment

Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives:

Computer equipment	5 years
Furniture and fixtures	7 years

Finite-lived Intangible Assets

The Company’s internal software development costs primarily relate to internal-use software. Such costs are capitalized in the application development stage in accordance with ASC 350-40, Internal-use Software (“"ASC 350-40”"). The Company also capitalizes software development costs upon the establishment of technological feasibility for a product in accordance with ASC 985-20, Software to be Sold, Leased, or Marketed (“ASC 985-20”). Software development costs are amortized on a straight-line basis over three years. As of September 30, 2025, the Company’s software is in a beta stage. Once the software goes live, the Company will begin amortizing the software development costs.

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Impairment of Long-Lived Assets

The Company reviews long-lived assets, consisting primarily of property and equipment and capitalized software, for impairment at each fiscal year end or when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the assets. Assets to be disposed of are separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The Company has not historically recorded any impairment to its long-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had not deemed any long-lived assets as impaired, and was not aware of the existence of any indicators of impairment at such dates.

Income taxes

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Uncertain tax positions

The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the unaudited consolidated financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the unaudited consolidated financial statements.

Revenue recognition

The Company’s revenues are generated from managing branding and awareness campaigns to publicly traded companies and political candidates. These campaigns typically consist of writing landing pages, editorials, creating ads, setting up and managing email, SMS, Push, SEO, PPC and programmatic campaigns, as well as social media marketing. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). In accordance with ASC 606, revenue is recognized when promised services are transferred to a customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

Identify the contract with a customer.

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

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Identify the performance obligations in the contract:

A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

Determine the transaction price.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts at ~~June~~September 30, 2025 and December 31, 2024, contained a significant financing component or variable consideration terms.

Allocate the transaction price to performance obligations in the contract.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation.

Recognize revenue when or as the Company satisfies a performance obligation.

The Company satisfies performance obligations at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a customer. Under both managed services arrangements and self-service arrangements, the Company’s promised services under the contracts include identification, bidding and purchasing of advertisement opportunities. The Company also generally has discretion in establishing the pricing of the ads. Since the Company is controlling the promise to deliver the contracted services, the Company is considered the principal in all arrangements for revenue recognition purposes. The performance obligations are satisfied, and revenue recognition, primarily upon performing the set up on content creation and monthly for the management fees.

Advertising Costs

The Company expenses advertising costs when advertisements occur. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company recorded $3,536 and $~~388~~114 in advertising, respectively. During the three months ended ~~June~~September 30, 2025 and 2024, the Company recorded $~~2,036~~0 ~~and $7~~ in advertising~~, respectively~~. Advertising expenses are included in general and administrative expenses in the unaudited consolidated statements of operations.

Stock-based compensation

The cost of equity instruments issued to employees and non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, Compensation – Stock Compensation. The related expense is recognized as services are rendered or vesting periods elapse.

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Net loss per share calculation

Basic earnings (loss) per common share (“"EPS”") is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The following potential common shares were excluded from the calculation of diluted net income (loss) per share available to common stockholders because their effect would have been antidilutive:

	Three and Six Months Ended June 30,
	Three and Nine Months Ended September 30,
	2025		2024
Convertible notes payable		7080,~~107~~026,~~178~~663		3837,~~506~~702,~~099~~759
Total		70,107,178		38,506,099
Preferred stock		713,750,000		713,750,000
Total		793,776,663		751,452,759

As of September 30, 2025 and 2024,, the number of outstanding common stock plus common stock equivalents is greater than the authorized shares. However, as of September 30, 2025 and 2024, the CEO has enough voting control to increase the number of authorized shares without a full shareholder vote, and is willing to do so if needed.

Segment Reporting

The Company has determined that it has one reportable segment, which includes managing branding and awareness campaigns to publicly traded companies and political candidates. The single segment was identified based on how the Chief Operating Decision Maker, who was determined to be the Chief Executive Officer, manages and evaluates performance and allocates resources.

Recently accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. The update requires public entities to disclose significant segment expenses regularly provided to the chief operating decision maker and extends certain annual segment disclosures to interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with interim period application required starting after December 15, 2024, and early adoption permitted. The Company adopted this guidance on January 1, 2024.

The Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations for the quarter ended as of ~~June~~September 30, 2025 or on a going forward basis.

The Company has reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on its unaudited consolidated financial statements.

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3. Marketable ~~Property and equipment~~ securities

~~Property~~The ~~and~~Company’s ~~equipment~~marketable assecurities ofare ~~June~~stated ~~30,~~at ~~2025~~fair ~~and~~value ~~December~~in ~~31,~~accordance ~~2024~~with ASC Topic 321, Investments- Equity Securities. Any changes in the fair value of the Company’s marketable securities are ~~summarized~~included in net income under the caption of gain (loss) on change in fair value of securities. The market value of the securities is determined using prices as ~~follows:~~reflected on an established market. Realized and unrealized gains and losses are determined on an average cost basis. The marketable securities are investments predominately in shares of large publicly traded securities which are being invested until such time the funds are needed for operations.

	June 30,			December 31,
	2025			2024
Computer equipment	$	75,000		$	71,335
Computer server		19,751			22,551
Mining equipment		-			54,325
		94,751			148,211
Less: Accumulated depreciation		(56,545	)		(81,857	)
Property and equipment - net	$	38,206		$	66,354

The value of these marketable securities at September 30, 2025 is as follows:

For the six months ended June 30, 2025 and 2024, the Company recorded $9,821 and $13,389 in depreciation expense, respectively. For the three months ended June 30, 2025 and 2024, the Company recorded $3,670 and $4,383 in depreciation expense, respectively.

	Marketable Securities
Cost	$	19,170
Gross unrealized gain		70,830
Fair value	$	90,000

~~During~~The ~~the~~above ~~six~~marketable ~~months~~securities ~~ended~~are ~~June~~reflected ~~30,~~as ~~2025,~~level 1 assets as the securities prices are quotes in an established market. The Company ~~disposed~~has ofreflected ~~its~~$70,830 ~~remaining~~in ~~mining~~unrealized ~~equipment~~gains and has reported these securities as unrealized gain on change in ~~the~~fair ~~amount~~value of ~~$54,325.~~securities Asin athe ~~result~~statements of operations during the ~~disposal~~three and nine months ended September 30, ~~the~~2025. ~~Company~~There ~~recorded~~were ano ~~loss~~realized onor ~~disposal~~unrealized ofgains ~~fixed~~on ~~assets~~marketable securities in the ~~amount~~nine ofmonths ~~$18~~ended September 30,~~327~~ 2024.

4. Property ~~Intangible~~and ~~assets~~equipment

~~Intangible~~Property ~~assets~~and ~~consisted~~equipment as of ~~the~~September ~~following at June~~ 30, 2025 and December 31, 2024, are summarized as follows:

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Software development costs	$	143,225		$	127,991
Computer equipment	$	75,000		$	71,335
		143,225			127,991
Computer server		19,751			22,551
Less: Accumulated amortization		-			-
Mining equipment		-			54,325
Intangible assets - net	$	143,225		$	127,991
		94,751			148,211
Less: Accumulated depreciation		(59,941	)		(81,857	)
Property and equipment - net	$	34,810		$	66,354

For the nine months ended September 30, 2025 and 2024, the Company recorded $13,218 and $18,964 in depreciation expense, respectively. For the three months ended September 30, 2025 and 2024, the Company recorded $3,397 and $8,233 in depreciation expense, respectively.

During the nine months ended September 30, 2025, the Company disposed of its remaining mining equipment in the amount of $54,325. As a result of the disposal, the Company recorded a loss on disposal of fixed assets in the amount of $18,327.

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5. ~~Convertible~~Intangible ~~notes payable~~ assets

~~The~~Intangible ~~following~~assets ~~table~~consisted ~~details~~of the ~~Company’s~~following ~~convertible~~at ~~notes~~September ~~payable as of June~~ 30, 2025 and December 31, 2024~~, respectively~~:

												Principal Balance as of
		September 30,			December 31,
Ref No.					Date of Note		Original Principal			Interest		June 30,		December 31,
		2025			2024
					Issuance		Balance		Maturity Date	Rate %		2025		2024
Software development costs		$	153,141		$	127,991
	1			/**	6/16/2021		$	20,000	12/16/2022		10	$	20,000	$	20,000
Less: Accumulated amortization			-			-
	2			/**	6/17/2021			50,000	12/17/2021		10		50,000		50,000
Intangible assets - net		$	153,141		$	127,991
	3			/**	6/18/2021			50,000	12/18/2021		10		50,000		50,000
	4			/**	7/2/2021			16,000	1/2/2022		10		16,000		16,000
	5			/**	8/4/2021			7,000	2/4/2022		10		7,000		7,000
	6			/**	8/16/2021			54,360	2/16/2022		10		54,360		54,360
	7			/**	9/10/2021			54,360	3/10/2022		10		54,360		54,360
	8			/**	10/18/2021			54,360	4/18/2022		10		54,360		54,360
	9			/**	6/30/2023			25,000	12/30/2023		10		25,000		25,000
	10			/*	9/28/2023			80,000	3/28/2024		6		80,000		80,000
	11			/*	9/29/2023			80,000	6/29/2024		6		80,000		80,000
	12			/*	10/1/2023			10,000	3/31/2024		6		10,000		10,000
	13			/**	10/13/2023			19,750	4/13/2024		10		19,750		19,750
	14			/*	8/7/2024			30,000	2/7/2025		6		30,000		30,000
	15			/*	8/26/2024			30,000	2/26/2025		6		30,000		30,000
	16			/*	10/29/2024			7,000	4/29/2025		6		7,000		7,000
	17			/*	11/27/2024			25,000	5/27/2025		6		25,000		25,000
	18			/*	12/2/2024			25,000	6/2/2025		6		25,000		25,000
	19			/*	12/9/2024			25,000	6/9/2025		6		25,000		25,000
	20			/*	12/18/2024			18,505	6/18/2025		6		18,505		18,505
	21			**	2/18/2025			30,000	8/18/2025		6		30,000		-
	22			**	3/28/2025			100,000	8/18/2025		6		100,000		-
	23			**	4/1/2025			100,000	8/18/2025		6		100,000		-
					Total							$	911,335	$	681,335

6. Convertible notes payable

The following table details the Company’s convertible notes payable as of September 30, 2025 and December 31, 2024, respectively:

									Principal Balance as of
Ref No.			Date of Note	Original Principal			Interest		September 30,		December 31,
			Issuance	Balance		Maturity Date	Rate %		2025		2024
	1	/**	6/16/2021	$	20,000	12/16/2022		10	$	20,000	$	20,000
	2	/**	6/17/2021		50,000	12/17/2021		10		50,000		50,000
	3	/**	6/18/2021		50,000	12/18/2021		10		50,000		50,000
	4	/**	7/2/2021		16,000	1/2/2022		10		16,000		16,000
	5	/**	8/4/2021		7,000	2/4/2022		10		7,000		7,000
	6	/**	8/16/2021		54,360	2/16/2022		10		54,360		54,360
	7	/**	9/10/2021		54,360	3/10/2022		10		54,360		54,360
	8	/**	10/18/2021		54,360	4/18/2022		10		54,360		54,360
	9	/**	6/30/2023		25,000	12/30/2023		10		25,000		25,000
	10	/*	9/28/2023		80,000	3/28/2024		6		80,000		80,000
	11	/*	9/29/2023		80,000	6/29/2024		6		80,000		80,000
	12	/*	10/1/2023		10,000	3/31/2024		6		10,000		10,000
	13	/**	10/13/2023		19,750	4/13/2024		10		19,750		19,750
	14	/*	8/7/2024		30,000	2/7/2025		6		30,000		30,000
	15	/*	8/26/2024		30,000	2/26/2025		6		30,000		30,000
	16	/*	10/29/2024		7,000	4/29/2025		6		7,000		7,000
	17	/*	11/27/2024		25,000	5/27/2025		6		25,000		25,000
	18	/*	12/2/2024		25,000	6/2/2025		6		25,000		25,000
	19	/*	12/9/2024		25,000	6/9/2025		6		25,000		25,000
	20	/*	12/18/2024		18,505	6/18/2025		6		18,505		18,505
	21	/*	2/18/2025		30,000	8/18/2025		6		30,000		-
	22	/*	3/28/2025		100,000	8/18/2025		6		100,000		-
	23	**	4/1/2025		100,000	10/1/2025		6		100,000		-
			Total						$	911,335	$	681,335

*The conversion price is the average closing bid price for the 10 trading days prior to the conversion date multiplied by 80%, not to exceed $0.01.

**The conversion price is fixed at $0.01 per share.

*** In default as of ~~June~~September 30, 2025.

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Accounting considerations for notes with variable conversion prices

The Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the embedded conversion option. The conversion option bears risk of equity which were not clearly and closely related to the host debt agreement and required bifurcation. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification.

Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative.

Accounting considerations for notes with fixed conversion prices

The Company evaluated the notes under ASC 815. ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. There were no embedded instruments which required bifurcation.

During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company recorded $3048,~~907~~226 and $2234,~~579~~432 in interest expense, respectively, related to the convertible notes. During the three months ended ~~June~~September 30, 2025 and 2024, the Company recorded $17,~~115~~319 and $11,~~289~~853 in interest expense, respectively, related to the convertible notes.

67. Derivative liabilities

Embedded derivatives

The Company’s convertible promissory notes gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of ~~June~~September 30, 2025 and December 31, 2024 and the amounts that were reflected in income related to derivatives for the period ended:

	June 30, 2025
	September 30, 2025
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		1220,~~249~~313,~~668~~173	$	~~146~~221,~~543~~589
Total		1220,~~249~~313,~~668~~173	$	~~146~~221,~~543~~589

	December 31, 2024
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Embedded derivatives		35,592,281	$	158,055
Total		35,592,281	$	158,055

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The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	For the three months ended
	For the nine months ended
	June 30, 2025			June 30, 2024
	September 30,2025			September 30,2024
Embedded derivatives	$	66(63,~~848~~534	)	$	(567,~~845~~004	)
Loss on issuance of derivative		-—			-—
Total gain (loss)	$	66(63,~~848~~534	)	$	(567,~~845~~004	)

	For the six months ended
	For the three months ended
	June 30, 2025			June 30, 2024
	September 30,2025			September 30,2024
Embedded derivatives	$	11(75,~~512~~046	)	$	38(105,~~062~~066	)
Loss on issuance of derivative		-—			-—
Total gain (loss)	$	11(75,~~512~~046	)	$	38(105,~~062~~066	)

Current accounting principles that are provided in ASC 815 require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Monte Carlo Simulation Model, which approximates the Monte Carlo Simulations, valuation technique to fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Binomial Lattice Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.

Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

	Inception Date			December 31, 2024			~~June~~September 30, 2025
Quoted market price on valuation date	$	0.~~034~~027 - 0.045		$	0.0152		$	0.032
Effective contractual conversion rates	$	0.~~026~~0204 – 0.0366		$	0.01296		$	0.~~02864~~024
Contractual term to maturity	0.5 Years			0.25 Years			0.25 Years
Market volatility:
Volatility	200.36%-332.78	~~200.36%-332.78~~	%	86.07%-169.31		%	~~200~~102.3635%-~~332~~153.7835		%
Risk-adjusted interest rate		10	%		10	%		10	%

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The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of ~~June~~September 30, 2025 and December 31, 2024:

	Six Months Ended			Year Ended
	Nine MonthsEnded			Year Ended
	June 30, 2025			December 31, 2024
	September 30,2025			December 31,2024
Balances at beginning of period	$	158,055		$	149,182
Issuances:
Embedded derivatives		-			-
Conversions/extinguishments
Changes in fair value inputs and assumptions reflected in income		~~(11~~63,~~512~~534	)		8,873
Balances at end of period	$	~~146~~221,~~543~~589		$	158,055

78. Commitments and contingencies

Legal contingencies

The Company may be subject to legal proceedings from time to time as part of its business activities. As of ~~June~~September 30, 2025, the Company was not subject to any threatened or pending legal actions or claims.

Significant agreements and contracts

~~None~~On September 8, 2025, the Company entered into an Investor Relations/Public Relations Consulting and Services Agreement with a consultant. Under the Agreement, the consultant is to provide investor relations, corporate communications, and public relations services to the Company for a six-month term beginning September 8, 2025 and ending March 6, 2026, with automatic month-to-month renewal thereafter unless terminated.

8.As ~~Equity~~consideration for these services, the Company agreed to issue to the Consultant five million (5,000,000) shares of restricted common stock of the Company, deliverable on March 9, 2026.

9. Equity

Preferred Stock

The Company has authorized a total of 10,000,000 shares of preferred stock, par value $0.01 per share. The Company has 1,000,000 shares authorized for Series D Preferred Stock. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had issued 576,562 and 713,750 shares of Series D Convertible Preferred Stock, respectively. The Company’s Board of Directors has the authority to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Holders of the Preferred Stock voting as a separate class shall, until June 30, 2023, vote together with the holders of the Common Stock of the Corporation as a single class on all matters submitted to a vote of stockholders, with each share of Preferred Stock entitled to 1,000 votes. The Preferred Stock shall be treated pari passu with the Common Stock except that the dividend on each share of Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of Common Stock multiplied by the Conversion Rate, which is 1,000 shares of Common Stock for each share of Preferred Stock. The Preferred Stock is not entitled to a liquidation preference.

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Common Stock

As of ~~June~~September 30, 2025 and December 31, 2024, respectively, the Company had authorized 500,000,000 shares of its common stock, par value $0.001 per share. As of ~~June~~September 30, 2025 and December 31, 2024, the Company had 211,101,313 shares of common stock issued, and 211,101,313 and 172,913,813 of common stock outstanding.

As of September 30, 2025, the Company had 211,101,313 common shares outstanding and 781,342,436 common stock equivalents related to convertible notes payable and convertible preferred stock. As of September 30, 2025 and 2024,, the number of outstanding common stock plus common stock equivalents is greater than the authorized shares. However, as of September 30, 2025 and 2024, the CEO has enough voting control to increase the number of authorized shares without a full shareholder vote, and is willing to do so if needed.

Shares to be issued

As of ~~June~~September 30, 2025 and December 31, 2024, the Company had 5,993,492 and 5,376,967 in shares to be issued, respectively. The shares to be issued as of ~~June~~September 30, 2025 consist of common stock related to past subscription agreements.

Treasury Stock

In 2021, CSES Group, Inc., which owns all rights, title and interest in Totaligent’s refrigerant technology, was spun out in exchange for the cancellation of an aggregate of 54,422,903 shares of Totaligent Common Stock (the “Cancelled Shares”) held by former Totaligent management and shareholders. These shares were returned to the treasury. During the year ended December 31, 2023, the Company issued 14,062,500 shares from the treasury in connection with the conversion of 11,250 shares of Series D Preferred stock. The shares were valued at $196,875, resulting in an offset to paid in capital in the amount of $196,763. During the three months ended ~~June~~September 30, 2025, the Company issued the remaining 38,187,500 shares from the treasury in connection with the conversion of 38,188 shares of Series D Preferred stock. The shares were valued at $972,181, resulting in an offset between paid in capital in the amount of $818,577 and accumulated deficit in the amount of $153,222. The amount recorded in accumulated deficit was the difference between $972,181 and the additional paid in capital balance prior to the conversion of $818,577.

910. Income taxes

The Company did not provide any current or deferred US federal income tax provision or benefit for the three and ~~six~~nine months ending ~~June~~September 30, 2025 and or the year ended December 31, 2024 as they incurred tax losses during both of these periods.

When it is more likely than not, that a tax asset cannot be realized through future income, the Company must record an allowance against any future potential future tax benefit. The Company has provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carry forward periods. The Company has not taken a tax position that, if challenged, would have a material effect on the unaudited consolidated financial statements for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 as defined under ASC 740, “"Accounting for Income Taxes.”"

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.

The sources and tax effects of the differences for the periods presented are as follows:

	Three and Six Months Ended
	June 30, 2025			June 30, 2024
U.S. statutory federal income tax rate		21	%		21	%
State income taxes, net of federal income tax		4	%		4	%
Change in valuation allowance		(25	)%		(25	)%
Effective income tax rate		0	%		0	%

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The sources and tax effects of the differences for the periods presented are as follows:

	Three and Nine Months Ended
	September 30, 2025			September 30, 2024
U.S. statutory federal income tax rate		21	%		21	%
State income taxes, net of federal income tax		5	%		5	%
Change in valuation allowance	(26		%)		(26	%)
Effective income tax rate		0	%		0	%

A reconciliation of the income taxes computed at the statutory rate is as follows:

	Three Months Ended
	June 30, 2025			June 30, 2024
	September 30,2025			September 30,2024
Tax credit (expense) at statutory rate (25%)	$	13,693		$	30,951
Tax credit (expense) at statutory rate (26%)	$	30,528		$	148,310
Increase in valuation allowance		(1330,~~693~~528	)		(30148,~~951~~310	)
Net deferred income tax asset	$	-—		$	-—

	Six Months Ended
	Nine Months Ended
	June 30, 2025			June 30, 2024
	September 30,2025			September 30,2024
Tax credit (expense) at statutory rate (25%)	$	55,063		$	66,074
Tax credit (expense) at statutory rate (26%)	$	87,792		$	217,026
Increase in valuation allowance		(5587,~~063~~792	)		(66217,~~074~~026	)
Net deferred income tax asset	$	-—		$	-—

At ~~June~~September 30, 2025 and December 31, 2024, the significant components of the deferred tax assets are summarized below:

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Net operating loss carry-forward	$	~~506~~597,~~903~~545		$	~~451~~469,~~841~~914
Valuation allowance		(~~506~~597,~~903~~545	)		(~~451~~469,~~841~~914	)
Net deferred tax asset (liability)	$	-		$	-

As of ~~June~~September 30, 2025 and December 31, 2024, the Company had a federal net operating loss carryforward of approximately $2,~~180~~298,~~835~~252 and $1,807,363, respectively. The federal net operating loss carryforwards do not expire but may only be used against taxable income to 80%. No tax benefit has been reported in the unaudited consolidated financial statements. The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company.

1011. Subsequent events

~~None~~The convertible note payable in the amount of $100,000 issued on April 1, 2025 went into default as of October 1, 2025.

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

The following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited consolidated financial statements and the notes to those statements included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.

This section of the report should be read together with Footnotes of the Company’s audited consolidated financials for the year ended December 31, 2024. The unaudited consolidated statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 are compared in the sections below.

Financial Results

The following discussion of the results of operations constitutes management’s review of the factors that affected the financial and operating performance for the three and ~~six~~nine months ended ~~June~~September 30, 2025. This discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto contained elsewhere in this report. The Company has a December 31 fiscal year end.

Executive Summary

Totaligent, Inc. (“Totaligent” or the “Company”) is a person-based digital marketing platform that allows companies and individuals to use and unlock owned and acquired data to efficiently market their products, services, and brands. The Company’s consumer-facing integrated digital marketing platform, which allows individuals and enterprises to leverage its big data to micro-target customers with disruptive increases in efficiency, launched its BETA mode on March 5, 2025.. Totaligent is a Delaware corporation currently trading on the OTCPink market under the stock symbol TGNT, and has executive offices located at 2255 Glades Road, Suite 324A Boca Raton, FL 33431 and a technology hub in Houston, TX.

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Business Description:

Today, Totaligent offers managed campaigns to publicly traded companies and political candidates and launched aits BETA mode consumer-facing person-based digital marketing platform on March 5, 2025. Totaligent’s managed campaign business will continue to be the main driver of revenue until the public launch of the consumer platform.

Totaligent’s white-label programmatic ad platform is directly connected to its own custom Database Management Platform (“DMP”), which allows micro-targeting using data matching, which can be site specific, area specific and/or zip code specific. This platform leverages highly efficient display advertising, as opposed to general search engine keyword advertising. The platform is connected to more than 40 network publishers, giving users a deep network of web portals in all verticals.

The Totaligent team is continuously updating the platform to follow the ever-changing advertising rules implemented by Google, Facebook, Twitter and others, regarding advertising crypto, drugs, tobacco, firearms, sex, and political advertising. Our customer outreach tools include email, SMS, and push notification.

	•	Email marketing on the Totaligent platform connects to most of the known email marketing Electronic Services Portals (“ESP”).
	•	Short Message Service (“SMS”) connects to multiple telecom partners allowing users to choose deliverability and the best price for their messaging needs. We offer long code, short code, and 1-800s.
	•	Push notification marketing utilizes the Totaligent smart code (cookie), which allows customers to receive push notifications for upcoming news, offers, events, and more, all managed internally on Totaligent’s Push servers.

Individual Totaligent services are currently operational and used for our managed campaign program. Upon the launch of the consumer-facing platform, the full spectrum of Totaligent’s digital communication tools will operate within the same User Interface XML (“UIX”), negating the need for multiple service providers or Customer Relationship Management (“CRM”) tools to perform various individual tasks. Users will be able to harmonize every facet of a digital campaign from a single panel, allowing multichannel marketing and analytics to maximize communication and ROI from the user’s customer and visitor databases.

Background

To be successful in today’s digital world, companies’ websites need pop up widgets, tracking pixels, push notification services, email services (Constant Contact, Mail Chimp, etc.), text and/or SMS services (Twilio), and other services for Pay per Click (“PPC”) (Google, Oath, Twitter, Facebook, etc.). From platform set up to campaign management, each of these services requires additional layers of effort and focus.

Companies are required to purchase or license software and often need a technical team to set up and integrate APIs and manage each digital platform. Today, most users of these services are typically small to medium sized business owners and don’t have the technical expertise, time or capital to effectively manage digital marketing campaigns successfully. These deficiencies make them susceptible to click and bot fraud, which runs rampant on ad networks.

There is no way to audit clicks and impressions on these ad networks; companies are led to believe that every view and click is a real person when in reality, they’re not. Fake clicks and impressions are a massive revenue generator for the ad networks, so there is no incentive for them to make digital advertising more efficient. Companies are simply told to accept unsustainable conversion rates.

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In addition, ad networks hoard an enormous amount of customer data (email, device ID, mobile number, etc.) for their benefit, even though they are being paid by companies to acquire customers on their behalf. Companies are only provided with the alleged number of clicks and the average time spent on their site. This lack of crucial data is a major disadvantage for the companies’ campaign managers when trying to determine how to better engage with their target market. Because they cannot retarget prospects via email, text, or otherwise, they are forced to spend additional money on the ad networks to blindly reengage.

How Totaligent is Different

The Totaligent platform makes every visitor and impression a usable data point. When users run digital campaigns on Totaligent, every prospect that clicks on users’ sites, is immediately matched to the requisite data from the DMP, providing the users with crucial data points. The Totaligent platform stores the users’ data in a closed-circuit environment for use in future digital campaigns. This is the key to the Totaligent marketing platform. Totaligent can match all visitor data immediately upon landing on the users’ websites, like: device IDs, IP address, mobile number, email address, and social network profiles. This type of data allows Totaligent’s users to engage in micro-targeted person-based marketing, as opposed to blindly running ad campaigns and requesting the site visitors’ details. With Totaligent, users will now be able to access one interface to manage their Text, Email, PPC, and Push Notification campaigns to maximize their person-based marketing efforts.

Totaligent Programmatic

The use of programmatic marketing is extremely cost effective, when Totaligent users create “like audiences.” Users of the platform can input specific demographics to create “like audiences” for micro-targeting purposes, so they can be most efficient with their ad spend. Totaligent estimates that person-based targeted ads yield a 40% cost savings, while increasing conversion rates from remarketing campaigns. Benefits:

	•	Eliminates bot and fraudulent traffic, as well as wasteful display impressions; now every impression becomes useful data with Totaligent’s ability to match and append based upon IP address and device ID.

	•	Eliminates the need to target the general population, with the hope that an interested party will click an ad with the intention of converting.

	•	Eliminates competitors and marketers clicking ads, to get advertising ideas, pushing lower conversion ratios, or simply to waste a user’s money.

Totaligent currently has vast U.S. audiences of businesses, non-profits, political parties, venture capital, financial markets/investor verticals, and donors.

Totaligent Tools

To get great results, you need the right tools. Unfortunately, the right tools are not available in a single platform, which makes effective digital marketing a cumbersome and costly endeavor. After years of managing millions of dollars in digital campaigns, the Totaligent team built specific tools to overcome systemic marketing problems that continue to force people to needlessly employ “marketing experts” and/or rely on unverifiable platform data. Totaligent’s tools put website owners back in control of their marketing, by connecting the website to specific person-based audiences in our database. This means anyone who knows who their ideal customer is, can create an audience of those people, and micro-target campaigns across all forms of digital communication.

Totaligent Widget acts as a functional central command to connect to our DMP. The Totaligent Widget includes basic digital marketing functionality including a limited number of pop ups, emails, analytics, and push notifications.

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Totaligent Link tracks and matches every click delivered via email, SMS, and other campaign mechanisms, to Totaligent’s DMP.

These tools were designed and created over years of analysis and tens of millions of dollars spent on advertising campaigns, custom communication, and marketing platforms.

Currently, for person-based programmatic and micro-targeted advertising, companies must spend thousands of dollars per month to use LiveRamp, a Totaligent competitor, in order to create and market to tailored audiences. This expense can significantly increase the cost per 1,000 impressions (“CPI”) and cost-per-click (“CPC”), typically by 400% and even much higher for some verticals.

As the Totaligent network grows, so too will the number of first party cookies. Totaligent’s first-party cookies can be set on browsers, allowing for marketing, data collection and verification in our DMP. Every user that visits any Totaligent enabled web portal, link or ad is placed into the DMP and instantly matched across all channels and data points, continually updating and verifying their information.

Totaligent Database Management Platform (DMP)

The Internet is full of information; a quick Google, Facebook, or Twitter query, can typically locate just about everyone. Most people keep the same alter egos online for years and, with the smart phone being connected to web browsers and emails, it’s very easy to collect, store and manage data on everyone in the United States.

Totaligent’s database is constantly being appended, cleaned, and verified from pixel fires, link clicks, PPC, email, and SMS. Our base data sets include voters, donors, investors, consumers, and other publicly sourced information, to verify and update the information as needed. We track and maintain over 400 data points on each record and allow for cross platform marketing. Our DMP utilizes schema mark ups, indexing, public filings, search engines, corporate records, WhoIs, IP addresses, as well as consumer, voter, and business data to match, update, and verify existing records. First and third- party pixels are also employed, in agreement with certain vendors and clients, who gather more millions of monthly impressions.

Totaligent DMP partners with websites to provide functionality for major clients for free in exchange for adding our pixel to their portals, which generate additional impressions to help grow and verify user data running through the system.

Totaligent Audiences are created and used internally and are MD5 hash encrypted, so they cannot be exported and downloaded by users.

Totaligent ESP is our customizable email system that can connect to any outside API provider or can be used on the Totaligent email network, which runs on the TOTALIGENT PMTA, SMTP (any), Amazon SES API, Mailgun API, SparkPost API, SendGrid API, Mandrill API, Elastic Email API, MailJet API, SendinBlue API) backbone for delivering email. Emails can be obtained from click traffic, created by the uploaded audience in the customer portal, and internally loaded to send permission passes to potential consumers. Site visitors have their emails populated into the user’s list for retargeting purposes, which can then be permission passed into the customer lists for future promotions.

Web forms used to collect subscribers’ emails and permission passes can be sent after the consumer clicks the subscribe button, understanding that there is no need to provide further information or fill out any forms. This should breed much higher conversion rates than forcing target customers to fill out conventional subscription forms.

In addition, the email platform can quickly create unique Totaligent Links to tag each contact in the users’ email lists, which monitoring opens, and then collects data to create additional communication points for the audience. This allows the clients’ sites to monetize impressions from AdSense or other traffic advertising sources.

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Totaligent SMS is a robust text platform that connects through API to multiple vendors which can send SMS campaigns for pre-approved users. Users can seamlessly log in and set up their campaign, also tagging each target with a unique Totaligent Link ID. The system can send pre-recorded outgoing messages, SMS, SES, and any other function used over the telephone system, which is especially useful for political and non-profit organizations that need to raise donations in a cost-effective way.

The audiences’ mobile numbers are stored in the DMP and can be used once loaded into the customer portal. They cannot be exported unless the person is a verified subscriber but can be used for internal cross channel marketing programs. When properly used, this system will track SMS users, to ensure proper identification has been obtained, which protects the sender against frivolous or dubious lawsuits from bad actors.

Totaligent Append and Data Sales

Because the DMP is so large and constantly updated, Totaligent is able to provide data on a low cost per record basis to a wide array of users by offering specific list types based on Totaligent’s internal data points. Users can search the criteria needed and the DMP will provide the data size and price.

Totaligent Email Clean

Our campaigns are constantly using our data, which helps ensure that the data is of the highest quality. In other words, the constant feedback from campaigns allows us to actively identify bad data to be removed from our system.

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Results of Operations

The following discussion should be read in conjunction with the information contained in the accompanying unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. Our historical results of operations summarized and analyzed below may not necessarily reflect what will occur in the future.

~~Six~~Nine ~~months~~Months Ended ~~June~~September 30, 2025 compared to the ~~six~~Nine ~~months~~Months Ended ~~June~~September 30, 2024

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company had total revenues of $02,248 and $~~414~~444,~~539~~529, respectively, and gross profits of $02,248 and $7945,~~929~~290, respectively. The Company’s volume of sales decreased in the ~~six~~nine months ended ~~June~~September 30, 2025 when compared to the ~~six~~nine months ended ~~June~~September 30, 2024 primarily due to a decrease in managed campaign activity. The Company focused its efforts during the year on completing development of its platform, which is nearing launch~~, and therefore did not generate revenue during the current period~~.

Cost of goods sold for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 were $0 and $~~334~~399,~~610~~239, respectively. Cost of goods sold consists primarily of costs associated with outsourcing certain campaign activities. The decrease in cost of goods sold for the ~~six~~nine months ended ~~June~~September 30, 2025 when compared to the ~~six~~nine months ended ~~June~~September 30, 2024 was primarily due to the corresponding decrease in revenues.

The Company’s operating expenses decreased from $~~353~~772,~~237~~102 for the ~~six~~nine months ended ~~June~~September 30, 2024 to $~~182~~299,~~528~~828 for the ~~six~~nine months ended ~~June~~September 30, 2025 due primarily to a decrease in personnel expenses due to employment agreements expiring on December 31, 2024. Additionally, in the prior period the Company paid stock based compensation to consultants totaling $300,000 and there were none in the current period.

Other ~~income (~~expenses) went from $9107,~~016~~903 ~~in income~~ for the ~~six~~nine months ended ~~June~~September 30, 2024 to ($3740,~~722)~~087 ~~in expense~~ for the ~~six~~nine months ended ~~June~~September 30, 2025. The primary reason for the difference is the Company recorded aincome ~~loss~~of on$19,170 ~~disposal~~related ofto ~~assets~~securities inreceived, ~~the~~recorded ~~amount~~income of ($1870,~~327)~~830 inresulting ~~the~~from ~~current period along with a gain on~~ the change in fair value of ~~derivative liability in~~ the ~~amount of $11~~securities,~~512.~~ Inoffset ~~the~~by ~~prior period, the Company recorded~~ a ~~gain~~loss on ~~the~~disposal ~~change in fair value~~ of ~~derivative~~assets ~~liability in the amount~~ of $3818,~~062~~327.

AsWe ~~a result of decreased sales, we~~ had a net loss of $~~373~~490,~~472~~889 for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to a net loss of $~~264~~834,~~292~~715 for the ~~six~~nine months ended ~~June~~September 30, 2024. The net loss for the ~~six~~nine months ended ~~June~~September 30, 2025 included a deemed contribution in the amount of $153,222 the conversion of Series D Preferred Stock. The primary reason for the decrease in net loss was related to the decrease in operating expenses which was primarily a result of employment agreements expiring on December 31, 2024. Additionally, in the prior period the Company paid stock based compensation to consultants totaling $300,000 and there were none in the current period.

Three ~~months~~Months Ended ~~June~~September 30, 2025 compared to the ~~three~~Three ~~months~~Months Ended ~~June~~September 30, 2024

For the three months ended ~~June~~September 30, 2025 and 2024, the Company had total revenues of $02,248 and $7329,~~610~~990, respectively, and gross ~~profits~~profit (loss) of $02,248 and ($36889),~~078,~~ respectively. The Company’s volume of sales decreased in the three months ended ~~June~~September 30, 2025 when compared to the three months ended ~~June~~September 30, 2024 primarily due to a decrease in managed campaign activity.

Cost of goods sold for the three months ended ~~June~~September 30, 2025 and 2024 were $0 and $3730,~~532~~879, respectively. Cost of goods sold consists primarily of costs associated with outsourcing certain campaign activities. The decrease in cost of goods sold for the three months ended ~~June~~September 30, 2025 when compared to the three months ended ~~June~~September 30, 2024 was primarily due to the corresponding decrease in revenues.

The Company’s operating expenses decreased from $~~141~~457,~~938~~615 for the three months ended ~~June~~September 30, 2024 to $~~104~~117,~~505~~300 for the three months ended ~~June~~September 30, 2025 due ~~primarily~~ to ain ~~decrease~~the inprior ~~personnel~~period ~~expenses~~the ~~due~~Company ~~employment~~paid ~~agreements~~stock ~~expiring~~based oncompensation ~~December~~to 31consultants totaling $300,000 ~~2024~~and there were none in the current period.

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Other ~~income (~~expenses) went from ($17116,~~942)~~919 ~~in expense~~ for the three months ended ~~June~~September 30, 2024 to $492,~~733~~365 ~~in income~~ for the three months ended ~~June~~September 30, 2025. The primary reason for the difference is the Company recorded aincome ~~gain~~of on$19,170 related to securities received, recorded income of $70,830 resulting from the change in fair value of ~~derivative~~the ~~liability~~securities, inoffset ~~the~~by ~~amount~~a loss of ($6675,~~848~~046) ~~versus~~related ato ~~loss on~~ the change in fair value of the derivative liability. inIn the ~~amount~~prior period, the Company had expense of ($5105,~~845~~066) ~~for~~related to the ~~prior~~change ~~period~~in fair value of the derivative liability.

AsWe ~~a result of decreased sales, we~~ had a net loss of $54117,~~772~~417 for the three months ended ~~June~~September 30, 2025 compared to a net loss of $~~123~~575,~~802~~423 for the three months ended ~~June~~September 30, 2024. The primary reason for the decrease net loss was related to the decrease in operating expenses which was primarily a result of in the prior period the Company paid stock based compensation to consultants totaling $300,000 and there were none in the current period.

Liquidity and Capital Resources

Going Concern

We have had negative working capital and have sustained operating losses since inception. These factors, and the need for additional financing in order for the Company to meet its business plan raises substantial doubt about the Company’s ability to continue as a going concern.

We anticipate that operating losses will continue in the near term. We intend to meet near-term obligations with private placement offerings. We currently have limited revenue, which is not sufficient to cover operational expenses.

Failure to raise adequate capital and generate adequate revenues could result in the Company having to curtail or cease operations. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern; however, the accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These unaudited consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Capital Resources

To date, our operations have been funded primarily through private investors. Some of these investors have verbally committed additional funding for the Company, as needed. The Company has also had discussions with broker-dealers and lenders regarding funding required to execute the Company’s business plan.

Material Cash Requirements

Our material short-term cash requirements include recurring payroll and benefits obligations for our employees, capital, operating expenditures, software development payments and other working capital needs. We believe that material cash requirements for operating expenditures may range from $100,000 per month to $200,000 per month during the twelve months.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition.

Cash Flow

The following table provides detailed information about our net cash flow for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	Six months Ended June 30,
	Nine Months Ended September 30,
	2025			2024
Net change in operating activities	$	(174,268	)	$	(104,403	)
Net cash used in operating activities	$	(226,474	)	$	(157,653	)
Net cash (used in) provided by investing activities		(15,234	)		(41,700	)
Net cash used in investing activities		(25,150	)		(61,634	)
Net cash provided by financing activities		230,000			-60,000
Net change in cash and cash equivalents		40(21,~~498~~624	)		(~~146~~159,~~103~~287	)
Cash and cash equivalents at beginning of period		22,128			167,735
Cash and cash equivalent at end of period	$	~~62,626~~504		$	218,~~632~~448

Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2025 was $~~174~~226,~~268~~474 compared to $~~104~~157,~~403~~653 for the ~~six~~nine months ended ~~June~~September 30, 2024. This difference primarily related to a decrease in ~~depreciation~~net ~~expense~~loss ~~in the amount~~ of ($3497,~~568),~~048 areconciled ~~decrease~~with inan ~~the~~increase ~~amortization~~on ofloss ~~debt~~on ~~discount~~disposal of assets in the amount of ($618,~~467)~~327, aan ~~decrease~~increase in the change in prepaid expenses in the amount of ($~~775)~~895,212, aoffset ~~decrease~~by ina ~~the~~decreased ~~change~~depreciation ofexpense ~~accounts payable~~ in the amount of ($78,~~000~~405), a decrease in ~~the~~stock ~~change~~issued infor ~~accrued~~services ~~compensation~~ in the amount of ($~~149~~1,~~301 offset by a decreased net loss in net loss in the amount of $44~~141,~~042~~564), a decrease in ~~the~~ loss on change in fair value of derivative liabilities in the amount of ($263,~~550~~470), an increase in ~~loss~~other onincome ~~disposal~~ of ~~assets in the amount of~~ ($1819,~~327~~170), ~~and~~ an increase inresulting from the change ~~of accrued interest~~ in ~~the~~fair ~~amount~~value of ~~$8,327. During~~ the ~~six~~securities ~~months ended June 30, 2025, net cash used~~ in ~~investing~~the ~~activities~~amount ~~was~~of ($1570,~~234~~830) ~~compared to ($41~~,~~700)~~ ~~during~~decrease ~~the six months ended June 30, 2024. This difference related to less expenditures~~ in the ~~current~~change ~~period~~of ~~for~~accounts ~~capitalized~~payable ~~software versus the prior period. During the six months ended June 30, 2025, our financing activities provided cash~~ of ($~~230~~7,000 ~~compared to $0 during the six months ended June 30~~), ~~2024.~~and ~~The~~a ~~cash~~decrease ~~provided~~ in ~~the~~accrued ~~current~~compensation ~~period related to proceeds from the issuance~~ of ~~convertible notes payable~~($236,297).

During the nine months ended September 30, 2025, net cash used in investing activities was ($25,150) compared to ($61,634) during the nine months ended September 30, 2024. This difference related to less expenditures in the current period for capitalized software versus the prior period. During the nine months ended September 30, 2025, our financing activities provided cash of $230,000 compared to $60,000 during the nine months ended September 30, 2024. The cash provided in the current period related to proceeds from the issuance of convertible notes payable.

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Item 3. Qualitative and Quantitative Discussions about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’'s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Registrant’'s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At ~~June~~September 30, 2025, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out under the supervision and with the participation of Edward C. DeFeudis our Chief Executive Officer and Brian Heckathorne our Director. Based on our evaluation of our disclosure controls and procedures, we concluded that, at ~~June~~September 30, 2025, our disclosure controls and procedures are effective.

Management’'s Quarterly Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our unaudited consolidated financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

Our management has conducted an evaluation, under the supervision and with the participation of Edward C. DeFeudis, our Chief Executive Officer, and Brian Heckathorne , our Director, of the effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2025. This evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, Internal Control-Integrated Framework in Internal Control-Integrated Framework 2013. Based upon such assessment, Edward C. DeFeudis concluded that our internal controls over financial reporting are not effective based upon the Company’s small size, and limited number of personnel. As a result, the Company did not have in place an effective internal control environment with formal processes and procedures, including journal entry processing and review, to allow for a detailed review of accounting transactions that would identify errors in a timely manner. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’'s annual or interim unaudited consolidated financial statements will not be prevented or detected on a timely basis.

This interim report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The rules of the Securities and Exchange Commission do not require an attestation of the Management’'s report by our registered public accounting firm in this annual report.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the ~~six~~nine months ended ~~June~~September 30, 2025, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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Part II – Other Information

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Not applicable.

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

None.

Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the Company’s quarter ended ~~June~~September 30, 2025, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

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Item 6. Exhibits

The following exhibits are filed herewith

Exhibit Number		Document

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K filed on October 15, 2013).

3.2		Certificate of Designation of Series A Preferred shares effective January 11, 2021 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10K filed on October 29, 2024).

3.3		Certificate of Amendment: Name change, effective August 1, 2022 (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10K filed on October 29, 2024).

3.4		Certificate of Designation of Series D Preferred shares effective April 19, 2021 (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10K filed on October 29, 2024).

3.5		Bylaws (incorporated by reference to Exhibit 3.5 to Annual Report on Form 10K filed on October 29, 2024).

10.1		Exchange Agreement by and among Alltemp, Inc. and Certain Shareholders of Alltemp Inc. Dated December 3, 2021 (incorporated by reference to Exhibit 10.1 to Annual Report on Form 10K filed on October 29, 2024).

10.1.2		Exchange Agreement by and among Alltemp, Inc., Digi Messaging & Advertising Inc., and the Shareholders of Digi Messaging & Advertising Inc. dated December 3, 2021 (incorporated by reference to Exhibit 10.1.2 to Annual Report on Form 10K filed on October 29, 2024).

14.1		Code of Ethics (incorporated by reference to Exhibit 14.1 to Form 10-12G/A filed on May 1, 2014).

31.1		Certification of the principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation

101.DEF		Inline XBRL Taxonomy Extension Definition

101.LAB		Inline XBRL Taxonomy Extension Label

101.PRE		Inline XBRL Taxonomy Extension Presentation

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOTALIGENT, INC.
Date: August 13, 2025	By:	/s/ Edward C. DeFeudis
Date: November 17, 2025	By:	/s/ Edward C. DeFeudis
		Edward C. DeFeudisChief Executive Officer(Principal Executive) and Chief Financial Officer & Principal Financial and Accounting Officer
		Edward C. DeFeudisChief Executive Officer(Principal Executive) and Chief Financial Officer& Principal Financial and Accounting Officer

By:	/s/ Edward C. DeFeudis	By:	/s/ Brian Heckathorne
	Edward C. DeFeudis		Brian Heckathorne
	President, Chief Executive Officer,		Director
	Chief Financial Officer, Director

Filing Compare · Totaligent, Inc.