Filing Compare · FiEE, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2024~~2025

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

For the transition period from: ____________ to ____________

Commission File Number: 1001-37649

FIEE, INC.

f/k/a

Minim, Inc.

(Exact name of registrant as specified in its charter)

Delaware		04-2621506
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Flat A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan, Hong Kong 0000

(Address of Principal Executive Office) (Zip Code)

852-28166813

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12 (b) of the Act:

Title of Each Class		Trading Symbol		Name of Exchange on which Registered
Common Stock, $0.01 par value		~~MINM~~FIEE		The Nasdaq Capital Market*

Currently suspended. *

Securities Registered Pursuant to Section 12 (g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned 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 15(d) of the Exchange 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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 over 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 issued financial statements. ☐

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

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

~~Based~~The onaggregate market value of the ~~closing~~voting ~~price~~and asnon-voting common equity held by non-affiliates of ~~June 28,~~the ~~2024~~registrant, ~~which~~based ~~was~~on the ~~last~~closing ~~business~~price ~~day~~of the shares of the registrant’s ~~most~~common ~~recently~~stock, ~~completed~~$0.01 ~~second~~par ~~fiscal~~value ~~quarter,~~(“common stock”) on the ~~aggregate~~Nasdaq ~~market~~Capital ~~value~~Market ofon ~~the~~June 30, ~~common~~2025, ~~stock~~the ~~held~~last bybusiness ~~nonaffiliates~~day of the registrant’s most recently completed second quarter, was approximately $36.90 million.

The number of shares outstanding of the registrant’s common stock, ~~$0.01 par value,~~ as of ~~April~~March 816, ~~2025~~2026 was 47,~~913~~934,~~792~~122 shares.

DOCUMENTS INCORPORATED BY REFERENCE

~~Certain~~Portions ~~parts~~ of ~~Item 1 of Part 1, certain parts of Part 5, and Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K incorporate information by reference from~~ the registrant’s definitive proxy statement for ~~our~~the ~~2025~~2026 ~~annual~~Annual ~~meeting~~Meeting of ~~stockholders~~Stockholders, which is to be filed ~~within~~no later than 120 days after ~~the end of the fiscal year ended~~ December 31, ~~2024.~~2025, ~~Except~~are ~~with respect to the information specifically~~ incorporated by reference ininto Part III of this Form 10-K~~, the Proxy Statement is not deemed to be filed as part hereof~~.

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	57
Item 1B.	Unresolved Staff Comments	1115
Item 2.	Properties	11
Item 1C.	Cybersecurity	15
Item 3.	Legal Proceedings	11
Item 2.	Properties	16
Item 4.	Mine Safety Disclosures	11
Item 3.	Legal Proceedings	16
Item 4.	Mine Safety Disclosures	16
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1217
Item 6.	[Reserved]	1217
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1318
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1927
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	2028
Item 9A.	Controls and Procedures	2028
Item 9B.	Other Information	29
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	29
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2130
Item 11.	Executive Compensation	2130
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2130
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2130
Item 14.	Principal Accountant Fees and Services	2130
PART IV
Item 15.	Exhibits and Financial Statement Schedules	2231
Signatures		24
Item 16.	Form 10-K Summary	33
Signatures		34

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report” or “Form 10-K”), including the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,” as well as information contained in “Risk Factors” in Item 1A and elsewhere in this Annual Report ~~on Form 10-K~~, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend that these forward-looking statements be subject to the safe ~~harbors~~harbor created by those provisions. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, to continue as a going concern uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and many factors that could cause or contribute to differences in our future financial results include, but are not limited to, risks associated with:

● our ability to meet listing requirements for ~~the~~The Nasdaq Stock Market ~~(the~~LLC (“Nasdaq”), including the ability to satisfy the continued listing criteria of the Nasdaq ~~or obtain the Nasdaq approval to resume trading on the Nasdaq~~; ● our ability to predict revenue and reduce costs related to our products or service offerings; ● our ability to raise substantial additional capital to finance our planned operations and to continue as a going concern; ● the sufficiency of our capital resources and the availability of debt and equity financing; and ● our reliance on the continued service of key employees.

~~Although~~● we believe that the assumptions underlying the forward-looking statements contained in this Annual Report are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements will be accurate. The risks, uncertainties and assumptions referred to above that could cause our ~~results~~ability to ~~differ~~predict ~~materially~~revenue ~~from the results expressed or implied by such forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in Part I, Item 1A hereto~~ and ~~the~~reduce ~~risks,~~costs ~~uncertainties~~related ~~and assumptions discussed from time~~ to ~~time in~~ our ~~other~~products public filings and public announcements. All forward-looking statements included in this document are based on information available to us as of the date hereof. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or ~~any~~service other person that the results or conditions described in such statements or our objectives and plans will be achieved. Furthermore, past performance in operations and share price is not necessarily indicative of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.offerings;

As● ~~used~~general ~~in the Annual Report on Form 10-K~~economic, ~~the~~financial ~~terms “we~~market,” ~~“us,” “our,” “FiEE”~~ and ~~the~~industry ~~“Company” mean FiEE, Inc. (formerly, Minim, Inc.) and its wholly owned subsidiaries, unless the context indicates otherwise.~~conditions;

●

changes in laws, regulations, or regulatory enforcement priorities;

●

competitive pressures and changes in market demand;

●

our ability to execute our strategic initiatives and achieve anticipated benefits;

●

operational risks, including technology and cybersecurity risks;

●

risks related to acquisitions, dispositions, or other strategic transactions;

●

supply chain, labor, and cost inflation risks;

●

our ability to raise substantial additional capital to finance our planned operations and to continue as a going concern;

●

the sufficiency of our capital resources and the availability of debt and equity financing;

●

our reliance on the continued service of key employees;

●

litigation, regulatory investigations, or other claims; and

●

the other factors described under “Risk Factors” and elsewhere in this Annual Report.

Although we believe that the assumptions underlying the forward-looking statements contained in this Annual Report are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements will be accurate. The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in Part I, Item 1A hereto and the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements. All forward-looking statements included in this Form 10-K are based on information available to us as of the date hereof. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Furthermore, past performance in operations and share price is not necessarily indicative of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

As used in this Annual Report, the terms “we,” “us,” “our,” “FiEE” and the “Company” mean FiEE, Inc. (formerly, Minim, Inc.) and its wholly owned subsidiaries. All financial numbers are in U.S. dollars in this Annual Report unless otherwise noted.

PART I

ITEM 1 – BUSINESS

Overview

WeFiEE, ~~were~~Inc. ~~incorporated~~(formerly, inMinim, ~~Delaware~~ Inc.) was founded in ~~1993~~1977 as a networking company and ~~have~~historically ~~gone~~delivered ~~through~~a ~~several~~comprehensive ~~iterations~~WiFi/Software inas ~~our~~a ~~lines~~Service of(“SaaS”) ~~businesses,~~platform ~~including,~~to ~~most~~make ~~recently~~connected homes safe and supportive for life and work. During this period, we held the ~~fiscal~~exclusive ~~year~~global ~~ended~~license ~~December 31~~to design, ~~2024~~manufacture, ~~our~~and sell consumer networking products under the Motorola brand until 2023. Our legacy ~~business~~cable ofand ~~providing~~WiFi ~~consumer~~products, including cable modems, routers, and mesh networking devices, were sold in leading retailers and ~~intelligent~~e-commerce ~~software~~channels ~~services~~in the United States (“U.S.”)

OnBuilding ~~March~~upon ~~12,~~our ~~2024~~history in networking and software, we ~~entered into~~are currently transforming our operations as a ~~merger~~digital ~~agreement~~service ~~with~~provider ~~MME~~focused ~~Sub~~on 1integrating ~~LLC,~~artificial aintelligence ~~Florida~~(“AI”) ~~corporation~~and data analytics into content creation, digital authentication, and ~~our~~brand ~~wholly~~management. Our current business model leverages a cloud-~~owned~~based ~~subsidiary~~SaaS ~~that~~platform ~~was~~designed ~~incorporated~~to ~~solely~~support ~~for~~clients ~~the purpose~~in ofdeveloping, ~~entering~~managing, ~~into~~and ~~such~~optimizing ~~merger~~their ~~agreement~~digital presence across global platforms, including customized graphic and ~~e2Companies~~posts, ~~LLC~~short videos, aand ~~Florida~~editorial ~~limited~~calendars ~~liability~~aligned ~~company~~with brand goals. ~~The~~Additionally, ~~merger~~we ~~has~~offer ~~since~~comprehensive ~~been~~software ~~abandoned~~ development and maintenance services, delivering custom software solutions from system design and development to deployment and post-launch maintenance. In July 2025, we ~~are~~formally inlaunched ~~the~~customized ~~process~~software ofservices. ~~dissolving~~This ~~MME~~transition ~~Sub~~represents 1a ~~LLC~~strategic pivot toward high-growth, emerging technology sectors, including AI, blockchain, and the Multi-Channel Network (“MCN”) ecosystem.

On ~~February 18~~November 30, 2025, we ~~entered into~~completed the acquisition of Houren-Geiju Kabushikikaisha (“HGK”), a Japanese technology company specializing in digital authentication services for art collections. HGK leverages artificial intelligence and ~~simultaneously~~blockchain ~~closed~~technology ~~the~~to ~~transactions~~provide ~~under~~artwork authentication, acertification, ~~purchase~~and ~~agreement~~display ~~(as~~services ~~further~~to ~~described~~individual ~~under~~and ~~Material~~corporate ~~Contracts~~clients. ~~– Securities~~This ~~Purchase~~acquisition ~~Agreement)~~introduces ~~with~~AI aimage ~~group~~recognition ofand ~~new~~blockchain ~~purchasers~~authentication ~~who~~technologies ~~purchased~~to ~~certain~~our ofservice portfolio, further bolstering our ~~securities~~technological capabilities and ~~receivables~~optimizing our comprehensive brand management solutions for customers.

On March 25, 2025, we entered a non-binding letter of intent (as further described under Material Contracts – Non-binding letter of intent), through our newly established subsidiary, FiEE (HK) Limited, a Hong Kong limited liability company, which was incorporated on March 5, 2025, with certain sellers for their equity interests in Suzhou Yixuntong Network Technology Co., Ltd, and commenced new business operations focused on integrating the use of artificial and big data into rendering artistic works.

As of April 10, 2025, we have stopped substantially all of our legacy business from fiscal year ended December 31, 2024.

We are currently a digital service provider focused on integrating artificial intelligence and data analytics into content creation and brand management. We offer a range of services designed to support creators, artists, and businesses in developing, managing, and optimizing their digital presence across global platforms, including customized graphic and posts, short videos, and editorial calendars aligned with brand goals.

Services Overview

WeOur ~~provide~~services ~~digital content management solutions and brand growth strategies~~ primarily ~~through~~consist of three ~~service~~core ~~verticals~~areas: (1) digital ~~account~~content ~~management~~and MCN services, (2) ~~content~~software ~~operations~~development ~~and growth analytics~~services, and (3) ~~community engagement and creator partnerships. These services are structured to support clients at varying stages of~~ digital ~~development,~~authentication ~~from initial account setup to multi-platform brand promotion~~services.

1. Digital Content Services

We provide digital content management solutions and brand growth strategies primarily through three service verticals: (1) digital account management, (2) content operations and growth analytics, and (3) community engagement and creator partnerships. Since March 2025, we have delivered full-cycle services to brand clients, offering full-service account management, content production, and targeted promotion to grow followers across key platforms. These services are structured to support clients at varying stages of digital development, from initial account setup to multi-platform brand promotion.

Digital Account Management

We offer a tiered set of service plans that support clients in establishing and maintaining digital accounts on international platforms. Services range from basic setup and content scheduling to advanced account search engine optimization (“SEO”), visual branding, and content performance analysis. Our service plans include:

● Global Premium Plan: Includes setup and management of up to three accounts, advanced account SEO strategies, brand visual design, production of over 120 posts and 24 short videos annually, monthly performance reporting, influencer or content creators marketing coordination, and unlimited strategic consultations.

●

Overseas Basic Plan: Includes setup of one account, quarterly SEO updates, production of 48 posts and 12 short videos annually, and competitor analysis twice a year.

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Starter Plan: Includes basic account setup, fundamental SEO support, 24 posts per quarter, and access to simplified performance analytics.

Content Operations and Analytics

We support content creation through customized graphic, text, and video production tailored to the client’s brand objectives. We also provide strategic guidance on traffic growth, including trend-based optimization and third-party influencer or content creators engagement. Monthly reporting includes performance metrics, competitor benchmarking, and actionable recommendations for content refinement.

Community Engagement

We offer daily interaction support for managed accounts, including fan engagement, comment moderation, and community management. Crisis response strategies and tailored growth support are available based on client needs.

~~Multi-Channel Network (~~MCN) Partnerships

We operate under a centralized content ownership and monetization model in its partnerships with influencers or content creators. Under its standard agreement:

●

We retain full operational control over content, monetization, and analytics.

● ~~Creators~~Influencers or creators are provided with content review windows via a proprietary software platform.

●

All commercial revenue, including advertising, livestream sales, and brand collaborations, is retained by us, unless otherwise contractually negotiated.

● Intellectual property rights to produced content are held by us, with attribution to influencers or creators.

●

Termination prior to the end of a contract term may require compensation related to audience development and data transfer.

~~Strategy~~2. Software Development Services

We ~~position~~provide ~~ourselves~~customized atsoftware ~~the~~development ~~intersection of technology and creative production~~services, offering ~~infrastructure and strategic support to~~ clients ~~seeking~~ end-to-end ~~expand~~software ~~their~~solutions ~~visibility~~from insystem ~~digital~~design ~~markets. We leverage emerging technologies such as artificial intelligence~~ and ~~predictive~~development ~~analytics~~ to ~~enhance~~deployment ~~content~~and ~~workflows~~post-launch ~~and~~maintenance. ~~improve~~Our ~~reach~~software ~~and~~development ~~engagement~~services ~~outcomes~~cover ~~for~~the ~~its~~following ~~clients.~~scope:

~~Suspended~~● ~~Trading~~Requirements ~~Status~~Analysis ~~from~~and ~~the~~System ~~Nasdaq~~Design: Collaborating closely with clients to understand their business needs and design corresponding software architecture.

On● ~~June 26,~~Customized ~~2024,~~Coding ~~we received~~and aDevelopment: ~~letter~~Performing ~~from~~software ~~the~~coding ~~staff~~according at the Listing Qualifications Department of the Nasdaq (the “Staff”) notifying us that the Staff had determined that we did not meet the terms of the minimum stockholders’ equity requirement of at least $2,500,000 (the “Stockholders’ Equity Requirement”) for continued listing on the Nasdaq Capital Market pursuant to ~~the~~design ~~Nasdaq Listing~~specifications ~~Rule 5550(b)(1). On June 28, 2024, we appealed the Staff’s determination of delisting our securities from the Nasdaq Capital Market because of our failure~~ to ~~meet~~ensure ~~the~~functionality ~~Stockholders’~~meets ~~Equity~~client ~~Requirement to the Nasdaq Listing and Hearing Review Council~~expectations.

On● ~~October 25,~~System ~~2024,~~Integration ~~we filed with the Securities~~ and ~~Exchange~~Deployment: ~~Commission~~Integrating ~~(the~~newly ~~“SEC”)~~developed ansoftware application for review (“Review Proceeding”), pursuant to 15 U.S.C.S. § 78s(d), the October 24, 2024 decision of the Nasdaq to delist our securities and to deny us the right to a hearing on such delisting, by incorrectly deeming our appeal abandoned, and then denying us the right to appeal the Nasdaq’s decision deeming the Company’s right to a hearing as abandoned requests. In conjunction with ~~the submission of this appeal, we also submitted to the SEC a motion for an emergency stay of the delisting, pursuant to the SEC~~clients’~~s Rule~~ ofexisting ~~Practice~~systems ~~401.~~and Oncompleting ~~November 1, 2024, the SEC granted us an administrative stay of the delisting pending further order of the SEC, to give the SEC an opportunity to consider our motion for a stay~~deployment.

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Testing and Quality Assurance: Conducting comprehensive functional testing, performance testing, and security testing.

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Post-Launch Maintenance and Support: Providing ongoing software maintenance, updates, and technical support.

On3. ~~February 25,~~Digital ~~2025, the~~Authentication SEC granted our motion for a stay of the delisting, pending the completion of the Review Proceeding, and found that we had shown a sufficient likelihood that we will prevail on our claim that the Nasdaq did not follow its own rules when it denied us the ability to appeal the hearing abandonment determination to the Nasdaq Hearings Panel.Services

OnWe ~~April~~provide 7,digital ~~2025,~~authentication weservices ~~received a~~leveraging ~~letter~~AI from the Staff on its additional determinations (the “Additional Deficiencies”) that we failed to comply with the Nasdaq’s shareholder approval requirements pursuant to the Nasdaq Listing Rule 5635 (b), (c) and ~~(d)~~blockchain technology for ~~the~~artworks. ~~closing~~Our ofservice ~~the~~offerings transactions under the Purchase Agreement (as defined and further described under Material Contracts – Securities Purchase Agreement), and do not currently comply with the Nasdaq’s majority independent board, independent audit committee, compensation committee and nomination committee requirements as set forth in the Nasdaq Listing Rule 5605(b)(1), 5605(c)(2), 5605(d)(2) and 5605(e), respectively.include:

~~The~~● ~~Nasdaq~~Micro ~~has~~Identification: ~~offered~~Providing ~~us an~~unique ~~opportunity~~microscopic tofeature ~~present~~identification ~~our views in writing with respect to the Additional Deficiencies~~ and ~~the~~tracking previously noticed shareholder equity requirement deficiency to the Nasdaq Hearings Panel in advance of a hearing in front of the Nasdaq Hearings Panel. Consistent with the Nasdaq Listing Rule 5815(a)(4)-(5), the Nasdaq Hearings Panel will set the applicable deadlines for ~~written submissions, and the hearing shall take place, to the extent practicable, within 45 days of the date of the Nasdaq’s letter on April 7, 2025~~artworks.

As● ofAI ~~April 10,~~Image ~~2025,~~Recognition ~~our common~~Authentication: ~~stock~~Utilizing ~~remains~~AI ~~suspended~~algorithms ~~from~~to ~~trading~~authenticate ~~on the Nasdaq~~artworks.

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Blockchain Certification: Recording authentication results on blockchain to provide tamper-proof certification.

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Digital Passport Generation: Creating unique digital identity passports for artworks, recording their provenance, authentication history, and ownership information.

Intellectual Property

Our success and ability to compete depend in part on our ability to protect our proprietary technology and intellectual property. We rely on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights. As of December 31, 2025, through our acquisitions of HGK and certain assets of Suzhou Yixuntong Network Technology Co., Ltd. (“Yixuntong”), we have expanded our portfolio to include eight domain names, three patents, and 23 software copyrights, primarily focused on blockchain, content identification, and enterprise management technologies. In addition, we have four patent applications under temporary protection in Hong Kong, primarily focused on edge computing, ERP systems, and AI content tracing.

Competition

The markets in which we operate are highly competitive and rapidly evolving. Our digital content and MCN services compete with global digital marketing agencies, social media management platforms, influencer or content creators marketing networks, and in-house marketing teams. Our software development services compete with multinational consulting firms, regional development agencies, and offshore engineering providers. Our digital authentication services compete with traditional art authentication firms, emerging blockchain-based certification providers, and technology-enabled provenance tracking platforms. Competition is based on factors, including technological innovation, service quality, pricing, brand recognition, platform relationships, scalability, data analytics capabilities, and the ability to deliver measurable results. Many of our competitors have significantly greater financial, technical, and marketing resources than we do.

Customers and Geographic Information

Our customers include those individuals or entities seeking to grow their online presence as influencers or content creators, software development services, or digital authentication services. For the fiscal year ended December 31, 2025, substantially all of our revenue was generated from customers located outside the U.S.

During the year ended December 31, 2025, the Company had one customer with an outstanding accounts receivable balance that accounted for approximately 75% of the Company’s total accounts receivable. Most of this accounts receivable was acquired through the Company’s acquisition of its Japanese subsidiary, HGK, on November 30, 2025, and accounted for approximately 1% of the Company’s revenue for the year ended December 31, 2025. Other than this customer, the Company did not have sales or outstanding accounts receivable balances that accounted for 10% or greater individually of the Company’s total revenues and accounts receivable, respectively.

Government Regulation

Our business is subject to evolving laws and regulations in the U.S., Japan, and Hong Kong. These include data privacy laws (such as Section 5 of the Federal Trade Commission Act, which prohibits unfair or deceptive acts or practices, Japan’s Act on the Protection of Personal Information (APPI), and Hong Kong’s Personal Data (Privacy) Ordinance), as well as emerging legal frameworks governing artificial intelligence and blockchain-based authentication services. Additionally, our MCN services are subject to the private rules and terms of service of third-party platforms. Changes in these laws or platform policies could significantly impact our operations.

Strategy

We position ourselves at the intersection of technology and creative production, offering infrastructure and strategic support to clients seeking to expand their visibility in digital markets. We leverage emerging technologies such as AI, blockchain, and predictive analytics to enhance content workflows and improve reach and engagement outcomes for our clients. By building long-term, meaningful relationships, we aim to help customers leverage our services to establish stronger connections in the global marketplace, driving revenue growth as our customers expand their usage and upgrade their service plans.

Our growth strategy is built upon the transition to a high-margin digital service model. While our digital content services require ongoing investment, they yield higher gross margins; meanwhile, our digital authentication services, leveraging AI and blockchain, present significant potential for high-margin scalability. As part of these strategic initiatives, we have successfully integrated blockchain technology into our digital authentication services, providing clients with tamper-proof certification and digital passport services. This advancement is aimed at enhancing the security, transparency, and efficiency of our global systems. Through the acquisition of HGK, we have introduced AI image recognition technology to our service portfolio, applying it to the digital authentication field to provide high-precision authenticity identification for artworks.

Looking forward, we will continue to pursue strategic acquisition opportunities in key sectors such as AI, hardware, and the Internet of Things (“IoT”), and gradually establish a global community of Key Opinion Leaders throughout the digital content lifecycle through the integration of our authentication technology.

Nasdaq Trading Status

Throughout 2024 and early 2025, we faced several Nasdaq compliance listing challenges regarding stockholders’ equity and corporate governance. Following an appeal of a delisting determination and a stay granted by the U.S. Securities and Exchange Commission (the “SEC”) in February 2025, the Nasdaq Hearings Panel (the “Panel”) reviewed our compliance.

On May 29, 2025, the Panel determined we had regained compliance with the Nasdaq Listing Rules, including the minimum stockholders’ equity requirement. Trading of our common stock, par value $0.01 per share (“Common Stock”), resumed on Nasdaq on June 2, 2025, under the symbol “FIEE.”

We are currently subject to a Nasdaq “Panel Monitor” until May 2026. Additionally, we received a public reprimand regarding a “Change of Control” violation related to transactions in February 2025, which the Panel determined was inadvertent and not materially adverse to our stockholders.

Material Contracts

Securities Purchase Agreement

On February 18, 2025, we entered into, ~~and~~a ~~simultaneously~~Securities ~~closed~~Purchase Agreement (the ~~transactions under~~“February 18, ~~that~~2025 ~~certain~~SPA”) ~~Amended~~with ~~and~~David ~~Restated~~Lazar ~~Securities Purchase Agreement~~ (“~~Purchase Agreement~~Lazar”), ~~among~~ Cao Yu, Hu Bin, and Youxin Consulting Limited, a(together ~~Hong~~with ~~Kong~~Cao ~~company~~Yu ~~(collectively~~and Hu Bin, the “Purchasers”), ~~David~~ ~~Lazar~~which ~~(“Seller”)~~was ~~and~~subsequently amended on May 9, 2025. Pursuant to the ~~Company~~February 18, ~~whereby~~2025 ~~Seller~~SPA (and its amendment, Lazar, a) former director and officer of the Company, sold to the Purchasers (i) 2,219,447 shares of Series A ~~Convertible~~ Preferred Stock, $0.001 par value per share (“~~Seller~~Series A Preferred Stock”), ~~and~~ (ii) a warrant to purchase up to ~~an additional~~ 2,800,000 shares of ~~common stock, par value $0.01 per share (“~~Common Stock~~”),~~ ~~with~~at an exercise price ~~equal~~of to $1.00 per share, subject to adjustment ~~therein~~ (the “Warrant”), and ~~together~~(iii) ~~with~~certain ~~the~~receivables ~~Seller~~owed ~~Preferred~~by ~~Stock,~~ the ~~“Securities”), and~~Company ~~(b)~~to ~~granted~~Lazar ~~Youxin~~associated ~~Consulting~~with ~~Limited~~the atransaction ~~power~~(the of“Lazar ~~attorney~~Receivables”). ~~over~~On 2April 10,~~656~~ 2025,~~980~~ ~~shares~~Lazar oftransferred ~~Common~~an ~~Stock~~additional ~~and 85~~31,~~910~~258 shares of Series A ~~Convertible~~ Preferred Stock, ~~$0.001~~to ~~par~~the ~~value per share).~~ Purchasers ~~also~~(together ~~purchased~~with ~~certain~~the ~~receivables~~previously ~~that~~transferred weshares ~~owed~~and tothe ~~Seller~~Warrant, (the “~~Lazar Receivables~~Securities”). The aggregate purchase price for the Securities and the Lazar Receivables was $500,000, of which $300,000 was directed by Lazar to be paid to the Company in exchange for a convertible note. The Purchasers also paid a $3.4 million earn-out payment to Lazar for his efforts related to the Company’s successful relisting on Nasdaq. The Lazar Receivables were forgiven for the benefit of the Company, and the Warrant was amended and restated to eliminate the beneficial ownership limitations previously contained therein.

As further consideration for the sale of the Securities, Seller has the opportunity to be paid by the Purchasers an additional $3,400,000, less any indemnity and other obligations payable by Seller, if (i) Seller has used best efforts to obtain a decision from the SEC that the Nasdaq must hold a hearing to consider the merits of the Company’s appeal from being delisted from the Nasdaq, (ii) the Company’s common stock is listed on the Nasdaq on or before DecemberMay ~~31,~~ 2025 ~~and~~Private (iii) Seller has continued to provide services to the Company in furtherance of achieving such Nasdaq listing through the listing date. Additionally, if the foregoing is achieved, Seller will also receive a number of newly issued shares of common stock of the Company equal to 3% of the then outstanding shares of common stock on the date the Company’s common stock is listed on the Nasdaq.Placement

~~The~~On ~~Purchase~~May 9, ~~Agreement~~2025, ~~includes a~~we ~~covenant~~entered ~~that~~into, ~~promptly~~and ~~following~~simultaneously ~~the~~closed ~~closing,~~ the ~~Company~~transactions ~~will~~under, ~~take~~Securities ~~all~~Purchase ~~actions~~Agreements ~~reasonably~~with ~~necessary~~Cao toYu ~~amend~~and ~~its~~Hu ~~certificate~~Bin, ofpursuant ~~incorporation~~ to ~~increase~~which ~~the~~we ~~Stated~~sold ~~Value~~an ~~(as~~aggregate ~~defined~~of in2,439,025 ~~the~~shares ~~certificate~~ of ~~incorporation)~~Common ofStock—1,585,366 ~~the~~shares ~~Series~~to ACao ~~Convertible~~Yu ~~Preferred~~for ~~Stock~~a ~~from~~purchase ~~$1.40~~price to of $2~~.75~~,600,000 inand ~~consideration~~853,659 ~~for~~shares ~~cancelling~~to ~~the~~Hu ~~Warrant~~Bin ~~and~~for ~~forgiving~~a ~~the~~purchase ~~Lazar~~price ~~Receivables~~of $1,400,000.

~~The~~Helena Purchase Agreement ~~also contains customary representations, warranties and agreements of the Company, Seller and the Purchasers, indemnification rights and other obligations of the parties.~~

On May 9, 2025, we entered into a Purchase Agreement with Helena Global Investment Opportunities I Ltd. (“Helena”). The Company has the right to sell to Helena up to $15,000,000 of Common Stock over a 36-month period ending in May 2028. The purchase price is based on 95% of the lowest volume-weighted average price (“VWAP”) during the three (3) trading days following Helena’s receipt of the Common Stock shares. As consideration, we issued as a commitment fee, shares of Common Stock to Helena valued at $150,000, consisting of 71,572 Common Stock shares on May 14, 2025, and 71,572 Common Stock shares on August 11, 2025.

~~Non-Binding~~Lazar ~~Letter of Intent~~Warrant

On ~~March~~July 252, 2025, we ~~entered~~issued ~~into~~ a ~~non-binding~~warrant ~~letter~~to ofpurchase ~~intent (“LOI”) with Hongyan Sun and Lin Lin (collectively~~404,002 ~~the~~shares ~~“LOI Sellers”), pursuant to the terms~~ of ~~which~~Common ~~the~~Stock ~~LOI Sellers~~with ~~will~~an ~~transfer~~exercise ~~100%~~price of ~~their~~$0.01 ~~equity~~per ~~interests~~share, insubject ~~Suzhou~~to ~~Yixuntong~~stockholder ~~Network~~approval ~~Technology Co., Ltd.~~ (the “~~Target~~July 2025 ~~Company~~Warrant”), to ~~the~~ ~~Company~~Lazar. ~~(the~~This ~~“Potential~~warrant ~~Transaction”)~~was ~~for~~issued aas ~~purchase~~compensation ~~price~~for ~~not~~services toprovided ~~exceed~~by ~~$2,000,000~~Lazar. The ~~Company~~July 2025 ~~shall~~Warrant ~~make~~was aexercised ~~prepayment of~~on ~~$300,000~~a tocashless ~~the~~basis ~~LOI~~for ~~Sellers~~402,347 asshares ~~soon~~of asCommon ~~practicable,~~Stock ~~upon~~on ~~the~~November 12, ~~signing of the LOI~~2025.

~~Upon~~Lazar ~~the~~Convertible signing of this LoI, the Target Company and the LOI Sellers (i) have granted the access of the Target Company’s service ports to the Company; (ii) have connected the Company to the Target Company’s Software as a Service platform; (iii) and is working with the Company to ensure it can carry out the Multi-Channel Network business in the second quarter of 2025.Note

~~The~~We ~~Potential~~entered ~~Transaction is~~into ~~subject~~an tounsecured ~~the~~promissory ~~Company’s~~note ~~satisfactory~~(the ~~completion~~“Convertible ofNote”) ~~legal~~effective February, ~~tax~~18, ~~financial~~2025, ~~operation~~with Lazar, ~~human~~a ~~resources~~stockholder holding more than 10% of the Company’s outstanding shares and ~~administration,~~a former officer and ~~environmental~~ ~~due~~director. ~~diligence~~Under the terms of the ~~Target~~Convertible Note, the Company agreed to pay Mr. Lazar a principal amount of $300,000, bearing interest at an annual rate of approximately 4.34%, with the full principal and ~~such~~interest ~~other~~balance due ~~diligence~~on asor before December 31, 2025. Upon stockholders’ approval, the Convertible Note will automatically convert into shares of Common Stock at a conversion price of $0.25 per share. On October 27, 2025, following approval of the Company’s ~~may~~stockholders, ~~deem~~the ~~necessary~~Convertible Note automatically converted into 1,235,814 shares of Common Stock pursuant to its terms.

~~The~~Suzhou ~~Company~~Yixuntong ~~and~~Network ~~the~~Technology ~~LOI Sellers expect to complete the Potential Transaction as soon as reasonably practicable, but in no event later than six (6) months after signing of the LOI (the “Long-Stop Date”)~~Co. ~~The LOI Sellers have agreed that that~~, from the date of the LOI through the Long-Stop Date, or the date when the Company informs the LOI Sellers that the exclusivity expires, whichever occurs earlier, the Sellers shall refrain, directly or indirectly from (i) soliciting offers from third parties to acquire Target Company and/or its business, and from offering Target Company or its business to any person, firm, group or corporation other than the Company; and (ii) entering into any agreement aimed at selling or otherwise transferring Target Company or the business or that may otherwise prevent the parties from consummating the Potential TransactionLtd. Acquisition

~~Name~~Following ~~Change~~a non-binding letter of intent signed on March 25, 2025, the Company’s subsidiary, FiEE (HK) Limited, entered into an Asset Purchase Agreement on June 30, 2025, with Hongyan Sun, Lin Lin, and Yixuntong. The Company acquired fixed assets and intellectual property, including patents and copyrights, for a total purchase price of $1.4 million.

In connection with the closing of the Purchase Agreement, we have changed our name from Minim, Inc. to FiEE, Inc., effective as of February 27, 2025. We have submitted an Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority (“FINRA”) to request that the Company’s name be updated in FINRA’s records to its current name.5

Houren-Geiju Kabushikikaisha Acquisition

On November 27, 2025, the Company entered into a Share Purchase Agreement to acquire 100% of the equity of HGK for $500,000 and a concurrent Technology Transfer Agreement to acquire its software copyrights and patents for $3 million. The aggregate purchase price was $3.5 million and the acquisition closed on November 30, 2025.

January 2026 Private Placement

On January 30, 2026, the Company entered into a Securities Purchase Agreement with certain investors to issue an aggregate of 394,476 shares of Common Stock at $5.07 per share for gross proceeds of approximately $2 million. The transaction is expected to close at the end of the first quarter of 2026.

Human Capital

As of December 31, ~~2024~~2025, we had nothree full-time employees, engaged five independent contractors and consultants to support our functions such as investment research, technology architecture design, financial analysis, and compliance, and employed 33 dispatched workers, focusing on key functional areas, including technology, business operations, and content creation.

4Our human capital management objectives are focused on attracting, developing, and retaining talent capable of driving innovation and sustaining long-term growth. We plan to utilize a comprehensive compensation approach that includes cash compensation and equity incentives to align employee interests with the long-term objectives of the Company and its stockholders. We believe our competitiveness depends significantly on our ability to successfully identify, cultivate, and manage a team with deep expertise at the intersection of technology and creative media.

Our people are our most important asset. Accordingly, we are committed to fostering an inclusive, safe, and healthy work environment with clear career development pathways. Our total compensation package is designed to remain market-competitive and includes competitive base salaries, performance-based bonuses, comprehensive health and welfare benefits, retirement plans, and paid time off. We maintain a regular performance review process that is directly linked to compensation adjustments and career advancement opportunities.

Public Information

Our corporate website is www.fiee.com. We make available free of charge, through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act and proxy statements for our annual meeting of stockholders, as soon as reasonably practicable after each such material is electronically filed with or furnished to the SEC. We also routinely post these reports, recent news and announcements, financial results and other important information about our business on our website at www.fiee.com. Information contained on our website does not constitute part of, and is not incorporated by reference into, this Annual Report.

Persons interested in obtaining information on the Company may read and copy any materials that we file with the SEC. The SEC maintains an Internet website at www.sec.gov that contains our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act and proxy statements for our annual meeting of stockholders, and other information regarding issuers that file electronically with the SEC.

Also available on the Company’s website, www.fiee.com, are its Ethics Code of Conduct, Corporate Governance Guidelines, the charter of each active committee of the Board of Directors of the Company (the “Board”), and other materials outlining the Company’s corporate governance practices. If we amend or grant a waiver of one or more of the provisions of our Ethics Code of Conduct, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Ethics Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting the required information on our corporate website at www.fiee.com.

ITEM 1A. – RISK FACTORS

Risks Related to Our Company

~~After~~Since ~~the~~completing ~~cessation of~~ our ~~legacy~~ business ~~and~~transformation ~~since~~in ~~transitioning to~~2025, our new ~~product~~business ~~offerings~~has ~~upon~~generated ~~the~~revenue ~~closing~~and ofachieved ~~the Purchase Agreement~~profitability, webut dostill ~~not~~faces ~~have~~risks aof ~~significant~~sustained ~~revenue~~growth ~~generating~~and ~~business~~market competition.

Prior to the cessation of our legacy business, our principal assets, product offerings and business primarily consisted of providing consumer networking and intelligent software services. After the closing of the transactions under the ~~Purchase Agreement on~~ February 18, 2025 SPA, we ~~have~~ transitioned to becoming a digital service provider, and our current business operations focus on integrating ~~artificial~~AI ~~intelligence~~ and data analytics into content creation and brand management. ~~However~~In 2025, as we ~~are~~completed ~~still~~our instrategic ~~the~~transformation ~~early~~from ~~stages~~a oflegacy ~~our~~networking ~~new~~hardware business ~~offerings~~to asa digital service provider. As of ~~April~~the ~~10,~~end of 2025, we ~~have had~~completely ~~limited~~ceased our legacy operations, with our current business focused on three core areas: digital content services, software development services, and ~~have~~digital ~~received~~authentication ~~limited~~services. ~~revenue~~In ~~from~~2025, we successfully launched our ~~operations~~new business, generating service fees of $6.2 Asmillion, aand ~~result~~achieving profitability. However, itour ~~may~~new bebusiness ~~difficult~~is ~~for~~still anin ~~investor~~the toearly ~~make a~~stages ~~determination~~of development and faces risks such as intensified market competition, rising customer acquisition costs, and accelerated technological iteration. There can be no assurance that we will be able to ~~the~~maintain ~~possible~~our ~~success~~current orgrowth ~~failure~~rate ofand profitability or that our current business model will prove to be sustainable over the long term.

WeOur ~~may~~limited ~~fail~~operating tohistory ~~successfully~~in ~~execute~~ our new lines of business ~~plan~~makes it difficult to evaluate our prospects and increases the risk of investment.

~~Our~~We ~~shareholders~~have ~~may~~a ~~lose their~~limited ~~investment~~operating ifhistory in our current digital services business. Although we ~~fail~~generated torevenue ~~execute~~and achieved profitability in 2025, our historical results in our legacy business ~~plan~~are not indicative of our future performance. ~~Our~~Investors ~~prospects~~should ~~must~~consider beour ~~considered~~prospects in light of the ~~certain~~ risks and uncertainties~~, including~~ ~~but~~frequently ~~not~~encountered ~~limited~~by ~~to,~~companies ~~competition~~in new and ~~the~~rapidly ~~ability~~evolving tomarkets, ~~retain~~including ~~experienced~~risks ~~personnel~~related ~~and~~to ~~general~~customer ~~economic~~adoption, ~~conditions.~~pricing Wemodels, ~~cannot~~technological ~~guarantee that~~change, weand ~~will~~competitive bedynamics. ~~successful~~If inour ~~executing~~assumptions ~~our~~regarding ~~business~~market ~~plan.~~demand Ifor weour ~~fail~~growth tostrategy ~~successfully~~prove ~~execute~~incorrect, our business ~~plan~~, ~~our~~financial ~~shareholders~~condition ~~may lose~~and ~~their~~results ~~entire~~of ~~investment~~operations could be materially adversely affected.

~~The~~We ~~Company~~ may ~~suffer~~fail ~~from~~to ~~lack~~execute ofour ~~availability of~~business ~~additional~~plan ~~funds~~successfully.

WeOur ~~expect~~stockholders tomay ~~have~~lose ~~ongoing needs~~their ~~for~~investment ~~working~~if ~~capital~~we infail ~~order~~ to ~~fund~~execute ~~operations and to continue to expand~~ our ~~operations.~~business Toplan ~~that end, we will be required to raise additional funds through equity or debt financing~~successfully. ~~However,~~Our ~~there~~prospects ~~can~~must be noconsidered ~~assurance that we will be successful~~ in ~~securing additional~~light ~~capital~~of oncertain ~~favorable~~risks ~~terms,~~and ~~if at all. If we are successful~~uncertainties, ~~whether~~including ~~the~~but ~~terms~~not ~~are~~limited ~~favorable or unfavorable~~to, ~~there is a potential that we will fail to comply with the terms of such financing~~competition, ~~which~~changes ~~could result~~ in ~~severe~~client ~~liability~~preferences, ~~for~~cybersecurity ~~our Company. If we are unsuccessful~~risks, weour ~~may~~ability ~~need~~ to ~~(a)~~attract ~~initiate~~and ~~cost~~retain ~~reductions;~~qualified ~~(b) forego business development opportunities; (c) seek extensions of time to fund liabilities~~personnel, orand ~~(d)~~general ~~seek~~economic ~~protection from creditors~~conditions. InWe ~~addition,~~cannot ~~any~~guarantee ~~future~~that ~~sale~~we ofwill ~~our equity securities would dilute our existing shareholders and could~~ be atsuccessful ~~prices~~in ~~substantially~~executing ~~below prices at which~~ our ~~shares~~business ~~currently trade~~plan. ~~Our~~If ~~inability~~we tofail ~~raise capital could require us~~ to ~~significantly~~execute ~~curtail or terminate~~ our ~~operations~~business ~~altogether.~~plan We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In additionsuccessfully, our ~~ability~~stockholders tomay ~~obtain~~lose ~~additional~~their ~~capital~~entire ~~on acceptable terms is subject to a variety of uncertainties~~investment.

InThe ~~addition,~~Company ifmay wesuffer ~~are unable to generate adequate cash~~ from ~~operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or~~ a ~~portion~~lack of ~~our~~availability assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of ~~their~~additional ~~investment in us~~funds.

We expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we may be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. If we are successful, whether the terms are favorable or unfavorable, there is a potential that we will fail to comply with the terms of such financing, which could result in severe liability for our Company. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities; or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute our existing stockholders and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations altogether. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our stockholders or that result in our stockholders losing all of their investment in us.

Our acquisition strategy creates risks for our business.

We expect that we will pursue acquisitions of other businesses, assets or technologies to grow our business. We may fail to identify attractive acquisition candidates or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash to compete for attractive acquisition targets. If we are unable to complete acquisitions in the future, our ability to grow our business will be impaired.

5We may pay for acquisitions by issuing additional shares of our Common Stock, which would dilute our stockholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt service obligations. We may also use significant amounts of cash to complete acquisitions. To the extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:

We● ~~may~~difficulties ~~pay~~integrating ~~for~~the ~~acquisitions by issuing additional shares of our common stock~~operations, ~~which would dilute our stockholders~~technologies, orservices ~~by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities~~ and ~~subject~~personnel ~~us to meaningful debt service obligations. We may also use significant amounts~~ of ~~cash to complete acquisitions. To~~ the ~~extent~~acquired ~~that~~companies; we● ~~complete~~challenges ~~acquisitions~~maintaining inour ~~the~~internal ~~future~~standards, wecontrols, ~~likely~~procedures ~~will incur future depreciation~~ and ~~amortization~~policies; ~~expenses~~● ~~associated~~diversion ~~with~~of ~~the~~management’s ~~acquired~~attention ~~assets.~~from Weother ~~may~~business ~~also~~concerns; ~~record~~● ~~significant~~over-valuation ~~amounts~~ of ~~intangible~~acquired ~~assets,~~companies ~~including~~or ~~goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:~~assets;

● difficulties integrating the operations, technologies, services and personnel of the acquired companies; ● challenges maintaining our internal standards, controls, procedures and policies; ● diversion of management’s attention from other business concerns; ● over-valuation by us of acquired companies;

	●	litigation resulting from activities of the acquired company, including claims from terminated employees, customers, former stockholders and other third parties;

	●	insufficient revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies;

	●	insufficient indemnification or security from the selling parties for legal liabilities that we may assume in connection with our acquisitions;

	●	entering markets in which we have no prior experience and may not succeed;

	●	risks associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language and cultural differences, compliance with foreign laws and regulations and general economic or political conditions in other countries or regions;

	●	potential loss of key employees of the acquired companies; and

	●	impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new management personnel.

Our reliance on AI and data analytics exposes us to unique operational and ethical risks.

Our current business model focuses on integrating AI into content creation and brand management. AI technologies are complex and rapidly evolving. We may face risks related to biased algorithms, “hallucinations” in AI-generated content, or the inadvertent use of intellectual property in our training models. If our AI solutions produce inaccurate, offensive, or infringing content, our reputation could be severely damaged, and we could be subject to legal liability. Furthermore, as AI regulations emerge globally, we may incur significant costs to ensure compliance with new laws governing AI transparency and accountability.

Cybersecurity incidents or data breaches could disrupt our operations and harm our reputation.

Our business involves the collection, processing, storage, and transmission of proprietary and potentially sensitive data. We rely on internal systems and third-party service providers, including cloud-based infrastructure, to support our operations. Cybersecurity incidents, including hacking, phishing, ransomware attacks, or insider misconduct, could result in unauthorized access to, disclosure of, or loss of data. Any such incident could result in regulatory investigations, litigation, indemnity obligations, reputational damage, and significant remediation costs. In addition, increased regulatory scrutiny regarding data privacy and cybersecurity may result in additional compliance costs. A significant cybersecurity breach could materially adversely affect our business, financial condition, and results of operations.

We may be unable to scale our operations successfully.

Our growth strategy will place significant demands on our management and financial, administrative and other resources. Operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and other resources. If we are unable to respond to and manage changing business conditions, or the scale of ~~its~~our operations, then the quality of our services, our ability to retain key personnel, and our business could be harmed.

Our success depends on the continued efforts of our senior management and key technical personnel

Our success depends on the continued service of our senior management, as well as the continued contributions of key technical personnel supporting our MCN operations, AI-driven content creation, and blockchain-based digital authentication. As we operate at the forefront of next-generation digital services, the demand for qualified professionals with specialized skills in these emerging fields is exceptionally high, and competition for such talent is intense. We invest significant resources in recruiting and training our employees, and the loss of one or more of our executive officers or key technical personnel could delay the development of new offerings, impair our ability to respond to technological advancements, and materially and adversely affect our business, financial condition, and results of operations.

We are subject to stringent and evolving laws and regulations regarding data privacy and cybersecurity.

As a digital service provider focusing on data analytics and digital authentication, we collect, process, and store significant amounts of sensitive data. We are subject to various federal, state, and international laws, such as the GDPR and CCPA, regarding data privacy. Any failure, or perceived failure, by us to comply with these laws, or any security breach resulting in the unauthorized release of data, could result in significant fines, litigation, and a loss of customer trust, which would materially and adversely affect our business.

We may suffer from a lack of liquidity.

By incurring indebtedness, we subject ourselves to increased debt service obligations which could result in operating and financing covenants that would restrict our operations and liquidity. This would impair our ability to hire the necessary senior and support personnel required for our business, as well as carry out our acquisition strategy and other business objectives.

We do not currently have an independent board of directors, or committees of the board of directors.

Our board of directors currently consists of one sole director, our former Chief Executive Officer, David Lazar, and we have determined that he is not considered “independent” under the definition set forth in the listing standards of the Nasdaq. We do not have a board of directors that consists of a majority of independent directors. Nor have we established committees of the board of directors. However, we plan to establish an independent audit committee, compensation committee and nomination committee pursuant to the Nasdaq listing standards in connection with seeking re-listing on the Nasdaq.

The requirements of remaining a public company may strain our resources and distract our management, which could make it difficult to manage our business.

We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements ~~are~~is time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to compliance regarding Section 404 ~~compliance~~of the Sarbanes-Oxley Act on an ongoing basis. It is difficult for us to predict how long it will take or how costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. InWe ~~the~~have ~~event~~identified ~~that~~a wematerial ~~determine~~weakness ~~that~~in our internal control over financial reporting, isas ~~not~~described ~~effective~~elsewhere asin ~~defined~~this ~~under~~Annual ~~Section 404,~~Report. Although we ~~cannot~~are ~~predict~~implementing ~~how~~a ~~regulators~~remediation ~~will~~plan, ~~react~~there orcan ~~how~~be ~~the~~no ~~market~~assurance ~~prices~~that of our ~~securities~~remediation efforts will be ~~affected;~~successful. ~~however,~~If we ~~believe~~are ~~that~~unable ~~there~~to ismaintain aeffective ~~risk~~internal ~~that~~control ~~investor~~over financial reporting, investors may lose confidence ~~and~~in the ~~market~~accuracy ~~value~~and completeness of our ~~securities~~financial ~~may~~reports, bewhich ~~negatively~~could ~~affected~~materially adversely affect the market price of our Common Stock.

7We have identified a material weakness in our internal control over financial reporting, which resulted in our disclosure controls and procedures being ineffective as of December 31, 2025. If we fail to fully remediate this material weakness, our financial reporting could be adversely affected and investor confidence could decline.

In the course of preparing our financial statements for the quarter ended June 30, 2025, management identified a material weakness in our internal control over financial reporting due to insufficient accounting staffing during the Company’s restructuring and new business launch. During the first half of 2025, we did not maintain a sufficient complement of personnel with an appropriate degree of knowledge and experience to fulfill internal control and financial reporting responsibilities. This resulted in reduced review capabilities and prior-period errors, which have since been corrected.

As a result of this material weakness, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025. Although we have taken steps to remediate the material weakness, including hiring additional qualified accounting personnel with SEC expertise, enhancing review and approval procedures, providing additional training, and implementing ongoing monitoring processes, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the controls are effective.

If our remediation efforts are not successful, or if additional material weaknesses are identified in the future, we may be unable to conclude that our internal control over financial reporting is effective. This could result in additional errors in our financial statements, future restatements, delays in required filings, regulatory scrutiny, loss of investor confidence, and a decline in the market price of our Common Stock.

Our disclosure controls and procedures were not effective as of December 31, 2025, and if we are unable to maintain effective disclosure controls and procedures in the future, investors may lose confidence in our reported financial information.

As disclosed in this Annual Report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025 due to the material weakness in internal control over financial reporting described above. Although we are actively implementing remediation measures, there can be no assurance that these efforts will be successful or that additional deficiencies will not be identified.

Effective disclosure controls and procedures are necessary to ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within required time periods. Any failure to maintain effective disclosure controls could result in late filings, inaccurate reporting, regulatory action, or harm to our reputation, which could materially adversely affect our business and the market price of our Common Stock.

Changes in U.S. laws and regulations related to companies with connections to Hong Kong or the PRC could limit our ability to maintain our Nasdaq listing or access U.S. capital markets.

U.S. regulatory authorities, including the SEC and the Public Company Accounting Oversight Board (“PCAOB”), have adopted rules that increase disclosure requirements and regulatory scrutiny of U.S.-listed companies with operations or affiliations in Hong Kong or the PRC. Although we are currently compliant with applicable Nasdaq listing requirements and U.S. securities laws, future legislative or regulatory actions—such as expanded audit inspection requirements, data security reviews, or restrictions under the Holding Foreign Companies Accountable Act—could impose additional compliance burdens or create uncertainty regarding our continued eligibility to list our securities on a U.S. exchange.

If U.S. regulators are unable to inspect or investigate our auditors or operations to their satisfaction, or if future rules impose additional restrictions on companies with international ties, our Common Stock could be subject to trading prohibitions or delisting, which would materially and adversely affect investors.

Economic instability, inflation, global conflicts, or public health crises could adversely affect our business.

Global economic uncertainty, inflationary pressures, rising interest rates, armed conflicts, trade disputes, and public health emergencies could negatively impact customer spending, capital markets activity, and overall business confidence. These macroeconomic and geopolitical conditions may reduce demand for our services, increase our operating costs, disrupt supply chains or third-party service providers, and limit our access to financing. Any prolonged downturn in global or regional economic conditions could materially adversely affect our business, financial condition, and results of operations.

Our financial condition, results of operations and cash flow may be adversely affected by changing economic conditions, including interest rates and inflation, and other factors beyond our control.

In recent years, the global economic market has experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain and volatile, as a result of current geopolitical conditions including conflicts in the Middle East, the ongoing Russia-Ukraine War and geopolitical tensions between China and Taiwan, instability in the U.S. and global banking systems, a high inflation environment, the imposition of tariffs or other trade barriers and the risk of retaliatory actions or prolonged trade conflict, the downgrading of the U.S.’s credit rating and the possibility of an economic slowdown. A decline in economic conditions, such as a recession, an economic downturn, and/or inflationary conditions in our markets, can adversely and negatively impact our customers and potential customers in a manner that could adversely affect our financial condition, results of operations and cash flow.

Our operations could be adversely impacted by civil unrest, acts of war or terrorism, other criminal activities, infectious disease outbreaks or other unexpected events, including natural disasters, outside our control.

Our operations are always subject to adverse impacts resulting from civil unrest, acts of war, hostilities or acts of terrorism or other criminal activities. Such events may result in a temporary decline in the number of customers who seek our services or in our employees’ ability to perform their job duties. In addition, such events may temporarily interrupt our ability to provide our services. The occurrence of any such event and/or a disruption of our operations as a result may adversely affect our financial condition, results of operations and cash flow.

Risks Related to Our Common Stock

We have ~~not~~previously ~~been~~failed into ~~compliance~~comply with ~~the~~ Nasdaq’s ~~requirements for~~ continued listing requirements, and as a result, our ~~common~~Common ~~stock~~Stock ~~has~~was ~~been~~ suspended from trading on ~~the~~ Nasdaq~~, and~~. inAlthough ~~the~~we ~~future~~have itresolved ~~may~~these beissues ~~delisted~~and ~~from~~resumed trading, onwe may face delisting risks in the ~~Nasdaq~~future, which has had and will continue to have a material effect on us and our stockholders.

We ~~currently~~previously dofaced ~~not meet the~~ Nasdaq’s ~~Stockholders’~~delisting ~~Equity~~risk ~~Requirement~~but ~~and~~have ~~are~~resolved ~~suspended~~all ~~from~~deficiencies ~~trading~~and onresumed ~~the Nasdaq~~trading. ~~Additionally,~~From ~~the~~June 2024 ~~Nasdaq, in its letter~~ to ~~us on April 7,~~ May 2025, ~~also~~we ~~raised~~faced the ~~Additional~~risk ~~Deficiencies~~of ~~that~~delisting wefrom ~~failed~~Nasdaq. toIn ~~comply~~April 2025, ~~with~~we ~~the~~appointed ~~Nasdaq’s~~independent ~~shareholder~~directors ~~approval requirements~~and ~~pursuant~~established toboard ~~the~~committees, ~~Nasdaq~~resolving ~~Listing~~governance ~~Rule~~deficiencies. ~~5635~~On ~~(b)~~May 29, ~~(c)~~2025, ~~and~~the ~~(d)~~Panel ~~for~~determined that the ~~closing~~Company ofis ~~the~~in ~~transactions~~compliance ~~under~~with ~~the~~listing ~~Purchase Agreement~~rules, and ~~that~~our weCommon doStock ~~not~~resumed ~~currently~~trading ~~comply~~on ~~with the~~ Nasdaq’s ~~majority~~on ~~independent~~June 2, ~~board~~2025, ~~independent~~under ~~audit~~the ~~committee,~~symbol ~~compensation~~“FIEE.” ~~committee and~~As ~~nomination~~of ~~committee~~December 31, ~~requirements~~2025, aswe ~~set~~have ~~forth~~satisfied inall ~~the~~applicable Nasdaq ~~Listing~~continued ~~Rule~~listing ~~5605(b)(1), 5605(c)(2), 5605(d)(2) and 5605(e), respectively~~requirements.

However, ~~There~~a ~~can~~Nasdaq be“Panel noMonitor” ~~assurance whether~~has orbeen ~~when~~implemented ~~the~~under ~~suspension~~Nasdaq ofListing ~~trading~~Rule 5815(d)(4)(A) onfor ~~the~~a ~~Nasdaq~~period ~~will~~of beone ~~lifted.~~year Iffrom ~~our~~May 29, ~~common stock is delisted~~2025, ~~there~~which ~~can~~will beexpire noon ~~assurance whether~~May 29, or2026. ~~when~~During itthis ~~would~~period, ~~again~~if bethe ~~listed~~Company ~~for~~becomes ~~trading~~deficient onwith ~~the~~respect ~~Nasdaq~~to or any ~~other~~Nasdaq ~~exchange.~~continued Iflisting ~~our~~requirement, ~~common~~it ~~stock~~will isnot ~~delisted,~~have the ~~market~~ ~~price~~opportunity ofto ~~our~~submit ~~shares~~a ~~will~~compliance ~~likely~~plan ~~decline further~~ and ~~become~~may ~~more~~face ~~volatile,~~delisting ~~and~~proceedings. ~~our~~There ~~stockholders~~can ~~may~~be ~~find~~no assurance that ~~their~~we ~~ability to trade in our stock~~ will be ~~adversely~~able ~~affected.~~to ~~Furthermore,~~continuously ~~institutions~~satisfy ~~whose~~all ~~charters~~Nasdaq dolisting ~~not~~requirements ~~allow them to hold securities~~ in ~~unlisted~~ ~~companies~~the ~~might~~future. ~~sell~~If our ~~shares,~~Common ~~which~~Stock ~~could~~were ~~have~~to abe ~~further~~delisted, ~~adverse~~the ~~effect~~liquidity onand ~~the~~market price of our ~~stock.~~securities Incould ~~addition, our ability to hire and retain key personnel and employees may~~ be materially adversely affected ~~by volatility or reductions in the price of our common stock~~, ~~since these employees are generally granted equity-based awards. We have previously experienced~~ and ~~may~~investors ~~continue to experience employee attrition and difficulty attracting talent as a result of these issues. We~~ may ~~not~~find beit ~~successful~~more indifficult ~~attracting, integrating, or retaining qualified personnel~~ to ~~fulfill~~buy ~~our current~~ or ~~future~~sell ~~needs,~~our ~~nor~~Common ~~may we be successful in keeping the qualified personnel we currently have~~Stock.

~~Our~~A ~~common~~large ~~stock~~portion ~~currently trades on the Pink Tier~~ of ~~OTC~~our ~~Markets~~Common ~~and~~Stock ~~investors~~is ~~may~~controlled ~~have~~by ~~difficulty~~a small ~~buying~~number ~~and~~of ~~selling our shares or obtaining market quotations for them~~stockholders.

~~Our~~A ~~common~~large ~~stock~~portion ~~currently~~of ~~trades~~our onCommon ~~the~~Stock ~~Pink~~is ~~Tier~~held ofby ~~OTC~~a small ~~Market~~number ~~Group LLC’s~~of ~~Marketplace.~~stockholders, ~~The~~including ~~Company~~shares ~~plans~~held toby ~~update~~Youxin ~~its~~Consulting ~~symbol~~Limited, ~~pending~~a ~~FINRA’s~~Hong ~~update~~Kong ofcompany ~~our~~wholly ~~name~~controlled inby ~~its~~our ~~records.~~Chief ~~The~~Executive ~~OTC~~Officer, ~~Market is~~Li aWai ~~network~~Chung, ~~of security dealers who buy~~ and ~~sell~~shares ~~stock.~~held ~~The dealers are connected~~ by aour ~~computer~~Chief ~~network~~Financial ~~that~~Officer, ~~provides~~Cao ~~information~~Yu, ~~on current~~Hu ~~“bids” and “asks~~Bin,” asone ~~well~~of asthe ~~volume~~three ~~information.~~purchasers ~~The~~under ~~trading~~the ofPurchase ~~securities~~Agreement, onand ~~the~~Elements ~~OTC~~Corporate ~~Pink~~Services isLimited. ~~often~~As ~~sporadic and~~a ~~investors~~result, ~~may~~these ~~have~~stockholders ~~difficulty~~are ~~buying~~able ~~and~~to ~~selling~~influence ~~our~~the ~~shares~~outcome orof ~~obtaining~~stockholder ~~market~~votes ~~quotations~~on ~~for~~various ~~them~~matters, ~~which~~including ~~may~~the ~~have~~election aof ~~negative~~directors ~~effect on~~and ~~the~~extraordinary ~~market~~corporate ~~price~~transactions ofincluding ~~our~~business ~~common stock~~combinations.

AFurthermore, ~~large~~any ~~portion~~additional equity financing or purchases of additional shares of our ~~common~~Common ~~stock~~Stock isfrom ~~controlled~~these bystockholders ~~a small number~~may further reduce the public float and liquidity of ~~shareholders~~our Common Stock which can in turn affect the market price of our Common Stock.

AThe ~~large~~interests ~~portion~~ of our ~~common stock~~large isstockholders ~~held~~may bydiffer ~~a small~~from ~~number~~or ofconflict ~~shareholders,~~with ~~including~~the ~~shares~~interests ~~held~~of byour ~~Youxin~~other ~~Consulting~~stockholders. ~~Limited~~In addition, aour ~~Hong~~large ~~Kong~~stockholders ~~company~~are ~~wholly~~not ~~controlled by~~subject ~~our~~to ~~Chief~~any ~~Executive~~contractual ~~Officer,~~restrictions Lion ~~Wai~~their ~~Chung,~~ability ~~and~~to ~~shares~~acquire ~~held~~additional byshares of our ~~Chief~~Common ~~Financial~~Stock. ~~Officer,~~This ~~Cao~~concentration ~~Yu,~~of Hustock ~~Bin,~~ownership ~~one~~may ofadversely ~~the~~affect ~~three purchasers under~~ the ~~Purchase~~trading ~~Agreement,~~price ~~and~~for ~~David Lazar,~~ our ~~current~~Common ~~sole~~Stock ~~director.~~to Asthe aextent ~~result,~~that ~~these~~investors ~~shareholders~~perceive ~~are~~disadvantages ~~able~~in tosignificant ~~influence~~ownership ~~the outcome~~ of ~~shareholder~~or ~~votes~~control onover ~~various matters, including~~ the ~~election~~affairs of ~~directors~~the ~~and extraordinary corporate transactions including business combinations~~Company.

~~Furthermore,~~The ~~any~~sale ~~additional equity financing or purchases~~ of the additional shares of ~~our~~Common ~~common~~Stock ~~stock~~could ~~from~~cause ~~these~~dilution ~~shareholders~~as ~~may~~well ~~further~~as ~~reduce~~ the ~~public~~value ~~float and liquidity~~ of our ~~common~~Common ~~stock~~Stock ~~which~~to ~~can in turn affect the market price of our common stock~~decline.

The sale of ~~the~~a ~~additional~~substantial number of shares of ~~common~~our ~~stock~~Common Stock, or anticipation of such sales, could ~~cause~~make ~~dilution~~it asmore ~~well~~difficult asfor us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Further, if we do sell or issue more Common Stock, any investors’ investment in us will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value ofper share immediately after the additional shares are sold by us. If dilution occurs, any investment in our ~~common~~c ~~stock~~Common toStock could seriously decline in value.

~~The~~Our ~~sale~~Common ofStock aprice ~~substantial~~may ~~number~~decrease ofdue ~~shares of our common stock, or anticipation of such sales, could make it more difficult for us~~ to ~~sell~~factors ~~equity~~beyond or equity-related securities in the future at a time and at a price that we might otherwise wish. Further, if we do sell or issue more common stock, any investors’ investment in us will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our ~~common stock could seriously decline in value~~control.

8The stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for early-stage companies and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our stock if a trading market for our stock ever develops. If our stockholders sell substantial amounts of their stock in the public market, the price of our stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities, in the future at a price we deem appropriate.

Our common stock constitutes restricted securities and is subject to limited transferability.

All of our common stock shares, should be considered a long-term, illiquid investment. In addition, our common stock, is not registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of an active trading market for our securities, a stockholder will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

Our common stock price may decrease due to factors beyond our control.

The stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for early stage companies and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our stock if a trading market for our stock ever develops. If our shareholders sell substantial amounts of their stock in the public market, the price of our stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities, in the future at a price we deem appropriate.

The market price of our stock may also fluctuate significantly in response to, but not limited, to the following factors, most of which are beyond our control:

● variations in our quarterly operating results, ● changes in general economic conditions, ● changes in market valuations of similar companies, ● announcements by us or our competitors of significant acquisitions, strategic partnerships or joint ventures, or capital commitments; and ● poor reviews from equity research analysts.

Any such fluctuations may adversely affect the market price or value of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.12

~~Our~~● ~~common~~changes ~~stock~~in isgeneral ~~subject~~economic toconditions, ~~the~~● ~~application~~changes ofin ~~the~~market ~~“penny~~valuations ~~stock”~~of ~~rules~~similar ~~which~~companies, ~~could~~● ~~adversely~~announcements ~~affect~~by ~~the~~us ~~market~~or ~~price~~our competitors of ~~our~~significant ~~common~~acquisitions, ~~stock~~strategic partnerships or joint ventures, or capital commitments; and ~~increase~~● ~~transaction~~poor ~~costs~~reviews tofrom ~~sell~~equity ~~those~~research ~~shares~~analysts.

~~The~~Any ~~SEC~~such ~~has~~fluctuations ~~adopted~~may ~~rule 3a51-1~~adversely ~~which~~affect ~~establishes~~ the ~~definition~~market ofprice aor ~~“penny~~value ~~stock,”~~of ~~for~~our ~~the~~Common ~~purposes relevant to us~~Stock, asregardless ~~any equity security that has a market price~~ of ~~less~~our ~~than~~actual $5operating performance.00 ~~per~~As ~~share~~a orresult, ~~with~~stockholders anmay ~~exercise~~be ~~price~~unable ofto ~~less~~sell ~~than~~their ~~$5.00 per share~~shares, ~~subject~~or tomay ~~certain~~be ~~exceptions.~~forced ~~For~~to ~~any~~sell ~~transaction~~them ~~involving~~at a ~~penny stock, unless exempt, Rule 15g-9 requires:~~loss.

●Our ~~that~~Common aStock ~~broker~~is orsubject ~~dealer approve a person’s account for transactions in penny stocks, and ● the broker or dealer receive from the investor a written agreement~~ to the ~~transaction,~~application ~~setting forth the identity and quantity~~ of the “penny stock” torules bewhich ~~purchased.~~could Inadversely ~~order~~affect ~~to approve a person’s account for transactions in penny stocks,~~ the ~~broker~~market orprice ~~dealer must: ● obtain financial information and investment experience objectives~~ of ~~the~~our ~~person,~~Common ~~and~~Stock ~~● make a reasonable determination that the transactions in penny stocks are suitable for that person~~ and ~~the~~increase ~~person~~transaction ~~has~~costs ~~sufficient knowledge and experience in financial matters~~ to besell ~~capable~~those ~~of evaluating the risks of transactions in penny stocks~~shares.

The SEC has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

	●	that a broker or dealer approve a person’s account for transactions in penny stocks, and

	●	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	●	obtain financial information and investment experience objectives of the person, and

	●	make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

● sets forth the basis on which the broker or dealer made the suitability determination and ● states that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our ~~common~~Common ~~stock~~Stock and cause a decline in the market value of our stock.

The market price for our ~~common~~Common ~~stock~~Stock is particularly volatile which could lead to wide fluctuations in our share price. You may be unable to sell your ~~common~~Common ~~stock~~Stock ~~shares~~ at or above your purchase price, or at all, which may result in substantial losses to you.

The market for our ~~common~~Common ~~stock~~Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than that of a seasoned issuer for the indefinite future. As a consequence of this enhanced risk, more risk-~~adverse~~averse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our ~~common~~Common ~~stock~~Stock regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our ~~common~~Common ~~stock~~Stock ~~shares~~ will be at any time, or as to what effect the sale of shares or the availability of ~~common~~Common ~~stock~~Stock ~~shares~~ for sale at any time will have on the prevailing market price.

~~Because we will likely issue additional shares of our common stock, investment in the Company could be subject to substantial dilution.~~13

~~Investors’~~Because ~~interests~~we ~~in the Company~~ will belikely ~~diluted and investors may suffer dilution in their net book value per share when we~~ issue additional shares. ~~We are authorized to issue 60,000,000 shares~~ of ~~common stock. We anticipate that all or at least some or potentially all of~~ our ~~future~~Common ~~funding~~Stock, ~~if any, will be in the form of equity financing from the sale of our common stock. If we do sell or issue more common stock, any investors’~~ investment in the Company ~~will~~could be ~~diluted.~~subject ~~Dilution~~to issubstantial ~~the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If~~ dilution ~~occurs, any investment in the Company’s common stock could seriously decline in value~~.

~~FINRA~~Investors’ ~~sales~~interests ~~practice~~in ~~requirements~~the Company will be diluted and investors may ~~also~~suffer ~~limit~~dilution ain ~~stockholder’s~~their ~~ability~~net book value per share when we issue additional shares. We are authorized to ~~buy~~issue ~~and~~60,000,000 ~~sell~~shares of Common Stock. We anticipate that a substantial portion of our future funding, if any, will be in the form of equity financing from the sale of our Common Stock. If we sell or issue more Common Stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s Common Stock could seriously decline in value.

InThe ~~addition~~Financial toIndustry ~~the~~Regulatory ~~“penny~~Authority ~~stock~~(“FINRA”) ~~rules~~sales ~~described~~practice ~~above,~~requirements ~~FINRA~~may ~~has~~also ~~adopted~~limit ~~FINRA Rule 2111 that requires~~ a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customerstockholder’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock ~~and have an adverse effect on the market for our shares~~.

In addition to the “penny stock” rules described above, FINRA has adopted FINRA Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our ~~board of directors~~Board.

If we are unable to comply with the financial reporting requirements mandated by the SEC’s regulations, investors may lose confidence in our financial reporting and the price of our ~~common~~Common ~~stock~~Stock, if a market ever does develop for it, could decline.

If we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired orand a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.

10We are a “smaller reporting company” and the reduced reporting requirements applicable to smaller reporting companies may make our Common Stock less attractive to investors.

We are a smaller reporting company as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

We cannot predict whether investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile or decline.

ITEM 1B. – UNRESOLVED STAFF COMMENTS

None.

ITEM 21C. – ~~PROPERTIES~~CYBERSECURITY

~~The~~Risk ~~Company’s~~Management headquarters are located at Flat A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan, Hong Kong, which are provided to the Company at no cost. We believe that these facilities are adequate at this time and ~~that~~Strategy ~~we will be able to obtain appropriate additional facilities or alternative facilities on commercially reasonable terms if and when necessary.~~

~~ITEM~~We 3have –developed ~~LEGAL~~and ~~PROCEEDINGS~~are continuing to refine our processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are integrated into our overall enterprise risk management framework. Our approach to cybersecurity risk management includes:

~~From~~● ~~time~~Identification to& ~~time,~~Assessment: ~~the~~We ~~Company~~utilize ~~and~~external ~~its~~tools ~~subsidiaries subject~~ to ~~lawsuits,~~monitor ~~arbitrations,~~our ~~claims,~~information ~~and~~systems ~~other legal proceedings arising in the ordinary course of business. Such legal actions may include claims for substantial or unspecified compensatory~~ and~~/or~~ ~~punitive~~perform ~~damages.~~periodic ~~Absolute~~vulnerability ~~assurance cannot be given that such actions will be resolved without costly litigation in a manner that is not adverse to our financial position, results of operations or cash flows~~assessments. ~~The Company is not currently a party to any material pending legal proceedings.~~

~~ITEM~~● 4Third-Party –Risk: ~~MINE~~We ~~SAFETY~~conduct ~~DISCLOSURES~~security reviews of material third-party service providers who have access to our sensitive data or critical systems.

~~Not~~● ~~applicable~~Integration: Cybersecurity risks are evaluated alongside other operational and financial risks during our annual risk assessment process led by management.

11As of December 31, 2025, we are not aware of any risks from cybersecurity threats, including previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

~~PART~~Governance IIBoard Oversight

~~ITEM~~Our 5Board –has ~~MARKET~~primary ~~FOR~~responsibility ~~REGISTRANT’S~~for ~~COMMON~~the ~~EQUITY~~oversight of risks from cybersecurity threats. The Board receives annual reports from management regarding our cybersecurity posture, ~~RELATED~~potential ~~STOCKHOLDER~~threats, ~~MATTERS~~and ~~AND~~any ~~ISSUER~~incidents ~~PURCHASES~~that OFmay ~~EQUITY~~have ~~SECURITIES~~occurred.

~~Our~~Management’s common stock is currently traded on the OTC under the symbol “MINM”. The closing price of our common stock on OTC was $0.95 per share on April 9, 2025. As of April 9, 2025, there were 4,913,792 shares of our common stock outstanding and 57 holders of record of our common stock.Role

~~Dividend~~Management ~~Policy~~is responsible for the day-to-day assessment and management of cybersecurity risks.

We● ~~have~~Our ~~never~~cybersecurity ~~declared~~efforts orare ~~paid~~led ~~cash~~by ~~dividends on~~ our ~~capital~~Chief ~~stock~~Technology ~~and~~Officer, dowho ~~not~~has ~~plan~~10 toyears ~~pay~~of ~~any~~experience ~~cash dividends~~ in ~~the~~Information ~~foreseeable future~~Technology. ~~Our current policy is to retain all of our earnings to finance future growth.~~

~~Repurchases~~● byManagement has established processes to monitor the ~~Company~~prevention, detection, mitigation, and remediation of cybersecurity incidents, including regular software patch updates, system access rights management, log monitoring and data backup and employee information security training.

~~During~~● ~~the~~Significant ~~fiscal~~cybersecurity ~~year~~matters ~~ended~~are ~~December 31,~~escalated ~~2024,~~to wethe ~~did~~Board ~~not repurchase any shares~~ of ~~our~~Directors ~~common~~as ~~stock~~necessary.

~~Equity Compensation Plan Information~~15

~~Information~~ITEM ~~required~~2 by– this part is hereby incorporated by reference from our definitive proxy statement for our 2025 annual meeting of stockholders which will be filed with the SEC within 120 days after the close of our fiscal year.PROPERTIES

~~ITEM~~The 6Company’s –principal executive ~~SELECTED~~offices ~~FINANCIAL~~are ~~DATA~~located -at ~~[Reserved]~~Flat A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan, Hong Kong, and are leased from a third party pursuant to a lease agreement. We believe that these facilities are adequate for our current operations and that we will be able to obtain additional or alternative facilities on commercially reasonable terms if and when necessary.

12ITEM 3 – LEGAL PROCEEDINGS

~~ITEM~~In 7the –course ~~MANAGEMENT’S~~of ~~DISCUSSION~~our ~~AND~~business, ~~ANALYSIS~~we OFare ~~FINANCIAL~~involved ~~CONDITION~~in ~~AND~~litigation ~~RESULTS~~and OFlegal ~~OPERATIONS~~matters from time to time. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We accrue liabilities for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. We do not believe that any such matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations, or cash flows.

~~The~~ITEM ~~following~~4 ~~discussion~~– ofMINE ~~our~~SAFETY financial condition and results of operations should be read in conjunction with the financial statements and related notes included in this Annual Report on Form 10-K. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties including those discussed under Part I, Item 1A, “Risk Factors.” These risks and uncertainties may cause actual results to differ materially from those discussed in the forward-looking statements.DISCLOSURES

~~Overview~~Not applicable.

In our legacy business, we historically provided consumer networking and intelligent software service, including delivering comprehensive WiFi as a service platform to make everyone’s connected home safe and supportive for life and work.16

~~Generally,~~PART our gross margin for a given product depended on a number of factors, including the type of customer to whom we were selling. The gross margin for products sold to retailers tended to be higher than for some of our other customers; but the sales, support, returns, and overhead costs associated with products sold to retailers also tended to be higher.II

~~Our~~ITEM ~~cash~~5 ~~and~~– ~~cash~~MARKET ~~equivalents~~FOR ~~balance~~REGISTRANT’S onCOMMON ~~December 31~~EQUITY, ~~2024~~RELATED ~~was~~STOCKHOLDER ~~$30~~MATTERS ~~thousand~~AND ~~compared~~ISSUER toPURCHASES ~~$709~~OF ~~thousand~~EQUITY ~~on December 31, 2023. On December 31, 2024, we had no outstanding borrowings. Our working capital was $(0.3) million as of December 31, 2024.~~SECURITIES

~~The~~Our ~~major~~Common ~~changes~~Stock inis ~~cash~~currently ~~and~~traded ~~cash~~on ~~equivalents~~Nasdaq ~~during~~under fiscal 2024 was a decrease of approximately $3.2 million in accounts payable, a decrease of $0.7 million in accounts receivable, a decrease of $0.4 million in inventory, and decrease in accrued expense of $0.8 million, offset by $2.2 million in vendor forgiveness, net of asset transfers and proceeds from common stock and preferred stock of $3.5 million. In fiscal 2024, the ~~Company~~symbol ~~also had a net loss of $4~~“FIEE.2” ~~million, which contributed to a decrease in cash and cash equivalents.~~

The Company’s ability to maintain adequate levels of liquidity depends in part on our ability to generate cash from operations and its ability to raise additional funds through equity or debt financing. The Company is evaluating options related to its liquidity. The Company will continue to monitor its costs in relation to its sales and adjust its cost structure accordingly.Holders

InAs ~~the~~of ~~years ended December~~March 3116, ~~2024 and 2023~~2026, wethere ~~generated~~were ~~net~~7,934,122 ~~sales~~shares of ~~$0.6~~our ~~million~~Common Stock outstanding and ~~$26.1~~51 ~~million,~~holders ~~respectively~~of record of our Common Stock.

~~Recent~~Dividend ~~Accounting Standards~~Policy

~~Please~~We ~~refer~~have tonever ~~Note~~declared 2or ofpaid ~~the~~cash ~~Notes~~dividends on our capital stock and do not plan to pay any cash dividends in the ~~Consolidated~~foreseeable ~~Financial~~future. ~~Statements,~~Our ~~which~~current policy is ~~incorporated~~to ~~herein~~retain byall ~~reference~~of our earnings to finance future growth.

~~Critical~~Repurchases ~~Accounting~~by ~~Policies~~the ~~and Estimates~~Company

~~Following~~During ~~is a discussion of what we view as our more significant accounting policies and estimates pertaining to~~ the ~~operations~~quarter ofended ~~the~~December 31, ~~Company. As described below~~2025, ~~management~~we ~~judgments~~did ~~and~~not ~~estimates~~repurchase ~~must~~any beshares ~~made and used in connection with the preparation~~ of our ~~consolidated~~Common ~~financial statements~~Stock. We have identified areas where material differences could result in the amount and timing of our net sales, costs, and expenses for any period if we had made different judgments or used different estimates.

~~Revenue~~ITEM ~~Recognition.~~6 We– ~~primarily~~SELECTED ~~sold~~FINANCIAL ~~hardware~~DATA products to computer peripherals retailers, computer product distributors, OEMs, and direct to consumers and other channel partners via the Internet. The hardware products included cable modems and gateways, mobile broadband modems, wireless routers, MoCA adapters and mesh home networking devices. We also sold the Minim subscription service that enabled and secured a better-~~connected~~ ~~home using the Minim AI-driven smart home WiFi management and security platform.~~[Reserved]

1317

~~The~~ITEM ~~SaaS~~7 ~~was~~– offered over a defined contract period, generally one year. These services were available as an on-demand application over the defined term. The agreements included service offerings, which deliver applications and technologies via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, and host, manage, provide upgrades and support for the customersMANAGEMENT’S ~~access~~DISCUSSION byAND ~~entering~~ANALYSIS ~~into~~OF ~~solution~~FINANCIAL ~~agreements~~CONDITION ~~for~~AND aRESULTS ~~stated~~OF period. The monthly fees charged to the customers were based on the number of subscribers utilizing the services each month, and the revenue recognized generally corresponded to the monthly billing amounts as the services were delivered. Customers did not have the contractual right or ability to take possession of the hosted software.OPERATIONS

WeThe ~~considered~~following ~~each~~discussion ~~product~~of ~~and~~our ~~each~~financial ~~service~~condition ~~contract~~and toresults ~~be a distinct performance obligation. Revenue is recognized when a performance obligation is satisfied, which occurs when control~~ of ~~the~~operations ~~promised~~should ~~products~~be orread ~~services is transferred to the customer~~ in anconjunction ~~amount~~with ~~that reflects~~ the ~~consideration~~financial westatements ~~expect~~and torelated ~~receive~~notes included in ~~exchange~~this ~~for~~Annual ~~those products or services~~Report. ~~Revenue~~This ~~from~~discussion ~~product~~may ~~sales~~contain isforward-looking ~~recognized~~statements atbased aupon ~~point~~current inexpectations ~~time~~that ~~when~~involve ~~management~~risks ~~has~~and ~~determined~~uncertainties ~~that~~including ~~control~~those ~~has~~discussed ~~transferred~~under toPart ~~the customer~~I, ~~which~~Item is1A, ~~generally~~“Risk ~~when legal title has transferred to the customer~~Factors.” ~~Revenue~~These ~~from~~risks ~~SaaS~~and ~~contracts~~uncertainties ismay ~~recognized~~cause asactual ~~the~~results ~~output of the service is transferred~~ to ~~the~~differ ~~customer~~materially ~~over~~from ~~time,~~those ~~typically~~discussed ~~evenly~~in ~~over~~ the ~~contract~~forward-looking ~~term~~statements. ~~Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.~~

Our contracts with customers often included promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. We used an observable price to estimate SSP for items that are sold separately. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determined the SSP using information that may include market conditions and other observable inputs.Overview

~~Product~~We ~~Returns.~~historically ~~Products~~delivered ~~are~~comprehensive ~~returned~~WiFi/Software byas ~~retail~~a ~~stores~~Service ~~and~~platform ~~distributors~~to ~~for~~make ~~inventory~~everyone’s ~~balancing~~connected ~~and~~home ~~warranty~~safe ~~repair~~and orsupportive ~~replacements.~~for ~~Analyses~~life ofand ~~actual returned product are compared to analyses of the product return estimates~~work. We ~~have~~continue ~~concluded~~to ~~that~~grow ~~the~~and ~~process~~expand ofour ~~estimating~~SaaS ~~the~~operations ~~return~~as ~~reserve represents~~ a ~~fair~~digital ~~measure~~service ~~with~~provider ~~which~~focused toon ~~adjust~~integrating ~~revenue.~~AI ~~Returned goods are variable~~ and ~~under~~data ~~ASC~~analytics ~~Topic~~into ~~606,~~content ~~Revenue~~creation ~~from Contracts with Customers, are estimated~~ and ~~recognized~~brand ~~as a reduction of revenue as performance obligations are satisfied (e~~management.~~g.,~~ ~~upon~~In ~~shipment~~addition ofto ~~goods).~~our ~~Under~~SaaS ~~ASC Topic 606~~solutions, ~~the~~we ~~Company~~now ~~monitors~~also ~~pending~~offer ~~authorized~~customized ~~returns~~software ofdevelopment ~~goods~~services and, ifdigital ~~deemed~~authentication ~~appropriate, records the right of return asset accordingly~~services.

~~Inventory~~As ~~Valuation~~part ~~and Cost~~ of ~~Goods~~our ~~Sold.~~ongoing ~~Inventory~~strategic ~~is valued at the lower of cost~~initiatives, ~~determined~~we byare ~~the~~actively ~~first-in,~~planning ~~first-out~~to ~~method,~~develop ~~or its net realizable value. We reviewed inventories for obsolete~~ and ~~slow-moving~~integrate ~~products~~blockchain ~~and~~technology ~~made~~into ~~provisions based on~~ our ~~estimate~~operations ofin the ~~probability~~future. ~~that~~Through the ~~material~~acquisition ~~will~~of ~~not~~HGK, bewe ~~consumed~~have orsuccessfully ~~that~~applied itblockchain ~~will~~technology beto ~~sold~~our ~~below~~digital ~~cost~~authentication services. ~~Additionally,~~This ~~material~~advancement ~~product~~is ~~certification~~aimed ~~costs~~at onenhancing ~~new~~the ~~products~~security, ~~were~~transparency, ~~capitalized~~ and ~~amortized~~efficiency ~~over the expected period~~ of ~~value~~our ofservices ~~the~~and ~~respective products~~systems.

~~Valuation~~In ofline ~~Deferred~~with ~~Tax Assets. We estimate~~ our ~~income~~growth ~~tax~~strategy, ~~expense~~we ~~and~~are ~~deferred~~also ~~income~~targeting ~~tax~~potential ~~position.~~acquisitions ~~This~~in ~~process~~key ~~involves~~sectors ~~the~~such ~~estimation~~as ofAI, ~~our~~hardware, ~~actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax~~ and ~~accounting~~the ~~purposes~~IoT. ~~These~~The ~~differences~~acquisitions ~~result~~completed in ~~deferred~~2025 ~~tax~~have ~~assets~~enabled ~~and~~us ~~liabilities,~~to ~~which~~strengthen ~~are included in~~ our ~~balance~~technological ~~sheet.~~capabilities Weand ~~then~~expand ~~assess the likelihood that~~ our ~~deferred~~market ~~tax assets will be recovered from future taxable income~~presence. ToThese ~~the~~strategic ~~extent~~initiatives wereflect ~~believe~~our ~~that~~commitment ~~recovery~~to isinnovation ~~not~~and ~~likely~~expansion, wepositioning ~~establish~~us afor ~~valuation~~long-term ~~allowance.~~growth ~~Changes~~and insuccess ~~the valuation allowance are reflected~~ in ~~the~~emerging ~~statement of operations~~industries.

~~Significant~~Additionally, ~~management~~we ~~judgment~~are isexploring ~~required~~entry ininto ~~determining~~the ~~our~~MCN ~~provision for income taxes and any valuation allowances~~business. WeOur ~~have~~goal ~~recorded a 100% valuation allowance against our deferred income tax assets. It~~ is ~~management’s~~to ~~estimate~~serve ~~that,~~as ~~after~~a ~~considering~~bridge ~~all~~between ~~available~~influencers ~~objective~~or ~~evidence,~~content ~~historical~~creators and ~~prospective,~~the ~~with~~global ~~greater weight given to historical evidence~~market, itfacilitating isvaluable ~~more~~connections ~~likely than not that these assets will not be realized. If we establish a record of continuing profitability, at some point we will be required to reduce the valuation allowance~~ and ~~recognize~~expanding anour ~~equal~~reach ~~income~~in ~~tax~~this ~~benefit~~rapidly ~~which~~evolving ~~will~~digital ~~increase net income in that period~~space.

14These strategic initiatives reflect our commitment to innovation and expansion, positioning us for long-term growth and success in emerging industries.

~~Results~~Key ofFactors ~~Operations~~Affecting Our Performance

~~The~~Generally, ~~following~~our ~~table~~gross ~~sets~~margin ~~forth~~depends ~~certain~~on ~~financial~~a ~~data~~number ~~derived~~of ~~from~~factors, ~~our~~including ~~consolidated~~the ~~statements~~type of ~~operations~~service ~~for~~and ~~the~~customer ~~years~~category. ~~ended~~Digital ~~December 31,~~content ~~2024~~services ~~and~~tend ~~2023~~to ~~presented~~have inhigher ~~absolute~~gross ~~dollars~~margins ~~and~~but asrequire aongoing ~~percentage~~investments; ofsoftware ~~net~~development ~~sales~~services have gross margins that depend on project complexity; digital authentication services, ~~with~~leveraging ~~dollars~~AI and ~~percentage~~blockchain ~~change~~technologies, ~~year~~have ~~over~~high ~~year~~gross margin potential.

	Years ended December 31,										Change
	2024					2023					$			%
Net sales	$	639,893		100.0	%	$	26,106,271		100.0	%	$	(25,466,379	)		(97.5	)%
Cost of goods sold		432,634		67.6			25,635,383		98.2			(25,202,749	)		(98.3	)
Gross profit		207,259		32.4			470,888		1.8			(263,630	)		(56.0	)
Operating expenses:
Selling and marketing		66,171		10.3			9,472,527		36.3			(9,406,356	)		(99.3	)
General and administrative		2,062,441		322.3			4,758,357		18.2			(2,695,916	)		(56.7	)
Research and development		113,294		17.7			3,446,595		13.2			(3,333,301	)		(96.7	)
Vendor liability forgiveness, net of asset transfers		2,200,929		344.0			-		-			2,200,929			100.0
Total operating expenses		4,442,835		694.3			17,677,479		67.7			(15,435,573	)		(87.3	)
Operating loss		(4,235,576	)	(661.9	)		(17,206,591	)	(65.9	)		15,171,943			(88.2	)
Total other income (expense)		82		-			(384,715	)	(1.5	)		384,796			(100.0	)
Loss before income taxes		(4,235,494	)	(661.9	)		(17,591,305	)	(67.4	)		15,556,739			(88.4	)
Income tax provision		11,216		1.8			42,619		0.2			53,835			126.3
Net loss	$	(4,224,278	)	(660.2	)%	$	(17,633,924	)	(67.5	)%	$	15,610,574			(88.5	)%

Our future growth is largely dependent on our ability to acquire new customers, which is crucial for expanding our SaaS - MCN digital services, software services, and digital authentication services. This will rely on the effectiveness of our marketing and sales efforts to reach teams and organizations across diverse industries. The success of our growth strategy, as well as our future prospects, hinges on our ability to attract and retain new customers. While we see a substantial market opportunity in the MCN business, continued investment in sales and marketing, research and development, and customer support will be essential to further grow our international customer base.

~~Comparison~~In oforder ~~Fiscal~~to ~~Years~~sustain ~~2024~~and expand our existing customer base, we prioritize ensuring that our customers continue to derive value from our services. By building long-term, meaningful relationships, we aim to help customers leverage our services to establish stronger connections in the global marketplace. As they increasingly recognize the value we provide, we expect them to expand their usage and ~~2023~~upgrade their service plans, driving revenue growth within our current customer base. This approach underpins our strategy to enhance both customer retention and revenue growth over time.

~~The following table sets forth our revenues by product and the changes in revenues for fiscal year ended December 31, 2024, as compared to fiscal year ended December 31, 2023:~~18

	Years ended December 31,
	2024		2023		$ Change			% Change
Cable Modems & gateways	$	638,904	$	23,972,003	$	(23,333,099	)		(97.3	)%
Other networking products		-		571,517		(571,517	)		(100.0	)
Software as a Service		989		1,562,751		(1,561,762	)		(99.9	)
Total	$	639,893	$	26,106,271	$	(25,466,378	)		(97.5	)%

Results of Operations

~~Net~~The ~~Sales~~following table sets forth certain financial data derived from our consolidated statements of operations for the years ended December 31, 2025 and 2024 presented in absolute dollars and as a percentage of revenues, with dollars and percentage change year over year. There can be no assurance that the current trend will continue in future periods.

Our total net sales decreased year-over-year by $25.5 million or 97.5%. The decline in net sales is directly attributable to decreased sales of Motorola branded cable modems and gateways. In both 2024 and 2023, we primarily generated our sales by selling cable modems and gateways. Sales related to SaaS offerings were $0.0 million and $1.6 million in the years ended December 31, 2024 and 2023, respectively. The decrease in other networking products of $0.6 thousand in 2024 compared to 2023 is primarily due to a reduction in MoCA products.

	Years ended December 31,										Change
	2025					2024					$			%
Revenues	$	6,193,616		100.0	%	$	639,893		100.0	%	$	5,553,723			867.9	%
Cost of revenue		840,018		13.6			432,634		67.6			407,384			94.2
Gross profit		5,353,598		86.4			207,259		32.4			5,146,339			2,483.0
Operating expenses:
Selling and marketing		418,011		6.7			66,171		10.3			351,840			531.7
General and administrative		3,337,649		53.9			2,062,441		322.3			1,275,208			61.8
Research and development		47,419		0.8			113,294		17.7			(65,875	)		(58.1	)
Vendor liability forgiveness, net of asset transfers		-		-			2,200,929		344.0			(2,200,929	)		(100.0	)
Total operating expenses		3,803,079		61.4			4,442,835		694.3			(639,756	)		(14.4	)

Operating income (loss)		1,550,519		25.0			(4,235,576	)	(661.9	)		5,786,095			(136.6	)

Total other income (expense)		(29,881	)	(0.5	)		82		-			(29,963	)		(36,540.2	)

Income (loss) before income taxes		1,520,638		24.6			(4,235,494	)	(661.9	)		5,756,132			(135.9	)

Income taxes		448,204		7.2			(11,216	)	(1.8	)		459,420			(4,096.1	)
Net income (loss)	$	1,072,434		17.3	%	$	(4,224,278	)	(660.2	)%	$	5,296,712			(125.4	)%

~~Cost~~Comparison of ~~Goods~~Fiscal ~~Sold~~Years 2025 and ~~Gross Margin~~2024

~~Cost~~The ~~of goods sold consisted primarily of the~~ following: ~~the~~table ~~cost~~sets offorth ~~finished products from~~ our ~~third-party~~revenues ~~manufacturers;~~by ~~overhead costs, including purchasing,~~ product ~~planning, inventory control, warehousing~~ and ~~distribution~~the ~~logistics;~~changes ~~third-party~~in ~~software~~revenues ~~licensing fees; inbound freight; import duties/tariffs; warranty costs associated with returned goods; write-downs~~ for ~~excess~~fiscal ~~and~~year ~~obsolete~~ended ~~inventory;~~December 31, ~~amortization~~2025, ofas ~~certain~~compared ~~acquired intangibles and software development costs; and costs attributable~~ to ~~the~~fiscal ~~provision~~year ofended ~~service~~December 31, ~~offerings.~~2024:

	Years ended December 31,
	2025		2024		$ Change			% Change
Cable Modems & gateways	$	-	$	638,804	$	(638,804	)		(100.0	)%
Other networking products		-		1,089		(1,089	)		(100.0	)
SaaS – MCN digital services		5,275,761		-		5,275,761			N/A
Software services		588,811		-		588,811			N/A
Digital authentication services		329,044		-		329,044			N/A
Total	$	6,193,616	$	639,893	$	5,553,723			867.9	%

The decrease in gross profit was attributable to less sales, largely resulting from the Motorola license termination. Our gross margin can be affected by a number of factors, including fluctuation in foreign exchange rates, sales returns, changes in average selling prices, end-user customer rebates and other channel sales incentives, changes in our cost of goods sold due to fluctuations and increases in prices paid for components, overhead costs, inbound freight and duty/tariffs, conversion costs, and charges for excess or obsolete inventory.19

~~The following table presents net sales, cost of goods sold, and gross margin, for the periods indicated:~~Revenues

	Years ended December 31,
	2024			2023			$ Change			% Change
Net sales	$	639,893		$	26,106,271		$	(25,466,379	)		(97.5	)%
Cost of goods sold	$	432,634		$	25,635,383		$	(25,202,749	)		(98.3	)%
Gross margin		32.4	%		1.8	%

Our total revenues increased year-over-year by $5.6 million or 867.9%. The increase in revenues primarily reflects the Company’s strategic transition from legacy hardware operations to SaaS solutions, with a new business model focusing on integrating AI and big data into content creation and brand management. Notably, during March 2025, we successfully secured our first customer orders and generated initial sales, marking a critical milestone in the strategic pivot. Our target clients are individuals or entities seeking to grow their online presence as influencers or content creators.

~~Gross~~As ~~profit~~of ~~decreased~~December 31, ~~and~~2025, ~~gross~~we ~~margin~~onboarded ~~increased~~approximately in800 ~~fiscal 2024 compared to the prior fiscal year~~customers, ~~primarily~~corresponding ~~due~~ to ~~the~~SaaS ~~decline~~– inMCN ~~net~~digital ~~sales~~service ~~offset~~fees bytotalling ~~inventory~~$6.8 ~~reserves~~million, of which $15.83 million inwas ~~2023~~recognized as revenue.

~~Selling~~Building ~~and~~on ~~Marketing~~this momentum, we introduced customized software services in July 2025. As of December 31, 2025, we secured contracts totalling $1.2 million for customized software services, a portion of which was recognized as revenue in the current period based on the progress of completion. As of December 31, 2025, we successfully signed contracts with 13 customers for these services, with related accounts receivable amounting to $589 thousand.

~~Selling~~Through ~~and~~the ~~marketing~~acquisition ~~expenses consisted primarily~~ of ~~advertising,~~HGK ~~trade~~in ~~shows~~November 2025, ~~corporate~~we ~~communications~~added ~~and~~the ~~other~~ability ~~marketing~~to ~~expenses,~~provide ~~product~~digital ~~marketing~~authentication ~~expenses,~~services. ~~outbound~~As ~~freight~~of ~~costs~~December 31, ~~personnel~~2025, ~~expenses~~digital ~~for~~authentication ~~sales~~services ~~and~~generated ~~marketing~~$329 ~~staff~~thousand in revenue, ~~technical~~serving ~~support~~one ~~expenses,~~corporate client and ~~facility~~38 ~~allocations~~individual clients. ~~The~~This ~~following~~business ~~table~~leverages ~~presents~~AI ~~sales~~ and ~~marketing~~blockchain ~~expenses~~technology to provide authentication, certification, and display services for ~~the~~artworks, ~~periods~~further ~~indicated:~~diversifying our revenue streams.

	Years ended December 31,
	2024		2023		$ Change			% Change
Selling and marketing	$	66,171	$	9,472,527	$	(9,406,356	)		(99.3	)%

Cost of Revenue and Gross Margin

~~Sales~~Cost ~~and~~of ~~marketing~~revenue ~~expenses~~for ~~decreased~~the inyear ~~fiscal~~ended ~~2024~~December 31, as2024 ~~compared~~consisted toprimarily of the ~~prior~~following: ~~year,~~the ~~primarily~~cost ~~due~~of todirect alabor; ~~decrease~~the incost ~~Motorola~~of ~~royalty~~finished ~~fees~~products offrom ~~$5.2~~our ~~million~~third-party manufacturers; overhead costs, ~~marketing~~including ~~programs~~purchasing, ofproduct ~~$2.1~~planning, ~~million~~inventory control, ~~personnel~~warehousing and distribution logistics; third-party software licensing fees; inbound freight; import duties/tariffs; warranty costs ofassociated ~~$1.4~~with ~~million,~~returned goods; write-downs for excess and ~~other~~obsolete ~~market~~inventory; ~~support~~and costs attributable to the provision of ~~$0.7~~service ~~million~~offerings.

~~General~~Cost of revenue for the year ended December 31, 2025 consisted primarily of the following: the cost of direct labor; amortization of certain acquired intangibles and ~~Administrative~~software development costs, outsourced authentication service costs, and costs attributable to the provision of service offerings.

~~General~~The ~~and~~increase ~~administrative~~in ~~expenses~~gross ~~consist~~profit ofwas ~~salaries~~attributable ~~and~~to ~~related~~higher ~~expenses~~revenue ~~for~~in ~~executives~~2025, ~~finance~~largely ~~and~~resulting ~~accounting,~~from ~~human~~the ~~resources,~~lack ~~information~~of ~~technology,~~revenue ~~professional~~in ~~fees~~2024 due to the termination of the Motorola license. Our gross margin can be affected by a number of factors, including ~~legal~~fluctuation ~~costs~~in ~~associated~~labor ~~with~~cost, ~~defending~~foreign ~~claims~~exchange ~~against~~rates, ussales returns, ~~allowance~~changes ~~for~~in ~~doubtful~~average ~~accounts~~selling prices, ~~facility~~end-user ~~allocations,~~customer rebates and other ~~general~~channel ~~corporate~~sales ~~expenses.~~incentives, ~~The~~changes ~~following~~in ~~table~~our ~~presents~~cost ~~general~~of revenue due to fluctuations and ~~administrative~~increases ~~expenses~~in prices paid for components, overhead costs, inbound freight and duty/tariffs, conversion costs, and charges for ~~the~~excess ~~periods~~or ~~indicated:~~obsolete inventory.

	Years ended December 31,
	2024		2023		$ Change			% Change
General and administrative	$	2,062,441	$	4,758,357	$	(2,695,916	)		(56.7	)%

The following table presents revenues and gross margin, for the periods indicated:

General and administrative expenses decreased $2.6 million primarily due to a decrease of $0.9 million in personnel costs, software costs of $0.9 million, $0.5 million in professional services fees, and $0.4 in other general and administrative support costs.

	Years ended December 31,
	2025			2024			$ Change		% Change
Revenues	$	6,193,616		$	639,893		$	5,553,723		867.9	%
Cost of revenue	$	840,018		$	432,634		$	407,384		94.2	%
Gross margin		86.44	%		32.4	%

~~Future~~Gross ~~general~~margin ~~and~~increased ~~administrative~~in ~~expense~~fiscal ~~increases~~2025 orcompared ~~decreases~~to inthe ~~absolute~~prior ~~dollars~~fiscal ~~are~~year, ~~difficult~~primarily due to ~~predict~~a ~~due~~notable toturnaround in the ~~lack~~Company’s profitability since the third quarter of ~~visibility~~fiscal 2025. The first half of ~~certain~~fiscal ~~costs,~~2025 ~~including~~was ~~legal~~characterized ~~costs~~by ~~associated~~an initial investment and strategic positioning phase, with ~~defending~~the ~~claims~~implementation ~~against~~of usincreased operational capacity and a successful diversification into new, higher-margin service lines commencing in July 2025. The improvement in gross margin was primarily contributed by the MCN digital services revenue stream, which leverage AI and other ~~factors~~technologies to reduce reliance on human labor, resulting in significantly higher margins compared to traditional service models. As a result, the Company achieved a substantial increase in its gross margin. The benefits of this strategic shift and enhanced scale are clearly reflected in the consolidated results for fiscal 2025.

1620

~~Research~~Selling and ~~Development~~Marketing

~~Research~~Selling and ~~development~~marketing expenses consist primarily of ~~personnel expenses~~advertising, ~~payments~~trade ~~to suppliers for design services~~shows, ~~safety~~corporate communications and ~~regulatory~~other ~~testing~~marketing expenses, product ~~certification~~marketing ~~expenditures~~expenses, tooutbound ~~qualify~~freight ~~our~~costs, ~~products~~amortization ~~for~~of ~~sale~~certain ~~into specific markets~~intangibles, ~~prototypes,~~personnel ~~IT, and other consulting fees. Research and development~~ expenses ~~are~~for ~~recognized~~sales ~~as they are incurred. Our research~~ and ~~development~~marketing ~~organization~~staff, istechnical ~~focused~~support onexpenses, ~~enhancing our ability to introduce innovative~~ and ~~easy-to-use~~facility ~~products and services~~allocations. The following table presents ~~research~~sales and ~~development~~marketing expenses, for the periods indicated:

	Years ended December 31,
	2024		2023		$ Change			% Change
	2025		2024		$ Change			% Change
Research and development	$	113,294	$	3,446,595	$	(3,333,301	)		(96.7	)%
Selling and marketing	$	418,011	$	66,171	$	351,840			531.7	%

~~The~~Sales ~~decrease~~and ofmarketing expenses increased by $~~3.3~~352 ~~million~~thousand ~~was~~in fiscal 2025, as compared to the prior year, primarily due to ~~personnel~~the ~~costs~~Company’s ofbusiness $2transformation.3 ~~million~~In 2024, ~~$0.2~~the ~~million~~Company ~~software~~was ~~licenses~~in a transition period with reduced legacy operations, $0resulting in low sales support costs.4 ~~million~~In ~~professional~~2025, ~~services~~with ~~fees~~the full launch of new business operations, the Company increased marketing activities and ~~$0.4~~investments ~~million~~to inpromote ~~other~~its ~~research~~digital ~~and~~content services, software development ~~support~~services, ~~costs~~and digital authentication services.

~~Other~~General ~~Income~~and ~~(Expense)~~Administrative

	Years ended December 31,
	2024		2023			$ Change		% Change
Other income (expense)	$	82	$	(384,715	)	$	384,796		100.0	%

General and administrative expenses consist of salaries and related expenses for executives, finance and accounting, human resources, information technology, professional fees, including legal costs associated with defending claims against us, allowance for doubtful accounts, facility allocations, and other general corporate expenses. The following table presents general and administrative expenses, for the periods indicated:

Other income (expense), net was an expense of $82 in fiscal 2024 and expense of $385 thousand in fiscal 2023, primarily due to the Company paying in full the outstanding balance of the SVB Loan Agreement in October 2023

	Years ended December 31,
	2025		2024		$ Change		% Change
General and administrative	$	3,337,649	$	2,062,441	$	1,275,208		61.8	%

~~Income~~General ~~Tax~~and ~~Expense.~~administrative Weexpenses ~~recorded~~increased ~~minimum~~by ~~state~~$1.3 ~~income~~million, ~~tax~~or 61.8%, to $3.3 million for athe ~~few~~year ~~states~~ended ~~and~~December ~~tax~~31, ~~related~~2025, compared to ~~our~~$2.0 ~~operations~~million infor ~~Mexico~~the year ended December 31, ~~which~~2024. This increase was primarily driven by $111.1 ~~thousand~~million ~~and~~in ~~$43~~non-cash ~~thousand~~warrant issuance costs recognized in ~~fiscal~~the ~~2024~~third quarter of 2025. The remaining increase was attributable to expanded business operations following our strategic transformation, including higher professional fees and ~~fiscal~~personnel costs ~~2023~~associated with launching and scaling our new digital content, ~~respectively~~software development, and digital authentication services. These increases were partially offset by continued cost discipline and operational efficiencies realized from our transition away from legacy hardware operations.

	Years ended December 31,
	2024			2023		$ Change			% Change
Income taxes	$	(11,216	)	$	42,619	$	(53,835	)		(126.3	)%

Future general and administrative expense increases or decreases in absolute dollars are difficult to predict due to the lack of visibility of certain costs, including legal costs associated with defending claims against us, and other factors.

~~Liquidity~~Research and ~~Capital Resources~~Development

~~Our~~Research ~~principal~~and ~~sources~~development ofexpenses ~~liquidity~~consist ~~are~~primarily ~~cash~~of ~~and~~personnel ~~cash~~expenses, ~~equivalents.~~payments Asto ofsuppliers ~~December 31,~~for ~~2024~~design services, wesafety ~~had~~and ~~cash~~regulatory ~~and~~testing, ~~cash~~product ~~equivalents~~certification ofexpenditures ~~$30~~to ~~thousand~~qualify asour ~~compared~~products tofor ~~$709~~sale ~~thousand~~into inspecific ~~cash~~markets, ~~and~~prototypes, ~~cash~~IT, ~~equivalents~~and onother ~~December 31,~~consulting ~~2023~~fees. OnResearch ~~December 31,~~and ~~2024,~~development weexpenses ~~had~~are norecognized ~~outstanding~~as ~~borrowings~~they are incurred. Our research and ~~working~~development ~~capital~~organization ofis ~~$(0.3)~~focused ~~million.~~on Weenhancing ~~have~~our ~~continued~~ability to ~~fund~~introduce ~~our~~innovative ~~operations~~and ~~through~~easy-to-use ~~proceeds~~products ofand ~~common~~services. The following table presents research and ~~preferred~~development ~~stock.~~expenses, for the periods indicated:

Our historical cash outflows have primarily been associated with: (1) cash used for operating activities such as the purchase and growth of inventory, expansion of our sales and marketing and research and development and other working capital needs; (2) capital expenditures related to the acquisition of equipment; and (4) cash used to repay our debt obligations and related interest expense. Fluctuations in our working capital due to timing differences of our cash receipts and cash disbursements also impact our cash inflows and outflows.

	Years ended December 31,
	2025		2024		$ Change			% Change
Research and development	$	47,419	$	113,294	$	(65,875	)		(58.1	)%

Our consolidated financial statements as of December 31, 2024 were prepared under the assumption that we will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt exists about our ability to continue as a going concern, and we will require additional liquidity to continue operations beyond the next 12 months.21

~~Our~~Research ~~consolidated~~and ~~financial~~development ~~statements~~expenses asdecreased ofby ~~December 31,~~$66 ~~2024,~~thousand doin ~~not~~fiscal ~~include~~2025, ~~any~~as ~~adjustments~~compared to the ~~carrying~~prior ~~amounts~~year. ~~and~~The ~~classification~~research ~~of assets, liabilities,~~ and ~~reported~~development expenses ~~that~~incurred ~~may~~in be2025 ~~necessary if we~~ were ~~unable~~primarily torelated ~~continue as a going concern. If we are unable~~ to ~~continue~~software assubscriptions ~~a going concern, we may have to liquidate our assets~~ and ~~may~~support ~~receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of their investment~~costs.

17Research and development expenses may fluctuate depending on the timing and number of development activities and could vary significantly as a percentage of revenues, depending on actual revenues achieved in any given year.

~~Cash~~Other ~~Flows~~Income (Expense)

The following table presents our cash flows for the periods presented:

	Years ended December 31,
	2025			2024		$ Change			% Change
Other income (expense)	$	(29,881	)	$	82	$	(29,963	)		(36,540.2	)%

	Years ended December 31,
	2024			2023
Cash provided by (used in) provided by operating activities	$	(3,772,008	)	$	4,849,555
Cash provided by (used) in investing activities		11,642			(381,865	)
Cash provided by (used in) financing activities		3,081,206			(4,788,478	)
Net (decrease) increase in cash and cash equivalents	$	(679,160	)	$	320,788

Other income (expense), net was an expense of $29,881 in fiscal 2025 and income of $82 in fiscal 2024, primarily due to increased foreign currency exchange losses resulting from significantly more foreign currency transactions in 2025 as the Company expanded its operations in Hong Kong and Japan.

~~Cash~~Income ~~Flows~~Tax ~~from~~Expense ~~Operating~~(Benefit) ~~Activities.~~

Cash used in operating activities of $3.7 million for 2024 reflected our net loss of $4.2 million, adjusted for non-cash expenses, consisting primarily of $0.4 million of depreciation and amortization, $0.9 million of stock-based compensation expense, $(0.3) million credit losses, and $2.2 million in vendor forgiveness, net of asset transfers. Uses of cash included a reduction in accounts payable of $3.2 million, accrued expenses and other liabilities of $0.8 million, and prepaid expenses and other current assets of $0.1 million. Sources of cash included a decrease of accounts receivable of $1.0 million and inventory of $0.4 million.

	Years ended December 31,
	2025		2024			$ Change		% Change
Income tax expense (benefit)	$	448,204	$	(11,216	)	$	459,420		(4,096.1	)%

~~Cash~~Income ~~provided~~tax byexpense ~~operating~~(benefit) ~~activities~~was ofan ~~$4.9~~expense ~~million for 2023 reflected our net loss~~ of $~~17.6 million~~448,204 ~~adjusted~~in ~~for~~fiscal ~~non-cash~~2025 ~~expenses,~~and ~~consisting~~benefit ~~primarily~~ of $~~0.6~~11,216 ~~million~~in offiscal ~~depreciation and amortization, $0~~2024.3 ~~million~~This ofsignificant ~~stock-based~~change ~~compensation~~was ~~expense,~~primarily ~~and~~due ato ~~$0.2~~the ~~million~~profitability ~~provision for accounts receivable allowance. Uses~~ of ~~cash~~the ~~included~~Company’s aHong ~~reduction~~Kong subsidiary in ~~accrued~~2025, ~~expenses~~resulting ~~of $3.3 million and decrease~~ in ~~deferred~~Hong ~~revenue~~Kong ofProfits $1Tax.4 ~~million.~~In ~~Sources~~2024, ofthe ~~cash~~Company ~~included~~was in a ~~decrease~~business oftransition ~~accounts~~period ~~receivable~~with oflosses ~~$1.9~~from ~~million,~~legacy ~~a decrease in inventory of $15.5 million~~operations, ~~and~~resulting ~~decrease~~ in ~~prepaid~~an ~~expenses~~income ~~and~~tax ~~other current assets of $0~~benefit.~~3 million.~~

~~Cash~~Liquidity ~~Flows~~and ~~from~~Capital ~~Investing Activities.~~Resources

InThe ~~2024~~Company’s operations have historically been financed through the issuance of common stock and preferred stock. Since inception, the Company has incurred significant losses and negative cash flows from operation and an accumulated deficit of $95.6 million. The Company began generating operating profit in the fourth quarter of 2025. During the year ended December 31, 2025, the Company reported a net income of $1.1 million, a positive working capital of $2.4 million. As of December 31, 2025, we had cash of $123.1 million as compared to $30 thousand ~~generated~~on inDecember 31, ~~investing~~2024. On December 31, 2025, we had no borrowings outstanding and had a working capital of $2.4 million. Previously, we have funded our operations and financing activities ~~related~~primarily through the sale of our preferred stock and Common Stock. Our ability to ~~sales~~maintain adequate levels of ~~property~~liquidity depends in part on our ability to generate cash from operations and ~~equipment~~our ability to raise additional funds through equity or debt financing. We are evaluating options related to our liquidity and will continue to monitor our costs in relation to our sales and adjust our cost structure accordingly.

InOur ~~2023,~~historical ~~$162~~cash ~~thousand~~outflows ~~was~~have primarily been associated with: (1) cash used tofor operating activities such as the purchase and growth of inventory, expansion of our sales and marketing and research and development infrastructure and other working capital needs; (2) expenditures related to increasing our manufacturing capacity and improving our manufacturing efficiency; (3) capital expenditures related to the acquisition of equipment; (4) cash used to repay our debt obligations and ~~$219~~related ~~thousand~~interest ~~was~~expense; and (5) cash used for ~~certification~~acquisitions. ~~costs~~Fluctuations in our working capital due to timing differences of our cash receipts and cash disbursements also impact our cash inflows and outflows.

~~Cash~~Our ~~Flows~~consolidated ~~from~~financial ~~Financing~~statements ~~Activities.~~as ~~Cash~~of ~~provided~~December 31, in2025 ~~financing~~were ~~activities~~prepared inunder ~~2024~~the ~~consisted~~assumption ofthat ~~proceeds~~we will continue as a going concern. The going concern assumption contemplates the realization of ~~issuance~~assets and satisfaction of ~~preferred~~liabilities ~~stock~~in the normal course of $3business.1 ~~million~~However, substantial doubt exists about our ability to continue as a going concern, and we will require additional liquidity to continue operations beyond the next twelve months.

~~Cash~~Our ~~used~~consolidated infinancial ~~financing~~statements ~~activities~~as inof ~~2023~~December 31, ~~consisted~~2025 do not include any adjustments to the carrying amounts and classification of $4assets, liabilities, and reported expenses that may be necessary if we were unable to continue as a going concern.8 ~~million~~If inwe ~~borrowing~~are ~~repayments~~unable ~~under~~to continue as a going concern, we may have to liquidate our ~~SVB~~assets ~~line-~~and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or part of~~-credit~~ their investment.

~~Future Liquidity Needs~~22

AtCash December 31, 2024, we believe our current cash and cash equivalents may not be sufficient to fund working capital requirements, capital expenditures and operations during the next twelve months. Our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, and generate cash from operations. Based on these factors, management determined that there is substantial doubt regarding our ability to continue as a going concern. The Company will continue to monitor its costs in relation to its sales and adjust accordingly.Flows

~~Our~~The ~~future~~following ~~liquidity~~table ~~and~~presents capital requirements will be influenced by numerous factors, including the extent and duration of any future operating losses, the level and timing of future new formed operations to generate sales and expenditures, the results and scope of ongoing research and product development programs, working capital required to support our ~~sales~~cash ~~growth,~~flows ~~funds required to service our debt, our sales and marketing programs, our need~~ for ~~infrastructure to support our sales growth,~~ the ~~acceptance~~periods ~~of our products in the marketplace, competing technologies and changes in the market and regulatory environment.~~presented:

	Years ended December 31,
	2025			2024
Cash provided by (used in) operating activities	$	3,636,620		$	(3,772,008	)
Cash used in investing activities		(4,873,399	)		11,642
Cash provided by (used in) financing activities		4,300,000			3,081,206
Effect of foreign exchange rate changes on cash		(8,922	)		-
Net increase (decrease) in cash	$	3,054,299		$	(679,160	)

~~Our~~Cash ~~ability~~Flows to fund our longer-term cash needs is subject to various risks, many of which are beyond our control—See “Risk Factors—We may require significant additional capital to pursue our growth strategy, and our failure to raise capital when needed could prevent us from ~~executing~~Operating ~~our growth strategy~~Activities.” Should we require additional funding, such as additional capital investments, we may need to raise the required additional funds through bank borrowings or public or private sales of debt or equity securities. We cannot assure that such funding will be available in needed quantities or on terms favorable to us, if at all.

AtCash ~~December 31,~~provided ~~2024,~~by weoperating ~~have~~activities ~~Federal~~of $3.6 million during 2025 reflected our net ~~operating~~income ~~loss~~of ~~carry~~$1.1 ~~forwards~~million, adjusted for non-cash expenses, consisting primarily of: ~~approximately~~$0.5 million in depreciation and amortization expense, $730.91 million ~~available~~in tostock-based ~~reduce~~compensation ~~future~~expense, ~~taxable~~$1.1 ~~income~~million in value of warrants issued, $9 thousand in non-cash interest expense, and $7 thousand in loss on disposal of fixed assets. AUses ~~valuation~~of ~~allowance~~cash ~~has~~included ~~been~~increases ~~established~~in ~~for~~accounts ~~the~~receivable ~~full~~of ~~amount~~$0.6 million, other receivables of ~~deferred~~$1.1 ~~income~~million, ~~tax~~prepaid and other current assets of $27 thousand, and other long-term assets of $59 thousand, as ~~management~~well ~~has~~as ~~concluded~~decreases ~~that~~in itoperating islease ~~more~~liabilities ~~likely~~of ~~than-not~~$51 ~~that~~thousand. ~~the~~Sources ~~benefits~~of ~~from~~cash ~~such~~included ~~assets~~increases ~~will~~in ~~not~~accounts bepayable ~~realized~~of $0.2 million, contract liabilities of $1.5 million, income tax payable of $0.4 million and accrued expenses and other current liabilities of $0.6 million.

~~Contractual~~Cash ~~Obligations~~used in operating activities of $3.7 million for 2024 reflected our net loss of $4.2 million, adjusted for non-cash expenses, consisting primarily of $0.4 million of depreciation and amortization, $0.9 million of stock-based compensation expense, $(0.3) million credit losses, and $2.2 million in vendor forgiveness, net of asset transfers. Uses of cash included a reduction in accounts payable of $3.2 million, accrued expenses and other liabilities of $0.8 million, and prepaid expenses and other current assets of $0.1 million. Sources of cash included a decrease of accounts receivable of $1.0 million and inventory of $0.4 million.

~~For~~Cash aFlows ~~description~~from ofInvesting our operating leases, refer to Note 6 and for a description of our bank credit line and bridge loan agreement, license agreement and purchase commitments, refer to Note 5 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-KActivities.

~~Off-Balance~~In ~~Sheet~~2025, ~~Arrangements~~the Company used $4.9 million in investing activities, primarily consisting of $4.7 million for acquisition of assets and $0.2 million for purchases of property, equipment and software.

In ~~2006~~2024, the Company ~~entered~~had ~~into~~$12 athousand ~~maquiladora~~generated ~~agreement with North American Production Sharing, Inc. (“NAPS”). This agreement provided that NAPS provide certain personnel and other services for a production facility~~ in ~~Mexico~~investing onactivities our behalf. Although the maquiladora agreement expired on September 25, 2019, the agreement automatically renewed annually unless otherwise cancelled per provisions in the agreement. The agreement expired and was not renewed in 2023. Any related ~~assets, liabilities, or expenses are reported in the accompanying financial statements. Additionally, the Company was obligated~~ to ~~pay~~sales future minimum required royalty payments associated with certain licensing agreements which are not included in our consolidated balance sheet, refer to Note 7 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of ~~this~~property ~~Annual~~and ~~Report on Form 10-K~~equipment.

Cash Flows from Financing Activities.

Cash provided from financing activities in 2025 consisted of proceeds from issuance of Common Stock of $4 million, net proceeds from the issuance of a convertible note of $300 thousand.

Cash provided in financing activities in 2024 consisted of proceeds of issuance of preferred stock of $3.1 million.

Future Liquidity Needs

Our primary short-term needs for capital, which are subject to change, include:

●

upgrades to our information technology infrastructure to enhance our capabilities and improve overall productivity;

	●	support of our commercialization efforts related to our current and future products, including expansion of our direct sales force and field support resources;

	●	the continued advancement of research and development activities.

Our capital expenditures are largely discretionary and within our control. We expect that our product sales and the resulting operating loss, as well as the status of each of our product development programs, will significantly impact our cash management decisions.

At December 31, 2025, we do not believe our current cash will be sufficient to fund working capital requirements, capital expenditures and operations during the next twelve months. Our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures and increase revenues. Based on these factors, management determined that there is substantial doubt regarding our ability to continue as a going concern. We will continue to monitor our costs in relation to our sales and adjust accordingly.

Our future liquidity and capital requirements will be influenced by numerous factors, including the extent and duration of any future operating losses, the level and timing of future sales and expenditures, the results and scope of ongoing research and product development programs, working capital required to support our sales growth, funds required to service our debt, the receipt of and time required to obtain regulatory clearances and approvals, our sales and marketing programs, our need for infrastructure to support our sales growth, the continuing acceptance of our products in the marketplace, competing technologies and changes in the market and regulatory environment.

Our ability to fund our longer-term cash needs is subject to various risks, many of which are beyond our control—See “Risk Factors—We may require significant additional capital to pursue our growth strategy, and our failure to raise capital when needed could prevent us from executing our growth strategy.” Should we require additional funding, such as additional capital investments, we may need to raise the required additional funds through bank borrowings or public or private sales of debt or equity securities. We cannot guarantee that such funding will be available in needed quantities or on terms favourable to us, if at all.

At December 31, 2025, we have Federal net operating loss carry forwards of approximately $68.2 million available to reduce future taxable income. A valuation allowance has been established for the full amount of deferred income tax assets as management has concluded that it is more-likely than-not that the benefits from such assets will not realize the benefits of our deferred tax assets. As a result, as of December 31, 2025 and December 31, 2024, we recorded a full valuation allowance against our net deferred tax assets.

To support our strategic transition to SaaS solutions and the scaling of our AI-driven platform, management anticipates requiring approximately $10 million in total funding over the next three years. We plan to allocate (1) $4.0 million in 2026 to develop AI technology for content, build fan community and membership system, (2) $3.0 million in 2027 to enhance our SaaS system, and develop robust security for other IP protection technologies, and (3) $3.0 million in 2028 to advance AI media development and expand content creation capabilities.

To provide for such liquidity needs over the next three years, on May 9, 2025, we entered into a Purchase Agreement with Helena, whereby we have the right to issue and sell to Helena, from time to time, and Helena shall purchase from us, up to $15,000,000 of the Common Stock. In no event shall the number of shares of Common Stock issuable to Helena cause the aggregate number of shares of Common Stock beneficially owned by Helena and its affiliates as a result of previous issuances and sales of Common Stock to Helena to exceed 9.99% of the then issued and outstanding Common Stock. The purchase price is based on 95% of the lowest VWAP during the three (3) Trading Days following Helena’s receipt of the shares.

On May 9, 2025, the Company also entered into, and simultaneously closed the transactions under, a Securities Purchase Agreement with Cao Yu, whereby the Company sold 1,585,366 shares of the Company’s Common Stock to Cao Yu, for an aggregate purchase price of $2,600,000.

On May 9, 2025, the Company also entered into, and simultaneously closed the transactions under, a Securities Purchase Agreement with Hu Bin, whereby the Company sold 853,659 shares of Common Stock to Hu Bin, for an aggregate purchase price of $1,400,000.

On January 30, 2026, we entered into a Securities Purchase Agreement with certain investors to issue an aggregate of 394,476 shares of Common Stock at $5.07 per share for gross proceeds of approximately $2 million. The transaction is expected to close at the end of the first quarter of 2026.

Commitments and Contractual Obligations

For a description of our operating leases, refer to Note 6 and for a description of our license agreement and purchase commitments, refer to Note 7 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.

Off-Balance Sheet Arrangements

We did not have any material off-balance sheet arrangements as of December 31, 2025. Please refer to Note 7 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report.

Recent Accounting Standards

Please refer to Note 2 Summary of Significant Accounting Policies, in Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report, for a full description of recent accounting standards, including the expected dates of adoption and estimated effects on the financial condition and results of operations, which are hereby incorporated by reference.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Management bases its estimates, assumptions and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. To the extent there are material differences between these estimates and actual results, our financial statements may be affected. Our management evaluates its estimates, assumptions and judgments on an ongoing basis.

Following is a discussion of what we view as our more significant accounting policies and estimates pertaining to the operations of the Company. As described below, management judgments and estimates must be made and used in connection with the preparation of our consolidated financial statements.

Management considers revenue recognition to be a critical accounting policy because it requires significant judgment in identifying performance obligations and determining the appropriate timing and pattern of revenue recognition for service contracts. The application of this policy involves evaluating contract terms, including the nature of promised services and the period over which control is transferred to the customer, which could materially affect the amount and timing of revenue recognized.

Revenue Recognition

We adopted ASC 606, Revenue from Contracts with Customers, which requires a five-step model to recognize revenue from customer contracts. The five-step model requires entities to exercise judgment when considering the terms of contracts, including: (1) identifying the contracts or agreements with a customer; (2) identifying the performance obligations in the contract or agreement; (3) determining the transaction price; (4) allocating the transaction price to the separate performance obligations; and (5) recognizing revenue as each performance obligation is satisfied. We apply the five-step model to contracts only when it is probable that we will collect the consideration to which it is entitled in exchange for the services it transfers to our clients.

Revenues from SaaS service before the end of 2024

Revenue recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with SaaS offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering was recognized ratably beginning when the customer was expected to activate their account and over a three-year period that we estimated based on the expected replacement of the hardware.

Revenues from SaaS service- MCN Digital Service in 2025

We expand SaaS operations as a digital service provider, delivering full-cycle services to brand clients through legally binding agreements since March 2025. We offer full-service account management, content production, and targeted promotion to grow followers across key platforms. Service packages customizable via the SaaS portal. Customers may purchase value-added services with or after their purchases of basic package. Our services comprise two distinct performance obligations: (1) the basic service, which represents a single performance obligation as the promises for account setup, SaaS platform access, account management, and basic digital content creation and publishing are highly interdependent and bundled together; and (2) the value-added services, which represents a performance obligation for additional digital content created and customized to meet the customer’s special request. Each with a standalone transaction price. We recognize revenues from basic services ratably over the contract term beginning on the commencement date of each contract. The revenues from value-added services are recognized at a point in time when customers approve or accept the value-added services or system automatically approves whichever is later. We require an upfront payment for the services, which is non-refundable upon execution of the contract. Customers retain the right to terminate the contract prior to its expiration date, subject to the early termination fees, including information transfer fee and fan development fee.

Revenues from Software Service in 2025

We enter into bundled arrangements that typically include the sale of on-premise software licenses, customized modules, and maintenance and support (“M&S”) services. These arrangements are evaluated to determine whether the promises represent distinct performance obligations. The customized modules are highly interdependent and interrelated with the software license and are therefore combined with the license as a single performance obligation, while the M&S services are capable of being distinct and are accounted for as a separate performance obligation. The M&S services are provided free of charge for a specified contract period, typically encompassing the first year of service following software delivery.

The transaction price is allocated to each performance obligation based on their relative stand-alone selling prices (“SSP”). The SSP for the combined software license and customized modules, and M&S services is determined using the adjusted market assessment approach, which considers market conditions, competitive pricing, our market position, expected profit margins, and cost structure. Contracts include retention fees that represent variable consideration, as their payment is contingent upon no major defects being identified within a specified period. These retention fees are excluded from the initial transaction price. The related revenue is recognized only when it’s probable that a significant reversal will not occur. Contracts for software licensing and M&S services generally include a renewal option for M&S services; however, the renewal option to acquire additional services is neither offered free of charge nor at a discount and accordingly does not represent a material right.

We provide assurance-type warranties to ensure that the delivered software complies with agreed-upon specifications. These warranties do not constitute a separate performance obligation as they cannot be purchased separately and do not provide a service beyond remedying defects to bring the software to the specified standard.

Our contracts typically specify a payment schedule whereby payments from the customer are linked to the signing of the contract and the achievement of specific milestones. Contracts are generally fixed price, and we have elected the practical expedient not to adjust the promised consideration for the effects of a significant financing component when the period between transfer of goods or services and customer payment is one year or less.

Revenue from the combined software license and customized modules is recognized over time as we fulfil its performance obligations by developing and enhancing the software assets throughout the project period. We recognize revenue using the output method based on the measurements of the value of the services transferred to date in relation to total performance obligation promised. Revenue from maintenance and support services is recognized over time on a straight-line basis over the M&S contract period. This recognition pattern reflects the continuous transfer of services to the customer, who simultaneously receives and consumes the benefits of these services throughout the service period.

Revenues from Digital Authentication Service in 2025

We provide digital authentication services for artworks, leveraging AI and blockchain technology. Services include microstructure analysis, AI image comparison, authenticity determination, blockchain registration, and issuance of digital authentication reports. Service packages are offered in Standard and Expedited editions, with fees calculated based on artwork area and payable in full in advance. Our services comprise a single performance obligation, as the promised services are highly interdependent and integrated to deliver a conclusive authentication outcome. The transaction price is fixed at contract inception. Revenue is recognized at a point in time upon delivery of the final digital authentication report and blockchain certificate to the client, when the client obtains control of the completed authentication package.

Management has evaluated the Company’s accounting policies and estimates and determined that there were no critical accounting estimates for the year ended December 31, 2025. While the preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, such estimates did not involve a high degree of subjectivity, judgment, or uncertainty that would be reasonably likely to result in a material impact to the Company’s financial condition or results of operations. Accordingly, management concluded that no estimates met the definition of a critical accounting estimate for the period presented.

ITEM 7A. – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

1927

ITEM 8 – CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FiEE, INC.

f/k/a

Minim, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 7116)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 1195)		F-2 – F-4
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-5
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023		F-4
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024		F-6
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024 and 2023		F-5
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024		F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-8
Notes to Consolidated Financial Statements		F-79 – F-2729

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the board of directors of

FiEE, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of FiEE, Inc and its subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, although the Company had liquidity for the year ended December 31, 2025, the historical losses and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Valuation of Acquired Technology-Related Intangible Assets

As described in Note 4 to the financial statements, during the year ended December 31, 2025, the Company completed the acquisition of a group of assets, and a significant portion of the purchase price was allocated to technology-related intangible assets. The fair value of the acquired technology was estimated using a multi-period excess earnings method (MPEEM), which required management to make significant estimates and assumptions, including projected revenues, discount rates, and the economic useful life of the intangible assets.

We identified the valuation of the acquired technology-related intangible assets as a critical audit matter because auditing management’s estimate involved especially challenging auditor judgment due to the significant estimation uncertainty and the sensitivity of the valuation to changes in key assumptions.

The primary procedures we performed to address this critical audit matter included, among others, evaluating the reasonableness of management’s valuation methodology and testing the significant assumptions used in the valuation model. We evaluated the projected revenues, costs, and expenses by comparing them to actual performance and other relevant information, such as the cost-to-revenue ratio. With the assistance of our valuation specialists, we evaluated the appropriateness of the valuation methodology and assessed the reasonableness of certain key assumptions, including the discount rate and contributory asset charges. We also performed sensitivity analyses to evaluate the impact of changes in key assumptions on the estimated fair value of the intangible assets. In addition, we tested the completeness and accuracy of the underlying data used in the valuation and evaluated the adequacy of the related financial statement disclosures.

/s/ UHY LLP

We have served as the Company’s auditor since 2025.

Irvine, California

March 20, 2026

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of
FiEE, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of FiEE, Inc. f/k/a Minim, Inc. (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Beckles & Co (PCAOB ID 7116) We ~~have~~ served as the Company’s auditor ~~since~~from 2024 to 2025. West Palm Beach, FL April 9, 2025

400 Columbia Drive, Suite 101

West Palm Beach, FL 33409

Ph.561 689-4093

Fax: 954 827-0968

F-24

~~FiEE~~FIEE, INC. AND SUBSIDIARIES

f/k/a

Minim, Inc.

CONSOLIDATED BALANCE SHEETS

As of December 31, ~~2024~~2025 and ~~2023~~2024

	2024			2023
	2025			2024
ASSETS
Current assets
Cash and cash equivalents	$	30,162		$	709,322
Cash	$	3,084,461		$	30,162
Accounts receivable, net of allowance for doubtful accounts of $0 and $312,983 as of December 31, 2024 and, 2023, respectively		-			701,377
Accounts receivable		2,110,715			-
Inventories, net		-			9,952,647
Other receivable		1,217,692			-
Prepaid expenses and other current assets		~~134~~199,~~757~~309			35134,~~768~~757
Total current assets		~~164~~6,~~919~~612,177			11164,~~399,114~~919
Equipment, net		119,871			432,505
Property, equipment and software, net		366,439			119,871
Operating lease right-of-use assets		-			22,512
Intangible assets		3,529,835
Intangible assets, net		-			33,247
Operating lease right-of-use assets, net		31,004			-
Other assets		22231,~~245~~680			~~472~~22,~~587~~245
Total assets	$	~~307~~10,~~035~~771,135		$	12307,~~359,965~~035
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	~~143~~511,~~414~~206		$	~~11,~~143,~~693~~414
Accrued expenses		293,613			1,077,843
Contract liabilities		1,497,721			-
Current maturities of operating lease liabilities		-			22,512
Accrued expenses and other current liabilities		1,169,737			293,613
Total current liabilities		437,027			12,244,048
Income tax payables		972,743
Current maturities of operating lease liabilities		30,350			-
Total current liabilities		4,181,757			437,027
Total liabilities		4,181,757			437,027
Commitments and Contingencies (Note 7)
Stockholders’ equity
Stockholders’ equity (deficit)
Preferred Stock, Authorized: 3,000,000 shares at $0.001 par value; issued and outstanding: 2,305,357 shares and 0 shares at December 31, 2024 and 2023, respectively.		1,639,779			-
Preferred Stock, authorized: 10,000,000 shares at $0.001 par value, including 3,000,000 shares designated as Series A Convertible Preferred Stock at $0.001 par value; 2,305,357 Series A shares issued and outstanding at December 31, 2025 and 2024, respectively.		1,639,779			1,639,779
Common Stock: Authorized: 60,000,000 shares at December 31, 2024 and 2023, at $0.01 par value; issued and outstanding: 3,713,792 shares and 2,789,020 shares at December 31, 2024 and 2023, respectively		490,145			480,897
Common Stock, authorized: 60,000,000 shares at $0.01 par value; issued and outstanding: 7,934,122 shares at December 31, 2025 and 3,713,792 shares at December 31, 2024, respectively		79,341			37,138
Additional paid-in capital		94100,~~433~~500,~~140~~280			9294,~~103~~886,~~798~~147
Accumulated deficit		(9695,~~693~~621,~~056~~579	)		(9296,~~468~~694,~~778~~013	)
Total stockholders’ (deficit) equity		(129,992	)		115,917
Accumulated other comprehensive (loss) income		(8,443	)		957
Total liabilities and stockholders’ equity	$	307,035		$	12,359,965
Total stockholders’ equity (deficit)		6,589,378			(129,992	)
Total liabilities and stockholders’ equity (deficit)	$	10,771,135		$	307,035

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

F-35

~~FiEE~~FIEE, INC. AND SUBSIDIARIES

~~f/k/a~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

~~Minim~~Years Ended December 31, ~~Inc.~~2025 and 2024

CONSOLIDATED STATEMENTS OF OPERATIONS


	2025			2024
Revenues	$	6,193,616		$	639,893
Cost of revenues		840,018			432,634
Gross profit		5,353,598			207,259

Operating expenses:
Selling and marketing		418,011			66,171
General and administrative		3,337,649			2,062,441
Research and development		47,419			113,294
Vendor liability forgiveness, net of asset transfers		-			2,200,929
Total operating expenses		3,803,079			4,442,835

Operating income (loss)		1,550,519			(4,235,576	)

Other income (expense):
Interest income (expense), net		(8,953	)		82
Foreign currency exchange loss		(14,315	)		-
Other, net		(6,613	)
Total other income (expense)		(29,881	)		82

Income (loss) before income taxes		1,520,638			(4,235,494	)

Income tax expense (benefit)		448,204			(11,216	)

Net income (loss)	$	1,072,434		$	(4,224,278	)
Allocation to participating preferred stock		(391,125	)		-
Net Income (loss) attributable to common stockholders		681,309			(4,224,278	)

Basic earnings (loss) per common share		0.12			(1.34	)
Diluted earnings (loss) per common share	$	0.10		$	(1.34	)

Weighted-average number of common shares outstanding:
Basic		5,622,077			3,159,061
Diluted		7,080,633			3,159,061

Net income (loss)	$	1,072,434		$	(4,224,278	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(9,400	)		-
Total comprehensive income (loss)	$	1,063,034		$	(4,224,278	)

Years Ended December 31, 2024 and 2023

	2024			2023
Net sales	$	639,893		$	26,106,271
Cost of goods sold		432,634			25,635,383
Gross profit		207,259			470,888
Operating expenses:
Selling and marketing		66,171			9,472,527
General and administrative		2,062,441			4,758,357
Research and development		113,294			3,446,595
Vendor liability forgiveness, net of asset transfers		2,200,929			-
Total operating expenses		4,442,835			17,677,479
Operating loss		(4,235,576	)		(17,206,591	)
Other income (expense):
Interest income		82			2,554
Interest expense		-			(385,952	)
Other, net		-			(1,316
Total other income (expense)		82			(384,714	)
Loss before income taxes		(4,235,494	)		(17,591,305	)
Income tax provision		11,216			42,619
Net loss	$	(4,224,278	)	$	(17,633,924	)
Basic and diluted net loss per share	$	(1.34	)	$	(8.65	)
Weighted average common and common equivalent shares:
Basic and diluted		3,159,061			2,038,461

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

F-46

~~FiEE~~FIEE, INC. AND SUBSIDIARIES

f/k/a

Minim, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

	Preferred Stock				Common Stock				AdditionalPaid In			Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Shares		Amount		Capital			Deficit			~~Total~~Income			Total
Balance at December 31, 2022		-	$	-		1,877,970	$	469,492	$	90,710,030		$	(74,834,854	)	$	16,344,668
Balance at December 31, 2023		-	$	-		2,789,020	$	27,890	$	92,556,805		$	(92,469,735	)	$	957		$	115,917
Net loss		-		-		-		-		-			(174,~~633~~224,~~924~~278	)		~~(17,633,924~~-	)		(4,224,278	)
Stock option exercises		-		-		176,707		4,062		(4,062	)		-			-
Preferred stock issuance		2,305,357		1,639,779		-		-		-			-			-			1,639,779
Common stock issued in exchange for debt conversion		-		-		734,343		7,343		1,118,435			-			1,125,778
Issuance of warrants		-		-		-		-		1,441,427			-			-			1,441,427
Stock-based compensation		-		-		-924,772		-9,248		~~279~~887,~~395~~915			-			~~279,395~~-			897,163
Balance at December 31, 2023		-		-		2,789,020		480,897		92,103,798			(92,468,778	)		115,917
Balance at December 31, 2024		2,305,357	$	1,639,779		3,713,792	$	37,138	$	94,886,147		$	(96,694,013	)	$	957		$	(129,992	)
Net loss		-		-		-		-		-			(4,224,278	)		(4,224,278	)
Net income		-		-		-		-		-			1,072,434			-			1,072,434
Preferred stock issuance		2,305,357		1,639,779		-		-		-			-			1,639,779
Foreign currency translation		-		-		-		-		-			-			(9,400	)		(9,400	)
Issuance of warrants		-		-		-		-		1,441,427			-			1,441,427
Issuance of warrants for service		-		-		-		-		1,074,716			-			-			1,074,716
Stock-based compensation		-		-		~~924,772~~-		~~9,248~~-		~~887~~122,~~915~~667			-			~~897,163~~-			122,667
Balance at December 31, 2024		2,305,357	$	1,639,779		3,713,792	$	490,145	$	94,433,140		$	(96,693,056	)	$	(129,992	)
Common Stock Issuance		-		-		2,582,169		25,822		4,124,178			-			-			4,150,000
Conversion of Convertible Note		-		-		1,235,814		12,358		296,595			-			-			308,953
Warrants exercised		-		-		402,347		4,023		(4,023	)		-			-			-
Balance December 31, 2025		2,305,357	$	1,639,779		7,934,122	$	79,341	$	100,500,280		$	(95,621,579	)	$	(8,443	)	$	6,589,378

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

F-57

~~FiEE~~FIEE, INC. AND SUBSIDIARIES

f/k/a

Minim, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

	2024			2023
	2025			2024
Cash flows provided by (used in) operating activities:
Cash flows from operating activities:
Net loss	$	(4,224,278	)	$	(17,633,924	)
Net income (loss)	$	1,072,434		$	(4,224,278	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		~~347~~441,~~671~~434			~~612~~347,~~138~~671
Amortization of right-of-use assets		2249,~~512~~912			~~150~~22,~~968~~512
Amortization of debt issuance costs		-			29,845
Non-cash interest expense		8,953			-
Stock-based compensation		~~897~~122,~~163~~667			~~279~~897,~~395~~163
Provision for (recovery of) credit losses		(312,983	)		174,652
Issuance of warrants for service		1,074,716			-
Vendor liability forgiveness, net of asset transfers		2,200,929			-
Loss on disposal of fixed assets		6,613			-
Provision for accounts receivable allowances		-			(312,983	)
Vendor liability forgiveness, net of asset transfers		-			2,200,929
Changes in operating assets and liabilities:
Accounts receivable		1(588,~~014,360~~915	)		1,~~882~~014,~~377~~360
Inventories		404,299			15,462,559
Other receivable		(1,145,125	)		-
Prepaid expenses and other current assets		(98,990	)		324,963
Inventories		-			404,299
Other assets		33,384			53,458
Prepaid expenses and other current assets		(26,737	)		(98,990	)
Accounts payable		(3,249,333	)		8,306,503
Other assets		(59,435	)		33,384
Accrued expenses		(784,230	)		(3,237,131	)
Accounts payable		217,927			(3,249,333	)
Deferred revenue		-			(1,405,280	)
Contract liabilities		1,497,721			-
Operating lease liabilities		(22,512	)		(150,968	)
Income tax payable		446,666			-
Net cash provided by (used in) operating activities		(3,772,008	)		4,849,555
Accrued expenses and other current liabilities		568,354			(784,230	)
Cash flows provided by (used in) investing activities:
Operating lease liabilities		(50,565	)		(22,512	)
Purchases of equipment		-			(162,270	)
Net cash provided by (used in) operating activities		3,636,620			(3,772,008	)
Sales or property and equipment		11,642
Cash flows from investing activities:
Certification costs incurred and capitalized		-			(219,595	)
Purchase of property, equipment and software		(186,095	)		-
Net cash provided by (used in) investing activities		11,642			(381,865	)
Sales or property and equipment		-			11,642
Cash flows provided by (used in) financing activities:
Asset acquisition - Yixuntong (Note 4)		(1,200,000	)		-
Net repayment on the bank credit line		-			(4,788,478	)
Asset acquisition - HGK, net of cash acquired (Note 4)		(3,487,304	)		-
Proceeds from preferred stock issuance		3,081,206			-
Net cash (used in) provided by investing activities		(4,873,399	)		11,642
Net cash provided by (used in) financing activities		3,081,206			(4,788,478
Cash flows from financing activities:
Net change in cash, cash equivalents, and restricted cash		(679,160	)		(320,788	)
Proceeds from preferred stock issuance		-			3,081,206
Cash, cash equivalents, and restricted cash - Beginning		709,322			1,030,110
Proceeds from the issuance of common stock		4,000,000			-
Cash, cash equivalents, and restricted cash - Ending	$	30,162		$	709,322
Proceeds from the issuance of convertible note		300,000			-
Net cash provided by financing activities		4,300,000			3,081,206
Effect of foreign exchange rate changes on cash		(8,922	)		-
Net change in cash		3,054,299			(679,160	)
Cash - Beginning		30,162			709,322
Cash - Ending	$	3,084,461		$	30,162
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	-		$	~~238,329~~-
Income taxes	$	~~11,125~~-		$	4211,~~619~~125
Supplemental disclosures of non-cash investing and financing activities:
Non-cash common stocks issued that were recognized in deferred offering costs	$	150,000		$	-
Settlement of convertible note to equity	$	308,953		$	-
Obtaining right-of-use assets in exchange for operating lease liability	$	82,600		$	-
Purchase of property, equipment and software through increase in other payables	$	89,354		$	-
Asset acquisition through increase in other payables	$	204,969		$	-

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

F-68

~~FiEE~~FIEE, INC. AND SUBSIDIARIES

f/k/a

Minim, Inc.

Notes to Consolidated Financial Statements

Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

(1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION

FiEE, Inc. (formerly, Minim, Inc.) ~~and~~was ~~its~~founded ~~wholly~~in ~~owned~~1977 ~~subsidiaries,~~as ~~MME~~a ~~Sub~~networking 1company ~~LLC, Cadence Connectivity, Inc., MTRLC LLC,~~ and ~~Minim~~pivoted ~~Asia~~into ~~Private~~delivering ~~Limited,~~intelligent ~~are~~software ~~herein collectively referred~~ to asprotect ~~“FiEE”~~and orimprove the ~~“Company”.~~WiFi ~~The~~connections ~~Company~~we ~~formerly~~depend ~~delivered~~on ~~intelligent~~to ~~networking~~work, ~~products~~learn, ~~that reliably~~ and ~~securely connected homes and offices around the world~~live. WeFiEE ~~were~~held the exclusive global license ~~holder~~ to ~~the~~design, ~~Motorola~~manufacture, ~~brand~~and ~~for~~sell ~~home~~consumer networking ~~hardware~~products under the Motorola brand until 2023. ~~The~~Our ~~Company~~cable ~~designed~~ and ~~manufactured~~WiFi products, ~~including~~with ~~cable~~an ~~modems,~~intelligent ~~cable~~operating ~~modem/routers,~~system ~~mobile~~and ~~broadband~~bundled ~~modems,~~mobile ~~wireless routers~~app, ~~Multimedia~~were ~~over~~sold ~~Coax~~in ~~(“MoCA”)~~leading ~~adapters~~retailers and ~~mesh~~e-commerce ~~home~~channels ~~networking~~in ~~devices~~the United States (“U.S.”). Our ~~former~~ AI-driven cloud software platform and applications ~~made~~make network management and security simple for home and business users, as well as the service providers that ~~assisted~~assist them—leading to higher customer satisfaction and decreased support burden.

On February 27, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from Minim, Inc. to FiEE, Inc., effective as of February 27, 2025.

~~Merger~~FiEE, ~~Agreement~~Inc. ~~with~~and e2its ~~Companies~~wholly owned subsidiaries—FiEE (HK) Limited (incorporated in March 2025), Houren-Geiju Kabushikikaisha (acquired in November 2025), MTRLC LLC, and Minim Asia Private Limited—are herein collectively referred to as “FiEE” or the “Company.”

OnWe ~~March 12,~~continue ~~2024,~~to ~~the “Company”,~~grow and ~~its~~expand ~~wholly~~our ~~owned~~operations ~~subsidiary,~~as ~~MME~~a ~~Sub~~digital 1service ~~LLC,~~provider afocused ~~Florida~~on ~~limited~~integrating ~~liability~~AI ~~company~~and ~~(“Merger~~data ~~Sub”), formed~~analytics ininto ~~March 2024,~~content ~~entered~~creation ~~into~~and anbrand ~~Agreement~~management. ~~and~~We ~~Plan~~offer a range of ~~Merger~~SaaS ~~(“Merger~~solutions ~~Agreement”)~~through ~~with~~a ~~e2Companies~~cloud-based ~~LLC~~platform designed to support our clients in developing, amanaging, ~~Florida limited~~and ~~liability~~optimizing ~~company~~their ~~(“e2Companies”).~~digital ~~The~~presence ~~Merger~~across ~~Agreement~~global ~~did~~platforms, ~~not~~including ~~close~~customized bygraphic ~~the~~and ~~end~~posts, ~~date~~short videos, and aseditorial ~~such~~calendars aligned with brand goals. Additionally, bywe ~~the~~offer ~~terms~~comprehensive ~~of the~~software ~~agreement~~development and maintenance services, indelivering ~~July~~custom ~~2024~~software itsolutions ~~terminated~~from ofsystem ~~its~~design ~~own~~and ~~accord~~development to deployment and post-launch maintenance.

~~Going~~On ~~Concern~~November 30, 2025, we completed the acquisition of Houren-Geiju Kabushikikaisha (“HGK”), a Japanese technology company specializing in digital authentication services for artworks, leveraging AI and blockchain technology to provide artwork authentication, certification, and display services for individual and corporate clients. This acquisition introduces AI image recognition and blockchain authentication technologies to the Company’s service portfolio, further bolstering our technological capabilities and optimizing our comprehensive brand management solutions for customers.

The Company’s consolidated financial statements as of December 31, 2024 were prepared under the assumption that the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, as of December 31, 2024, substantial doubt exists about the Company’s ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations, and our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce or contain expenditures and increase revenues. As of December 31, 2024, the Company had cash and cash equivalents of $30 30,162 thousand and during the year ended December 31, 2024, the Company recorded a net loss of $4.2 million. The Company will require additional liquidity to continue operations beyond the next 12 months.

The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include but are not limited to equity offerings, debt financings, and cost reductions. However, given a variety of external factors, the Company may not be able to access further equity or debt financing when needed. The Company may engage in cost-cutting measures in an attempt to extend its cash resources. The Company may explore sale or merger of its operations. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. As referred in Note 12 on March 25, 2025, the Company entered into a non-binding letter of intent (“LOI”) with Hongyan Sun and Lin Lin (collectively, the “Sellers”), pursuant to the terms of which the Sellers will transfer 100% of their equity interests in Suzhou Yixuntong Network Technology Co., Ltd. (“Target Company”) to the Company (the “Potential Transaction”). Upon the signing of this LOI, the Target Company and the Sellers shall (i) grant the access of the Target Company’s service ports to the Company; (ii) connect the Company to the Target Company’s Software as a Service platform; (iii) and work with the Company to ensure it can carry out the Multi-Channel Network business in the second quarter of 2025. The Company and the Sellers expect to complete the Potential Transaction as soon as reasonably practicable, but in no event later than six (6) months after signing of the LOI (the “Long-Stop Date”). If the Potential Transaction is successfully executed, the Company anticipates generating revenues that will convert to operational cash while managing expenses in relation to those revenues.

The Company’s consolidated financial statements as of December 31, 2024, do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. If the Company is unable to raise additional capital and is therefore unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its consolidated financial statements, and it is likely that investors will lose all or part of their investment.

F-7

Liquidity

The Company’s operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the year ended December 31, 2024, the Company incurred a net loss of $4.2 4,224,278 million, and used cash in operations of $4.2 3,772,008 million, which was offset by $3.5 million in combined generation of cash from financing activities. As of December 31, 2024, the Company had an accumulated deficit of $96.7 96,693,056 million and cash and cash equivalents of $30 thousand. The Company will continue to monitor its costs in relation to its sales and adjust its cost structure accordingly.

Basis of Presentation

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the ~~United~~U.S. ~~States~~(U.S. GAAP) and applicable rules and regulations of ~~America~~the (U.S. ~~GAAP~~Securities and Exchange Commission (“SEC”) regarding financial reporting. The consolidated financial statements of the Company include the accounts of FiEE Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation.

Certain amounts in the consolidated financial statements and associated notes may not add up due to rounding. All percentages have been calculated using unrounded amounts.

On April 17, 2023, the Company effected a 25:1 reverse stock split for each share of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. These judgments, estimates and assumptions made by the Company include, but are not limited to revenue recognition, expected credit losses; contract liabilities ~~(sales returns)~~; valuation allowance for deferred income tax assets; ~~write-downs~~fair value of ~~inventory~~acquired ~~for~~assets; ~~slow-moving~~valuation ~~and~~of ~~obsolete~~warrants ~~items~~ and stock-based compensation. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results may differ from those estimates under different assumptions or conditions and the differences may be material.

Foreign Currencies

The Company’s reporting currency is the U.S. dollar. The Company generates a portion of its revenues in markets outside North America principally in transactions denominated in foreign currencies, which exposes the Company to risks of foreign currency fluctuations. Foreign currency transaction gains (losses) are included in the consolidated statements of operations under other income (expense).

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2024 and 2023, the Company’s cash equivalents were held in institutions in the U.S. and include deposits in higher-interest bank accounts which were unrestricted as to withdrawal or use.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. Substantially all the Company’s cash and cash equivalents and restricted cash are held at one financial institution. The Company has not experienced any credit losses on its cash and cash equivalents through December 31, 2024 and has not experienced any credit losses as of the date of filing this Form 10-K

F-8

For the year ended December 31, 2024, two customers accounted for 10% or greater individually, and 96% in the aggregate of the Company’s total net sales. For the year ended December 31, 2023, two customers accounted for 10% or greater individually, and 80% in the aggregate of the Company’s total net sales. Accounts receivable are unsecured and the Company does not require collateral; however, the Company does assess the collectability of accounts receivable based on a number of factors, including past transaction history with, and the creditworthiness of, the customer. Accordingly, the Company is exposed to credit risk associated with accounts receivable. At December 31, 2024, the Company did not have outstanding accounts receivable from its customers. At December 31, 2023, one customer with an accounts receivable balance of 10% or greater individually accounted for 96% of the Company’s accounts receivable. To reduce risk, the Company closely monitors the amounts due from its customers and assesses the financial strength of its customers through a variety of methods that include, but are not limited to, engaging directly with customer operations and leadership personnel, visiting customer locations to observe operating activities, and assessing customer longevity and reputation in the marketplace. As a result, the Company believes that its accounts receivable credit risk exposure is limited.

The Company depends on many third-party suppliers for key components contained in its product offerings. For some of these components, the Company may only use a single source supplier, in part due to the lack of alternative sources of supply. During 2024, the Company did not have vendor concentrations exceeding 10% of its purchases. During 2023, the Company had one supplier that provided 86% of the Company’s purchased inventory.

Accounts Receivable, Net

Accounts receivable are recorded at invoice value, net of any allowance for doubtful accounts that are based on credit losses. Estimates of the allowance for doubtful accounts are determined based on existing contractual payment terms, historical payment patterns of customers, and individual customer circumstances. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the failure or inability of its customers to make required payments. In determining the allowance for doubtful accounts, the Company considers the probability of recoverability of its accounts receivable based on past experience, taking into account current collection trends as well as general economic factors. Credit risks are assessed based on historical write-offs, net of recoveries, as well as analysis of the aged accounts receivables balances with allowances generally increasing as the receivables age.

Inventories

Inventories are stated at the lower of cost, or net realizable value. Cost is determined using the weighted average cost method, which approximates actual costs as determined on a first-in, first-out basis. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based on the Company’s estimate of demand for its products, potential obsolescence of technology, product life cycles and whether pricing trends or forecasts indicate that the carrying value of inventory exceeds its estimated selling price. These factors are impacted by market and economic conditions, technology changes and new product introductions and require significant estimates that may include elements that are uncertain. Actual demand may differ from forecasted demand and may have a material effect on gross profit. If inventory is written down, a new cost basis is established that cannot be increased in future periods. The carrying value of inventories is reduced for any difference between cost and net realizable value of inventories that is determined to be obsolete or unmarketable, based upon assumptions about future demand and market conditions.

Equipment, net

Equipment is stated at cost, net of accumulated depreciation. Depreciation is generally computed using the straight-line method based on the estimated useful lives of the assets, which is generally three to five years. Maintenance and repairs are charged to expense as incurred. Significant improvements that substantially enhance the useful life of an asset are capitalized and depreciated. When assets are retired or disposed of, the cost together with related accumulated depreciation is removed from the balance sheet and any resulting gain or loss is reflected in the Company’s statements of operations in the period realized.

F-9

~~Intangible Asset and Long-Lived Assets~~Liquidity

~~Intangible~~The ~~asset~~Company’s isoperations ~~comprised~~have historically been financed through the issuance of ~~purchased~~common ~~technology~~stock ~~(web~~and ~~domain)~~preferred stock. Since inception, the Company has incurred significant losses and negative cash flows from operations. The Company began generating operating profit in the fourth quarter of 2025. During the year ended December 31, 2025, the Company reported a net income of $1.1 million, a positive working capital of $2.4 million and an increase in cash of $3.1 million. The increase in cash was primarily attributable to $3.6 million of cash provided by operating activities and $4.3 million of cash provided by financing activities, partially offset by $4.9 million of cash used in investing activities. As of December 31, 2025, the Company had an accumulated deficit of $95.6 million and a cash of $3.1 million. Although the Company generated net income, a positive working capital and operating cash flows during 2025 following changes in management and business strategy, the Company has incurred significant losses in prior years and has a limited operating history of profitability. These conditions raise substantial doubt about the Company’s ~~intangible~~ability ~~asset~~to iscontinue ~~amortized~~as ~~using~~a going concern one year from the ~~straight-line~~date ~~method~~the ~~over~~consolidated ~~their~~financial ~~estimated~~statements ~~useful~~were ~~life~~issued. The Company will strengthen its liquidity and expand its access to capital through public offering of common stock and related private placements.

The Company’s ~~reviews~~consolidated ~~long-lived~~financial ~~assets~~statements ~~for~~as ~~impairment~~of ~~whenever~~December 31, ~~events~~2025, ordo ~~changes~~not ininclude ~~business~~any ~~circumstances~~adjustments ~~indicate~~to ~~that~~ the carrying ~~amount~~amounts ofand ~~the~~classification ~~assets may not be fully recoverable or that the useful lives~~ of ~~these~~ assets, ~~are~~liabilities, noand ~~longer~~reported ~~appropriate.~~expenses ~~Each~~that ~~impairment~~may ~~test~~be isnecessary ~~based~~if ~~on a comparison of~~ the ~~undiscounted~~Company ~~cash~~were ~~flows~~unable ~~estimated~~ to becontinue ~~generated~~as bya ~~those~~going ~~assets~~concern. ~~over~~If ~~their~~the ~~estimated~~Company ~~economic~~is ~~life~~unable to ~~the~~raise ~~related~~additional ~~carrying~~capital ~~value~~and ofis ~~those~~therefore ~~assets~~unable to ~~determine~~continue ifas ~~the~~a ~~assets~~going ~~are impaired. If an impairment is indicated~~concern, ~~the~~it ~~asset~~may ishave ~~written down~~ to liquidate its ~~estimated~~assets ~~fair~~and ~~value.~~may ~~The~~receive ~~cash~~less ~~flow~~than ~~estimates~~the ~~used~~value toat ~~identify~~which ~~the~~those ~~potential~~assets ~~impairment~~are ~~reflect~~carried ~~our~~on ~~best~~its ~~estimates~~consolidated ~~using~~financial ~~appropriate~~statements, ~~assumptions~~ and ~~projections~~it atis likely that ~~time.~~investors Inwill ~~evaluating~~lose ~~potential~~all ~~impairment~~or ofpart ~~these assets, we specifically consider whether any indicators~~ of ~~impairment~~their ~~are present, including, but not limited to:~~investment.

●(2) ~~whether~~SUMMARY ~~there~~OF ~~has~~SIGNIFICANT ~~been~~ACCOUNTING a significant adverse change in the business climate that affects the value of an asset: ● whether there has been a significant change in the extent or way an asset is used; and ● whether there is an expectation that the asset will be sold or disposed of before the end of its originally estimated useful life.POLICIES

AsFunctional ~~of December 31, 2024, the Company has fully amortized its intangible asset.~~Currency

~~Leases~~The functional currency of FiEE (HK) Limited is the Hong Kong dollar (HKD). The functional currency of HGK (Japanese entity) is the Japanese Yen (JPY). Foreign currency transactions are translated into their respective functional currencies using exchange rates at the transaction dates, while monetary assets and liabilities denominated in foreign currencies are remeasured at period-end rates. The functional currency of all other entities of the Company is U.S. Dollar (USD), the same as the reporting currency.

~~The~~Assets ~~Company~~and ~~determines~~liabilities ifof anthe ~~arrangement~~Company isdenominated ain ~~lease~~functional atcurrency ~~inception~~other bythan ~~assessing~~USD ~~whether~~are ~~the~~translated ~~arrangement~~into ~~contains~~USD anat ~~identified~~fiscal ~~asset~~year-end ~~and~~exchange ~~whether~~rates. itEquity ~~has~~accounts ~~the~~other ~~right~~than toearnings ~~control~~generated in the ~~identified~~current ~~asset.~~period ~~Right-of-use~~are ~~(ROU)~~translated ~~assets~~into ~~represent~~USD at the ~~Company’s~~appropriate ~~right~~historical torates. ~~use~~The anresults ~~underlying~~of ~~asset~~operations ~~for the lease term~~ and ~~lease liabilities represent~~ the ~~Company’s~~statements ~~obligation~~of tocash ~~make~~flows ~~lease~~denominated ~~payments~~in ~~arising~~functional ~~from~~currency ~~the~~other ~~lease.~~than ~~Lease~~USD ~~liabilities~~ are ~~recognized~~translated atinto ~~the~~USD ~~lease~~at ~~commencement date based on~~ the ~~present~~average ~~value~~exchange ofrates ~~future~~during ~~lease payments over~~ the ~~lease~~reporting ~~term~~period. ~~ROU~~Translation ~~assets~~adjustments ~~are~~arising ~~based~~from onthese ~~the~~are ~~measurement~~reported ofas ~~the~~cumulative ~~lease~~translation ~~liability~~adjustments and ~~also~~are ~~include~~shown ~~any~~as ~~lease~~a ~~payments~~separate ~~made~~component ~~prior~~of toaccumulated orother oncomprehensive ~~lease~~income ~~commencement~~(loss) ~~and~~in ~~exclude~~the ~~lease~~consolidated ~~incentives~~statements ~~and~~of ~~initial~~changes ~~direct~~in ~~costs~~stockholders’ ~~incurred,~~equity ~~as applicable~~(deficit).

As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease terms may include options to extend or terminate the lease when the Company is reasonably certain it will exercise such options. Lease costs for the Company’s operating leases are recognized on a straight-line basis over the reasonably assured lease term. Variable lease payments include lease operating expenses. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense is included in general and administrative expenses on the consolidated statements of operations.Cash

The Company ~~has~~considers ~~elected~~all tohighly ~~not~~liquid ~~separate~~investments ~~lease~~purchased ~~and~~with ~~non-lease~~an ~~components~~original ~~for~~maturity ~~any leases within its existing classes~~ of ~~assets~~three ~~and,~~months asor aless ~~result,~~at ~~accounts~~the ~~for~~date ~~any~~of ~~lease~~purchase ~~and~~to ~~non-lease~~be ~~components~~cash ~~as a single lease component~~equivalents. ~~The~~As ~~Company has also elected to not apply the recognition requirement to any leases within its existing classes~~ of ~~assets~~December ~~with~~31, a2025 ~~term of 12 months or less~~ and ~~does~~2024, ~~not include an option to purchase~~ the ~~underlying asset that the~~ Company ishad ~~reasonably~~no ~~certain~~cash ~~to exercise~~equivalents.

~~Other~~The ~~Assets~~Company maintains cash balances with financial institutions located in the U.S., and Japan, as well as in Hong Kong with a non-bank payment service provider used to facilitate international payment transactions. Cash balances held in financial institutions in the U.S. are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to applicable limits, while balances held in other jurisdictions may be subject to different regulatory protections. In addition, balances held with the non-bank payment service provider are not insured by the FDIC or similar government agencies. The Company has not experienced any credit losses on its cash account through December 31, 2025 and believes it is not exposed to significant credit risk with respect to these balances.

Other assets are stated at cost, less accumulated amortization, and primarily include certain certification costs and long-term insurance policies. Certain certification costs incurred that are necessary to market and sell products are capitalized and reported as “other assets” in the accompanying consolidated balance sheets when the costs are measurable, significant, and relating to products that are projected to generate revenue beyond twelve months. These costs are amortized over an 18- month period, beginning when the related products are available to be sold. As of December 31, 2024 and 2023, the balance outstanding for certifications costs, net of accumulated amortization, was $0 thousand and $417 thousand, respectively.

F-10

~~The~~Accounts long-term insurance policies are amortized over the term of the coverage period. As of December 31, 2024 and 2023, the balance outstanding for long-term insurance policies, net of accumulated amortization, was $22 thousand and $47 thousand, respectively.Receivable

~~Income~~Accounts ~~Taxes~~receivable are recorded at invoice value, net of any allowance for credit losses. The Company’s accounts receivable were $2,110,715 and $0 as of December 31, 2025 and 2024, respectively. The balance as of December 31, 2025 consisted primarily of trade receivables acquired in connection with the purchase of HGK, and trade receivables from software services provided during the year.

WeThe ~~compute~~allowance ~~deferred~~for ~~income~~credit ~~taxes~~losses ~~based~~is onestimated ~~the~~using ~~differences~~a ~~between~~forward-looking ~~the~~expected ~~financial~~credit ~~statement~~loss ~~and~~model ~~tax~~that ~~basis~~considers ofavailable ~~assets~~information ~~and~~about ~~liabilities~~past ~~using~~events, ~~enacted~~current ~~rates~~conditions, inand ~~effect~~reasonable inand ~~the~~supportable ~~years~~forecasts inof ~~which~~future ~~the~~economic ~~differences~~conditions. ~~are~~Given ~~expected~~that toall ~~reverse.~~accounts Wereceivable ~~establish~~as aof ~~valuation~~December ~~allowance~~31, to2025 ~~offset~~were ~~temporary~~originated ~~deductible~~during ~~differences,~~2025 ~~net~~following ~~operating~~the ~~loss~~Company’s ~~carryforwards~~business ~~and~~transformation, ~~tax~~limited ~~credits~~historical ~~when~~payment itdata is ~~more~~available. ~~likely~~The ~~than~~Company ~~not~~assesses ~~that~~credit risk based on the ~~deferred~~age ~~tax~~of ~~assets~~receivables, ~~will~~customer ~~not~~creditworthiness, beestimated ~~realized~~future economic conditions and their impact on the customer’s financial capabilities.

WeBased ~~recognize~~on ~~the~~management’s ~~tax~~assessment, ~~benefit~~and ~~from~~ongoing ancollection ~~uncertain~~efforts, ~~tax~~the ~~position~~Company ~~only~~believes ~~if it is more-likely-than-not~~ that ~~the~~all ~~tax~~outstanding ~~position~~receivables ~~will~~are befully ~~sustained~~collectible ~~upon~~in ~~examination~~2026. byNo ~~the~~allowance ~~taxing~~for ~~authorities,~~credit ~~based~~losses onwas ~~the~~recorded ~~technical~~as ~~merits~~ of ~~the~~December ~~tax~~31, ~~position~~2025. The ~~evaluation~~amount ofreceived anin ~~uncertain~~subsequent ~~tax~~period ~~position~~ is ~~based~~$613 onthousand ~~factors~~before ~~that include, but are not limited to, changes in~~ the ~~tax~~consolidated ~~law,~~financial ~~the~~statements ~~measurement~~were ofissued. ~~tax~~The ~~positions~~Company ~~taken~~will orcontinue ~~expected~~ to bemonitor ~~taken in tax returns,~~ the ~~effective~~aging ~~settlement~~ of ~~matters~~receivables ~~subject to audit,~~ and ~~changes~~customer inpayment ~~facts~~patterns ~~or circumstances related to a tax position. Any changes to these estimates, based on the actual results obtained~~ and~~/or~~ awill ~~change~~establish inan ~~assumptions,~~allowance ~~could~~if ~~impact our tax provision in~~ future ~~periods.~~conditions ~~Interest~~indicate ~~and~~that ~~penalty~~expected ~~charges,~~credit iflosses ~~any,~~may ~~related to unrecognized tax benefits would be classified as a provision for income tax in the consolidated statements of operations~~occur.

~~Loss~~Deferred ~~Per~~Offering ~~Common Share~~Costs

~~Basic~~Offering ~~loss~~costs ~~per~~directly ~~share~~attributable isto ~~computed~~a bypotential ~~dividing~~private ~~income~~offering ~~available~~of toequity ~~common~~securities ~~shareholders~~are byaccounted ~~the~~for ~~weighted~~in ~~average~~accordance ~~number~~with ofAccounting ~~common~~Standards ~~shares~~Codification ~~outstanding.~~(“ASC”) ~~Diluted~~340-10-S99-1 ~~earnings~~and ~~per~~the ~~share~~SEC isStaff ~~computed~~Accounting byBulletin ~~dividing~~(“SAB”) ~~income~~Topic ~~available~~5.A to– ~~common~~Expenses ~~shareholders~~of byOffering. ~~the~~The ~~weighted~~Company’s ~~average~~offering ~~number~~costs primarily consist of ~~common~~commitment ~~shares~~fees ~~outstanding~~incurred ~~plus~~through ~~additional~~the ~~common~~balance ~~shares~~sheet ~~that~~date, ~~would~~which have been ~~outstanding~~deferred ifand ~~dilutive~~recorded ~~potential~~as ~~common~~a ~~shares~~non-current asset, as the offering had not been ~~issued.~~completed ~~For~~as of the ~~purposes~~reporting date. As of ~~this~~December ~~calculation~~31, ~~stock~~2025, ~~options~~the ~~are~~Company ~~considered~~had ~~common~~$150,000 ~~stock~~in ~~equivalents~~deferred inoffering ~~periods~~costs inrelated to the Helena Purchase Agreement (see Note 12), which ~~they~~were ~~have~~included in other assets. Upon successful completion of the private offering, such costs will be charged against the proceeds and recorded as a ~~dilutive~~reduction ~~effect~~to stockholders’ equity. ~~Stock~~If ~~options~~the ~~that~~offering ~~are~~is ~~antidilutive~~ultimately ~~are~~unsuccessful ~~excluded~~or ~~from~~abandoned, the ~~calculation~~deferred offering costs will be expensed in the period in which the offering is terminated.

~~Net loss per share for the year ended December 31~~Property, ~~2024~~Equipment and ~~2023, respectively, are as follows:~~Software

Schedule of net income (loss) per share
	Years endedDecember 31,
	2024			2023
Numerator:
Net loss	$	(4,224,278	)	$	(17,633,924	)
Denominator:
Weighted average common shares - basic		3,159,061			2,038,461
Effect of dilutive common share equivalents		-			-
Weighted average common shares - dilutive		3,159,061			2,038,461
Basic and diluted net loss per share	$	(1.34	)	$	(8.65	)

Property, equipment and software primarily consisted of equipment, vehicles, and internal-use software customized by a vendor, which are stated at cost, and are depreciated or amortized on a straight-line basis over their estimated useful lives, which is generally three to five years. Maintenance and repairs are charged to expense as incurred. Significant improvements that substantially enhance the useful life of an asset are capitalized and depreciated. When assets are retired or disposed of, the cost together with related accumulated depreciation is removed from the balance sheet and any resulting gain or loss is reflected in the Company’s statements of operations in the period realized. Costs incurred to develop internal-use software are capitalized only during the application development stage.

Diluted loss per common share for the years ended December 31, 2024 and 2023 excludes the effects of 5,536,126 and 0 common share equivalents, respectively, since such inclusion would be anti-dilutive. The common share equivalents consist of shares of common stock issuable upon exercise of outstanding stock options.


Category		Estimated useful life
Internal use software		3 years
Equipment		3-5 years
Vehicles		5 years

~~Revenue~~Intangible ~~Recognition~~Assets

~~The~~Intangible ~~Company~~assets primarily ~~sold~~consisted ~~hardware~~of ~~products~~acquired togroup ~~its~~of ~~customers.~~proprietary ~~The~~software, ~~hardware~~which ~~products~~are ~~included~~stated ~~cable~~at ~~modems~~cost and ~~gateways,~~are ~~mobile~~amortized ~~broadband~~on ~~modems,~~a ~~wireless~~straight-line ~~routers,~~basis ~~MoCA~~over ~~adapters~~their ~~and~~estimated ~~mesh~~useful ~~home networking devices~~lives. The ~~Company~~estimated ~~derived~~useful ~~its~~life ~~net sales primarily from the sales~~ of ~~hardware products to computer peripherals retailers, computer product distributors, OEMs, and direct to consumers and other channel partners via~~ the ~~Internet. The~~ Company’s ~~accounts~~intangible ~~for~~assets ~~point-of-sale~~is ~~taxes~~3 ~~on a net basis~~years.

F-11

~~The~~Impairment ~~Company~~of ~~also sold and earned revenues from Software as a Service (“SaaS”), including services that enabled and secured a better~~Long-~~connected~~Lived ~~home with the AI-driven smart home WiFi management and security platform. Customers did not have the contractual right or ability to take possession of the hosted software.~~Assets

The Company ~~concluded~~reviews long-lived assets, including property, equipment, software, and intangible assets, for impairment whenever events or changes in circumstances indicate that ~~transfer~~the carrying amount of ~~control~~an asset may not be recoverable. Recoverability of ~~its~~assets ~~hardware~~to ~~products~~be ~~transfers~~held and used is measured by a comparison of the carrying amount of an asset to the ~~customer~~future ~~upon~~undiscounted ~~shipment~~cash orflows ~~delivery~~expected to be generated by the asset. If such assets are considered to be impaired, ~~depending~~the onimpairment recognized is measured by the ~~delivery~~amount ~~terms~~by which the carrying amount of the ~~purchase~~assets ~~agreement.~~exceeds ~~Revenues~~the ~~from~~fair ~~sales~~value of ~~hardware~~the ~~products~~assets. ~~are~~No impairment of long-lived assets was recognized atfor athe ~~point~~years inended ~~time~~December ~~upon~~31, ~~transfer~~2025 ofand ~~control~~2024.

~~The~~Assets SaaS agreements were offered over a defined contract period, generally one year, and were sold to Internet service providers, who then promoted the services to their subscribers. These services were available as an on-demand application over the defined term. The agreements included service offerings, which deliver applications and technologies via cloud-based deployment models that the Company developed functionality for, provided unspecified updates and enhancements for, and hosts, manages, provided upgrade and support for the customers’ access by entering into solution agreements for a stated period. The monthly fees charged to the customers were based on the number of subscribers utilizing the services each month, and the revenue recognized generally corresponded to the monthly billing amounts as the services were delivered.Acquisition

~~Multiple~~The ~~Performance~~Company ~~Obligations~~evaluates acquisitions of entities or assets to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If this screen criterion is met, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in an asset acquisition. Any consideration in excess of net assets acquired is allocated to acquired nonfinancial assets on a relative fair value basis.

~~The~~Fair ~~Company~~Market had hardware products that included SaaS services as a bundled product. The Company accounts for these sales in accordance with the multiple performance obligation guidance of ASC Topic 606. For multiple performance obligation contracts, the Company accounts for the promises separately as individual performance obligations if they are distinct. Performance obligations are determined to be distinct if they are both capable of being distinct and distinct within the context of the contract. In determining whether performance obligations meet the criteria of being distinct, the Company considers a number of factors, such as degree of interrelation and interdependence between obligations, and whether or not the good or service significantly modifies or transforms another good or service in the contract. SaaS included with certain hardware products is considered distinct from the hardware, and therefore the hardware and SaaS offerings are treated as separate performance obligations.Value

~~After~~The ~~identifying~~Company ~~the~~complies ~~separate~~with ~~performance~~ASC ~~obligations~~820, ~~the~~“Fair ~~transaction~~Value ~~price~~Measurements isand ~~allocated~~Disclosures,” tofor ~~the~~its ~~separate~~financial ~~obligations~~assets onand aliabilities ~~relative~~that ~~standalone selling price basis (“SSP”). SSP’s~~ are ~~generally~~re-measured ~~determined~~and ~~based~~reported onat ~~the~~fair ~~prices~~value ~~charged~~at toeach ~~customers~~reporting ~~when~~period, ~~the~~and ~~performance~~non-financial ~~obligation~~assets ~~is sold separately or using an adjusted market assessment. The estimated SSP of the hardware~~ and ~~SaaS~~liabilities ~~offerings~~that are ~~directly~~re-measured ~~observable from the sales of those products~~ and ~~SaaS~~reported ~~based~~at onfair avalue ~~range~~at ofleast ~~prices~~annually.

~~Revenue~~Fair value is ~~recognized~~defined ~~for~~as ~~each~~the ~~distinct~~price ~~performance~~that ~~obligation~~would asbe ~~control~~received isfor ~~transferred~~sale toof ~~the~~an ~~customer.~~asset ~~Revenue~~or ~~attributable~~paid tofor ~~hardware~~transfer ~~products~~of ~~bundled~~a ~~with~~liability, ~~SaaS~~in ~~offerings~~an ~~are~~orderly ~~recognized~~transaction atbetween ~~the~~market ~~time~~participants ~~control~~at of the ~~product~~measurement ~~transfers~~date. toGAAP ~~the~~establishes ~~customer.~~a ~~The~~three-tier ~~transaction~~fair ~~price~~value ~~allocated~~hierarchy, towhich prioritizes the ~~SaaS~~inputs ~~offering~~used isin ~~recognized~~measuring ~~ratably~~fair ~~beginning~~value. ~~when~~The ~~the~~hierarchy ~~customer~~gives isthe ~~expected~~highest priority to ~~activate~~unadjusted ~~their~~quoted ~~account~~prices ~~and~~in ~~over~~active amarkets ~~three-year~~for ~~period~~identical ~~that~~assets ~~the~~or ~~Company~~liabilities ~~has~~(Level ~~estimated~~1 ~~based~~measurements) onand the ~~expected~~lowest ~~replacement~~priority ofto ~~the~~unobservable ~~hardware~~inputs (Level 3 measurements). These tiers include:

~~Other~~● ~~considerations~~Level of1, ~~ASC~~defined ~~606~~as ~~include~~observable ~~the~~inputs ~~following:~~such as quoted prices (unadjusted) for identical instruments in active markets;

● ~~Returned~~Level ~~Goods~~2, -defined ~~analyses~~as ofinputs ~~actual~~other ~~returned~~than ~~products~~quoted ~~are~~prices ~~compared to the product return estimates and historically have resulted~~ in ~~immaterial~~active ~~differences.~~markets ~~The Company has concluded~~ that ~~the process of estimating the return reserve represents a fair measure to adjust revenue. Returned goods~~ are aeither ~~form~~directly ofor ~~variable~~indirectly ~~consideration~~observable ~~and~~such ~~under ASC Topic 606 are estimated and recognized~~ as aquoted ~~reduction~~prices offor ~~revenue~~similar asinstruments ~~performance~~in ~~obligations~~active ~~are~~markets ~~satisfied~~or ~~(e.g.,~~quoted ~~upon~~prices ~~shipment~~for ofidentical ~~goods).~~or ~~The~~similar ~~sales~~instruments ~~returns~~in ~~accrual~~markets ~~was~~that $0are ~~thousand~~not ~~and~~active; ~~$578 thousand at December 31, 2024~~ and ~~2023, respectively.~~

● ~~Warranties~~Level -3, ~~the~~defined ~~Company~~as ~~does~~unobservable ~~not~~inputs ~~offer~~in ~~its~~which ~~customers~~little aor ~~separate~~no ~~warranty~~market ~~for~~data ~~purchase. Therefore~~exists, ~~there~~therefore isrequiring noan ~~separate~~entity ~~performance~~to ~~obligation.~~develop ~~The~~its ~~Company~~own ~~accrues for assurance-type warranties~~assumptions, ~~which~~such doas ~~not~~valuations ~~include~~derived ~~any~~from ~~additional~~valuation ~~distinct~~techniques ~~services~~in ~~other~~which ~~than~~one ~~the~~or ~~assurance~~more ~~that~~significant ~~the~~inputs ~~goods~~or ~~comply~~significant ~~with~~value ~~agreed-upon~~drivers ~~specifications.~~are ~~The warranty reserve was not material at December 31, 2024 and December 31, 2023~~unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Provision for income taxes consisted of current income taxes and deferred income taxes.

Current income taxes are provided for in accordance with the laws of the relevant tax authorities and calculated using tax rates that have been enacted as of the balance sheet date.

F-12

●Deferred ~~Price~~income ~~protection~~taxes -are ifprovided using assets and liabilities method, which requires the ~~Company~~recognition ~~reduces~~of deferred tax assets and liabilities for the ~~price~~expected onfuture ~~any~~tax ~~products~~consequences ~~sold~~of toevents that have been included in the ~~customer~~financial statements. Under this method, deferred tax assets and liabilities are determined on the ~~Company~~basis ~~will~~of ~~guarantee~~the andifferences ~~account~~between ~~credit~~financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the ~~price~~year ~~difference~~in ~~for~~which ~~all~~the ~~quantities~~differences ofare ~~that~~expected ~~product~~to ~~that~~reverse. Deferred tax assets are recognized to the ~~customer~~extent ~~still~~that ~~holds~~these assets are more likely than not to be realized. ~~Price~~In ~~protection~~making issuch ~~variable~~a determination, the management consider all positive and ~~under~~negative ~~ASC~~evidence, ~~Topic~~including ~~606~~future isreversals ~~estimated~~of ~~and~~projected ~~recognized~~future astaxable aincome ~~reduction~~and results of ~~revenue~~recent asoperation. ~~performance~~Deferred ~~obligations~~tax assets are ~~satisfied~~then ~~(e.g.~~reduced by a valuation allowance through a charge to income tax expense when, ~~upon~~in ~~shipment~~the opinion of ~~goods).~~management, ~~The~~it ~~price~~is ~~protection~~more ~~accrual~~likely ~~was~~than not ~~material~~that ata ~~December~~portion ~~31,~~of ~~2024~~or ~~and~~all ~~December~~of ~~31,~~the ~~2023~~deferred tax assets will not be realized.

●The ~~Volume~~Company ~~Rebates~~accounts ~~and~~for ~~Promotion~~uncertainty ~~Programs~~in -income ~~volume~~taxes ~~rebates~~recognized ~~are~~in ~~variable~~the ~~dependent~~financial ~~upon~~statements ~~the~~by ~~volume~~applying ofa ~~goods sold~~two-~~through~~step process to determine the ~~Company’s~~amount ~~customers~~of tothe ~~end-users~~benefit ~~and~~to ~~under~~be ~~ASC~~recognized. ~~Topic~~An ~~606~~uncertain ~~are~~tax ~~estimated~~position ~~and~~is recognized as a ~~reduction~~benefit ofonly ~~revenue~~if asit ~~performance~~is ~~obligations~~“more ~~are~~likely ~~satisfied~~than ~~(e.g.,~~not” ~~upon~~that ~~shipment~~the tax position would be sustained in a tax examination based solely on the technical merits of ~~goods)~~the position assuming a review by tax authorities having all relevant information. The ~~rebate~~amount ~~and~~of ~~promotion~~the ~~accrual~~benefits ~~was~~that ~~not~~may ~~material~~be atrecognized ~~December~~is ~~31,~~the ~~2024~~largest ~~and~~amount ~~2023,~~that ~~respectively~~has a greater than 50% likelihood of being realized upon ultimate settlement.

~~Contract~~Interest ~~Balances~~and penalties on income taxes will be classified as a component of the provisions for income taxes. The Company did not recognize any income tax due to uncertain tax position or incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2025 and 2024.

~~Accounts~~The ~~receivable~~Company isaccounts ~~recorded~~for ~~when~~Global ~~the~~Intangible ~~Company~~Low-Taxed ~~has~~Income an(“GILTI”) ~~unconditional~~in ~~right~~accordance towith ~~the~~ASC ~~consideration~~740. ~~When~~The ~~the timing of the~~ Company’s ~~delivery~~has ofelected ~~goods~~to oraccount ~~services~~for ~~is different from~~ the ~~timing~~tax effects of ~~payments~~GILTI ~~made~~as bya ~~customers,~~period ~~the~~cost ~~Company~~when ~~recognize~~incurred ~~either~~rather athan ~~contract~~recognizing ~~asset~~deferred ~~(performance~~taxes ~~precedes~~for ~~contractual~~basis ~~due~~differences ~~date)~~expected orto areverse ~~contract~~as ~~liability~~GILTI ~~(customer~~in ~~payment~~future ~~precedes performance)~~periods. ~~When a customer prepays~~Accordingly, ~~that~~GILTI ~~payment~~tax expense is ~~reflected~~recognized asin ~~deferred~~the ~~revenue~~period ~~until~~in which the ~~performance~~related ~~obligation~~income is ~~satisfied.~~included ~~Contract~~in ~~assets~~the ~~consist~~U.S. oftaxable ~~unbilled receivables (see Note 3)~~income.

~~The~~In ~~Company’s~~December ~~business~~2023, isthe ~~controlled~~FASB asissued aASU ~~single~~2023-09, ~~operating~~Income ~~segment~~Taxes (ASC 740): Improvements to Income Tax Disclosures, which includes amendments that ~~consists~~further ofenhance ~~the~~income ~~manufacture~~tax disclosures, primarily through standardization and ~~sale~~disaggregation of ~~cable~~rate ~~modems~~reconciliation categories and ~~gateway~~income taxes paid by jurisdiction. The amendments are effective for all public entities for fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company adopted ASU 2023-09 in the ~~majority~~fiscal ofyear ended December 31, 2025, and the adoption primary affects the Company’s ~~customers~~income ~~are~~tax ~~retailers~~disclosures ~~and~~(see ~~distributors~~Note 13).

~~Stock-Based~~Operating ~~Compensation~~and ~~Expense~~Finance Leases

~~Stock-based~~The ~~compensation~~Company ~~expense~~has ~~relates~~operating toleases ~~stock~~primarily ~~options~~for ~~with~~office space. The determination of whether an arrangement is a ~~service~~lease ~~condition~~or ~~and~~contains ~~restricted~~a ~~stock~~lease ~~units~~is made at inception by evaluating whether the arrangement conveys the right to use (~~RSUs~~“ROU”). ~~Stock-based~~an ~~compensation~~identified ~~expense~~asset ~~for~~and whether the Company’s ~~stock-based~~obtains ~~awards~~substantially isall ~~based~~of onthe ~~their~~economic ~~grant~~benefits ~~date~~from ~~fair~~and ~~value~~has the ability to direct the use of the asset. The Company does not have any finance leases.

~~Service-based~~Leases ~~options~~with ~~initially~~a ~~granted~~term togreater anthan ~~optionee~~one ~~generally~~year ~~vest~~are atrecognized aon ~~rate~~the ofconsolidated ~~25%~~balance onsheets in the ~~first~~line ~~anniversary~~items ofcited ~~the~~above. ~~original~~The ~~vesting~~Company ~~date,~~has elected not to recognize leases with ~~the~~terms ~~balance~~of ~~vesting~~one ~~monthly~~year ~~over~~or less on the ~~remaining~~consolidated ~~three~~balance ~~years~~sheets. ~~The~~Lease ~~fair~~obligations and their corresponding ROU assets are recorded based on the present value of ~~stock~~lease ~~options~~payments ~~with~~over athe ~~service~~expected ~~condition~~lease onterm. As the ~~grant~~interest ~~date~~rate implicit in lease contracts is ~~estimated~~typically ~~using~~not readily determinable, the ~~Black-Scholes~~Company ~~option-pricing~~utilizes ~~model.~~the ~~The~~materially ~~fair~~approximate ~~value~~incremental ofborrowing ~~these~~rate, ~~awards~~which is ~~recognized~~the asrate ~~compensation~~incurred ~~expense~~to borrow on a ~~straight-line~~collateralized basis over ~~the~~a ~~requisite~~similar ~~service~~term ~~period~~an inamount ~~which~~equal to the ~~awards~~lease ~~are~~payments ~~expected~~in a similar economic environment. The lease term may include options to ~~vest~~extend ~~and~~or ~~forfeitures~~terminate ~~are~~the ~~recognized~~lease aswhen ~~they~~it ~~occur~~is reasonably certain that the Company will exercise that option.

The Black-Scholes model considers several variables and assumptions in estimating the fair value of service-based stock options. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield and expected stock price volatility over the expected term. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award.

RSUs initially granted to an optionee generally vest at a rate of 25% on the first anniversary of the original vesting date, with the balance vesting quarterly over the remaining three years. The fair value of RSUs is based on the market price of the Company’s common stock on the date of grant.

Advertising Costs

Advertising costs are expensed as incurred and reported in selling expense in the accompanying consolidated statements of operations, and include costs of advertising, production, trade shows, and other activities designed to enhance demand for the Company’s products. The Company reported advertising costs of approximately $0 million and $2.0 million in 2024 and 2023, respectively.

F-13

~~Shipping~~Segment ~~and Freight Costs~~reporting

The Company ~~records~~operates ~~the~~as ~~expense~~a ~~associated~~single ~~with~~operating ~~customer-delivery~~segment. The Company’s chief operating decision maker (“CODM”), ~~shipping~~its ~~and~~Chief ~~freight~~Executive ~~costs~~Officer, inreviews ~~selling~~financial information on an aggregate basis for the purposes of allocating resources and ~~marketing~~evaluating ~~expense~~financial performance. The measure of segment profit or loss reviewed by the CODM is operating income. The Company’s ~~reported~~primary ~~shipping~~operations were historically in the U.S., and ~~freight~~prior ~~costs~~to the end of $02024, ~~thousand~~it ~~and~~derived ~~$363~~substantially ~~thousand~~all of its revenue from sales to customers in the U.S. Beginning in March 2025, following the expansion of its operations in Hong Kong, the Company has derived all its revenues from Hong Kong. As of December 31, 2024, ~~and~~the ~~2023~~Company had no significant long-lived assets. As of December 31, ~~respectively~~2025, the Company’s long-lived assets are mainly located in U.S. and Hong Kong.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in ASU 2023-07 are required to be adopted for fiscal years beginning after December 15, 2023 for public entities. The Company adopted ASU 2023-07 effective January 1, 2024.

~~The~~For ~~Company~~the ~~operates~~year asended aDecember 31, ~~single~~2025 ~~operating~~and ~~segment.~~2024, ~~The~~significant ~~Company’s~~segment ~~chief~~expenses ~~operating~~that ~~decision~~are ~~maker,~~regularly ~~its~~provided ~~Chief~~to ~~Executive~~the ~~Officer,~~CODM ~~reviews~~and ~~financial~~included ~~information~~in onthis anmeasure ~~aggregate~~consist ~~basis~~of ~~for~~cost ~~the purposes~~ of ~~allocating~~revenues, ~~resources~~selling, general, and ~~evaluating~~administrative ~~financial performance~~expenses. ~~The~~These ~~Company’s~~expenses ~~primary~~are ~~operation~~consistent iswith the amounts presented in the ~~United~~consolidated ~~States,~~statements ~~and~~of itoperations. ~~has~~There ~~derived~~are ~~substantially~~no ~~all~~other ofsegment ~~its~~items ~~revenue~~as ~~from~~there ~~sales~~are tono ~~customers~~significant inassets or operations not regularly reviewed by the UCODM.S.

Recently Issued Accounting Standards

~~The~~In ~~FASB~~November ~~also~~2024, the FASB issued ASU ~~2023~~2024-~~07:~~03, ~~Segment~~Income Statement — Reporting ~~Topic~~Comprehensive ~~280~~Income — Expense Disaggregation Disclosures (Subtopic 220-40): ~~Improvements~~Disaggregation toof ~~Reportable~~Income ~~Segment~~Statement ~~Disclosures.~~Expenses ~~This~~(“ASU ~~update~~2024-03”) which requires ~~expanded~~detailed ~~annual~~disclosures in the notes to financial statements disaggregating specific expense categories and ~~interim~~certain other disclosures ~~for~~to ~~significant~~provide ~~segment~~enhanced transparency into the nature and function of expenses. ~~that~~The ~~are~~FASB ~~regularly~~further ~~provided~~clarified tothe effective date in January 2025 with the ~~chief~~issuance ~~operating~~of ~~decision~~ASU ~~maker~~2025-01, ~~and~~Income ~~included~~Statement ~~within~~— ~~each~~Reporting ~~reported~~Comprehensive ~~measure~~Income of— ~~segment~~Expense ~~profit~~Disaggregation orDisclosures ~~loss.~~(Subtopic ~~This~~220-40): ~~update~~Clarifying ~~will~~the beEffective Date (“ASU 2025-01”). ASU 2024-03 is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023~~2026, and isinterim toperiods bewithin ~~applied~~annual ~~retrospectively~~reporting toperiods ~~all~~beginning ~~periods~~after ~~presented~~December in15, ~~the~~2027, ~~financial~~with ~~statements~~early adoption permitted. The ~~Company~~requirements ~~believes~~should ~~the~~be ~~adoption~~applied ofon ~~ASU~~a ~~2023-07~~prospective ~~will~~basis ~~not~~while ~~have~~retrospective aapplication ~~material~~is ~~impact~~permitted. onThe Company is currently evaluating the ~~consolidated~~impact ~~financial~~related ~~statements~~to the new standard.

In 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes and additional income tax-related disclosures. This update is required to be effective for the Company for fiscal years beginning after December 15, 2024. The Company is evaluating the effect that ASU 2023-09 will have on its financial statements and disclosures.

In March 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This guidance focuses on the disaggregation of income statement expenses. This update requires entities to provide more detailed disclosures about the components of significant expense categories, enhancing the transparency and decision-usefulness of financial statements. The objective is to provide users with a clearer understanding of the nature and variability of expenses reported in the income statement. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently assessing the impact of ASU 2024-03 on our financial statement disclosures. While the Company anticipates that the adoption of this standard will require additional disclosures, the Company does not expect it to have a material impact on our financial position or results of operations.

In January 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which provides clarification regarding the effective date for implementing the expense disaggregation disclosures outlined in ASU 2024-03. This update is intended to ensure that entities have a clear understanding of the timeline for adopting the new disclosure requirements, thereby promoting consistency and comparability in financial reporting. The clarification specifies that the standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the implications of ASU 2025-01 on our implementation timeline and disclosure practices. The Company remains committed to providing transparent and comprehensive financial information and will ensure compliance with the clarified effective date.

(3) REVENUE AND OTHER CONTRACTS WITH CUSTOMERS

~~Revenue~~The isCompany ~~recognized~~adopted ~~for~~ASC ~~each~~606, ~~distinct~~Revenue ~~performance~~from ~~obligation~~Contracts aswith ~~control~~Customers, iswhich ~~transferred~~requires a five-step model to ~~the~~recognize revenue from customer contracts. ~~Revenue~~The ~~attributable~~five-step model requires entities to ~~hardware~~exercise ~~products~~judgment ~~bundled~~when ~~with~~considering ~~SaaS~~the ~~offerings~~terms ~~are~~of ~~recognized~~contracts, atincluding: (1) identifying the ~~time~~contracts ~~control~~or ofagreements with a customer; (2) identifying the ~~product~~performance ~~transfers~~obligations toin the ~~customer.~~contract ~~The~~or agreement; (3) determining the transaction price; ~~allocated~~(4) allocating the transaction price to the ~~SaaS~~separate ~~offering~~performance isobligations; ~~recognized~~and ~~ratably~~(5) ~~beginning~~recognizing ~~when~~revenue ~~the~~as ~~customer~~each performance obligation is ~~expected~~satisfied. toThe ~~activate~~Company ~~their~~applies ~~account~~the ~~and~~five-step ~~over~~model ato ~~three-year~~contracts ~~period~~only when it is probable that the Company ~~has~~will ~~estimated~~collect ~~based~~the onconsideration ~~the~~to ~~expected~~which ~~replacement~~it ofis entitled in exchange for the ~~hardware~~services it transfers to its clients.

Revenues from SaaS service before the end of 2024

Revenue recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with Software-as-a-Service (“SaaS”) offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering was recognized ratably beginning when the customer was expected to activate their account and over a three-year period that the Company estimated based on the expected replacement of the hardware.

F-14

~~Transaction~~Revenues ~~Price~~from ~~Allocated~~SaaS toservice- ~~the~~MCN ~~Remaining~~Digital ~~Performance~~Service ~~Obligations~~in 2025

The ~~remaining~~Company expands SaaS operations as a digital service provider, delivering full-cycle services to brand clients through legally binding agreements since March 2025. The Company offers full-service account management, content production, and targeted promotion to grow followers across key platforms. Service packages customizable via the SaaS portal. Customers may purchase value-added services with or after their purchases of basic package. The Company’s services comprise two distinct performance obligations: ~~represent~~(1) the ~~transaction~~basic ~~price~~service, ~~allocated~~which torepresents a single performance ~~obligations~~obligation ~~that~~as the promises for account setup, SaaS platform access, account management, and basic digital content creation and publishing are ~~unsatisfied~~highly orinterdependent ~~partially~~and ~~unsatisfied~~bundled astogether; ofand (2) the ~~end~~value-added ofservices, which represents a performance obligation for additional digital content created and customized to meet the ~~reporting~~customer’s ~~period~~special request. ~~Unsatisfied~~Each ~~and~~with ~~partially~~a ~~unsatisfied~~standalone ~~performance~~transaction ~~obligations~~price. ~~consist~~The Company recognizes revenues from basic services ratably over the contract term beginning on the commencement date of each contract. ~~liabilities,~~The inrevenues from value-~~transit~~added ~~orders~~services ~~with~~are ~~destination~~recognized ~~terms,~~at ~~and~~a ~~non~~point in time when customers approve or accept the value-~~cancellable~~added ~~backlog~~services or system automatically approves whichever is later. ~~Non-cancellable~~The ~~backlog~~Company ~~includes~~requires ~~goods~~an upfront payment for the services, which ~~customer~~is ~~purchase~~non-refundable ~~orders~~upon ~~have~~execution ~~been~~of ~~accepted,~~the ~~that~~contract. ~~are~~Customers ~~scheduled~~retain orthe inright to terminate the ~~process~~contract ofprior ~~being~~to ~~scheduled~~its ~~for~~expiration ~~shipment~~date, ~~and~~subject ~~that~~to ~~are~~the ~~not~~early ~~yet~~termination ~~invoiced~~fees, including information transfer fee and fan development fee.

AsRevenues offrom ~~December 31,~~Software ~~2024,~~Service ~~the~~in ~~aggregate amount of the transaction price allocated to the remaining performance obligations related to SaaS performance obligations that are unsatisfied or partially unsatisfied was $0.~~2025

~~Contract~~The ~~costs~~Company enters into bundled arrangements that typically include the sale of on-premise software licenses, customized modules, and maintenance and support (“M&S”) services. These arrangements are evaluated to determine whether the promises represent distinct performance obligations. The customized modules are highly interdependent and interrelated with the software license and are therefore combined with the license as a single performance obligation, while the M&S services are capable of being distinct and are accounted for as a separate performance obligation. The M&S services are provided free of charge for a specified contract period, typically encompassing the first year of service following software delivery.

The ~~Company~~transaction ~~recognizes~~price ~~the~~is ~~incremental~~allocated ~~costs~~to ofeach ~~obtaining~~performance aobligation ~~contract~~based ~~with~~on atheir ~~customer~~relative ifstand-alone ~~the~~selling ~~Company~~prices ~~expects~~(“SSP”). ~~the~~The ~~benefit~~SSP offor ~~those~~the ~~costs~~combined tosoftware belicense ~~longer~~and ~~than~~customized ~~one~~modules, ~~year.~~and ~~The~~M&S ~~Company~~services ~~has~~is determined ~~that~~using ~~certain~~the ~~sales~~adjusted ~~commissions~~market ~~meet~~assessment ~~the~~approach, ~~requirements~~which toconsiders bemarket ~~capitalized~~conditions, ~~and~~competitive pricing, the Company’s ~~amortizes~~market ~~these~~position, ~~costs~~expected onprofit margins, and cost structure. Contracts include retention fees that represent variable consideration, as their payment is contingent upon no major defects being identified within a ~~consistent~~specified ~~basis~~period. ~~with~~These ~~the~~retention ~~pattern~~fees ofare ~~transfer~~excluded offrom the ~~goods~~initial ~~and~~transaction ~~services~~price. inThe ~~the~~related ~~contract~~revenue is recognized only when it’s probable that a significant reversal will not occur. ~~Total~~Contracts ~~capitalized~~for ~~costs~~software tolicensing ~~obtain~~and M&S services generally include a ~~contract~~renewal ~~were~~option ~~immaterial~~for ~~during~~M&S services; however, the ~~periods~~renewal ~~presented~~option ~~and~~to ~~are~~acquire ~~included~~additional inservices ~~other~~is ~~current~~neither offered free of charge nor at a discount and ~~long-term~~accordingly ~~assets~~does onnot ~~our~~represent ~~consolidated~~a ~~balance~~material ~~sheets~~right.

The Company ~~applied~~provides aassurance-type ~~practical~~warranties ~~expedient~~ to ~~expense~~ensure ~~costs~~that ~~as incurred for costs to obtain a contract when~~ the ~~amortization~~delivered ~~period~~software iscomplies ~~one~~with ~~year~~agreed-upon ~~or less~~specifications. These ~~costs~~warranties ~~include~~do ~~sales~~not ~~commissions~~constitute ona ~~software~~separate ~~maintenance~~performance ~~contracts~~obligation ~~with~~as athey ~~contract~~cannot ~~period~~be ofpurchased ~~one~~separately ~~year~~and ordo ~~less~~not asprovide ~~sales~~a ~~commissions~~service onbeyond ~~contract~~remedying ~~renewals~~defects ~~are~~to ~~commensurate~~bring ~~with~~the ~~those~~software ~~paid~~to on the ~~initial~~specified ~~contract~~standard.

~~Contract~~The ~~Balances~~Company’s contracts typically specify a payment schedule whereby payments from the customer are linked to the signing of the contract and the achievement of specific milestones. Contracts are generally fixed price, and the Company has elected the practical expedient not to adjust the promised consideration for the effects of a significant financing component when the period between transfer of goods or services and customer payment is one year or less.

~~The~~Revenue from the combined software license and customized modules is recognized over time as the Company ~~records~~fulfils ~~accounts~~its ~~receivable~~performance ~~when~~obligations itby ~~has~~developing anand ~~unconditional~~enhancing ~~right~~the tosoftware assets throughout the ~~consideration~~project period. ~~Contract~~The ~~liabilities~~Company ~~consist~~recognizes revenue using the output method based on the measurements of ~~deferred~~the ~~revenue,~~value ~~which~~of ~~represents~~the ~~payments~~services ~~received~~transferred to date in ~~advance~~relation ofto ~~revenue~~total performance obligation promised. Revenue from maintenance and support services is recognized over time on a straight-line basis over the M&S contract period. This recognition ~~related~~pattern reflects the continuous transfer of services to ~~SaaS~~the ~~agreements~~customer, who simultaneously receives and ~~for~~consumes ~~prepayments~~the ~~for~~benefits ~~products~~of orthese services ~~yet~~throughout tothe beservice ~~delivered~~period.

Payment terms vary by customer. The time between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer.

The following table reflects the contract balances as of the year ended:

Schedule of contract balances
	December 31,
	2024		2023
Accounts receivable	$	-	$	701,377
Deferred revenue - current	$	-	$	-
Deferred revenue - noncurrent	$	-	$	-

During the year ended December 31, 2024, the Company did not have deferred revenue. During the year ended December 31, 2023, the change in deferred revenue was as follows:

Schedule of change in contract balances
Balance at December 31, 2022	$	1,405,280
Billings		767,832
Revenue recognized		(2,173,112	)
Balance at December 31, 2023	$	-

The Company records accounts receivable from its customers. Accounts receivable, net of allowances, was $0 thousand, $701 701,377 thousand, $2.8 million as of December 31, 2024, 2023, and 2022, respectively.

F-15

Revenues from Digital Authentication Service in 2025

The Company provides digital authentication services for artworks, leveraging AI and blockchain technology. Services include microstructure analysis, AI image comparison, authenticity determination, blockchain registration, and issuance of digital authentication reports. Service packages are offered in Standard and Expedited editions, with fees calculated based on the dimensions of the artwork and required to be fully paid in advance. The Company’s services comprise a single performance obligation, as the promised services are highly interdependent and integrated to deliver a conclusive authentication outcome. The transaction price is fixed at contract inception. Revenue is recognized at a point in time upon delivery of the final digital authentication report and blockchain certificate to the client, when the client obtains control of the completed authentication package.

Remaining Performance Obligations

The remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancellable backlog. Non-cancellable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for shipment, and that are not yet invoiced. Prior years’ performance obligations were all satisfied and recognized as revenue in the periods before the end of 2024.

As of December 31, 2025, the remaining performance obligation related to MCN digital services purchased and paid for in advance by customers for basic and value-added packages amounted to $1,497,721, equalling the balance of contract liabilities. This amount is expected to be recognized as revenue within the next 12 months.

The remaining performance obligation for software service as of December 31, 2025 was $521,082, excluding retention fee. This amount relates to unsatisfied performance obligations for the combined software license and customized modules, which are expected to be recognized as revenue upon the completion and customer acceptance of specific milestones, predominantly within the next 3 months.

As of December 31, 2025, there was no remaining performance obligation for digital authentication services, as all services have been fully completed.

Contract Costs

The Company recognizes the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales commissions meet the requirements to be capitalized, and the Company amortizes these costs on a consistent basis with the pattern of transfer of the goods and services in the contract. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets on our condensed consolidated balance sheets if any.

The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. These costs include sales commissions on SaaS contracts with a contract period of one year or less as sales commissions on contract renewals are commensurate with those paid on the initial contract.

Contract Balances

The Company records accounts receivable when it has an unconditional right to the consideration. The accounts receivable balances were $2,110,715 and $0 as of December 31, 2025 and December 31, 2024, respectively. Contract liabilities are recorded when customers remit payment prior to revenue recognition, representing the Company’s obligation to transfer services in the future. Liabilities arise upon customer order placement. The Company did not have contract liabilities at December 31, 2024, while the ending balance at December 31, 2025 was $1,497,721.

F-16

Disaggregation of Revenue

The following table sets forth our revenues by distribution channel:

Schedule of disaggregation of revenue by distribution channel
Schedule of disaggregation of revenue
	Years endedDecember 31,
	Years ended December 31,
	2024		2023
	2025		2024
Retailers	$	~~638,904~~-	$	23638,~~675,014~~904
Distributors		-		88,847
Other online and offline channels		6,193,616		989
Other		989		2,342,770
	$	6,193,616	$	639,893
	$	639,893	$	26,106,271

The following table sets forth our revenues by product:

Schedule of revenues
	Years endedDecember 31,
	2024		2023
	2025		2024
Cable Modems & gateways	$	~~638,804~~-	$	23638,~~972,004~~804
Other networking products		~~1,089~~-		~~571~~1,~~517~~089
Software as a Service		-		1,562,750
SaaS – MCN digital services		5,275,761		-
	$	639,893	$	26,106,271
Software services		588,811		-
Digital authentication services		329,044		-
	$	6,193,616	$	639,893

~~(4)~~The ~~BALANCE~~following ~~SHEET~~table ~~COMPONENTS~~sets forth our revenues by the timing of revenue recognition:

Inventories

Schedule of revenue recognized
	Years ended December 31,
	2025		2024
Recognized at a point in time	$	5,183,731	$	639,893
Recognized over time		1,009,885		-
	$	6,193,616	$	639,893

~~Inventories,~~(4) ~~net~~ASSET ~~consists of the following:~~ACQUISITIONS

Schedule of inventories
	December 31,
	2024		2023
Materials	$	-	$	210,318
Work in process		-		1,640,347
Finished goods		-		8,101,982
Total	$	-	$	9,952,647

Acquisition of assets from Yixuntong

~~The~~On ~~Company~~June ~~reviews~~30, ~~inventory~~2025, ~~for~~FiEE ~~obsolete~~(HK) ~~and~~Limited ~~slow-moving~~(“FiEE ~~products~~HK”) ~~each~~entered ~~quarter~~into and ~~makes~~simultaneously ~~provisions~~closed ~~based~~an onAsset ~~its~~Purchase ~~estimate~~Agreement ofwith ~~the~~Hongyan ~~probability~~Sun, ~~that~~Lin ~~the~~Lin, ~~material~~and ~~will~~Suzhou ~~not~~Yixuntong beNetwork ~~consumed~~Technology orCo., ~~that~~Ltd. it(“Yixuntong”). ~~will~~Pursuant beto ~~sold~~the ~~below~~agreement, ~~cost.~~FiEE ~~The~~HK ~~inventory~~acquired ~~reserves~~a ~~were~~group $0of ~~million~~assets ~~and~~from ~~$1.7~~Yixuntong ~~million~~with ~~for~~a ~~the~~total ~~years~~purchase ~~ended~~price ~~December 31,~~of ~~2024~~$1.4 ~~and~~million ~~2023,~~in ~~respectively~~cash.

~~Equipment~~The transaction was accounted for as an asset acquisition in accordance with ASC 805-50 and SEC Regulation S-X Rule 11-01(d). In evaluating the transaction, the Company applied the initial screen test and concluded that substantially all of the fair value of the gross assets acquired was concentrated in a group of proprietary software assets, including software source codes and related patents. The software copyrights and patents are used together to generate software service revenues and other potential SaaS-related revenues, and therefore, were considered a group of similar identifiable assets for purposes of the screen test. Accordingly, the transaction did not meet the definition of a business and was accounted for as an asset acquisition, with the total purchase consideration allocated to the acquired assets on a relative fair value basis.

Equipment, net consists of the following:

Schedule of equipment
	December 31,						EstimatedUseful lives
	2024			2023			in years
Computer hardware and software	$	603,836		$	603,836		3
Machinery and equipment		726,326			726,326		5
Molds, tools and dies		1,212,398			1,242,711		5
Office furniture and fixtures		79,147			79,147		5
		2,621,706			2,652,020
Accumulated depreciation		(2,501,835	)		(2,219,515	)
	$	119,871		$	432,505

Depreciation expense was $282 thousand and $368 thousand for the years ended December 31, 2024 and 2023, respectively.

F-16

Intangible Assets

Intangible assets consisted of the following at December 31, 2024 and 2023:

Schedule of intangible assets
	Estimated	As of December 31, 2024						As of December 31, 2023
	Useful	Gross						Gross
	Life	Carrying		Accumulated				Carrying		Accumulated
	(in years)	Amount		Amortization		Net		Amount		Amortization			Net
Customized internal use software	2.5	$	-	$	-	$	-	$	-	$	-		$	-
Acquired web domain	5.0		-		-		-		86,732		(53,485	)		33,247
		$	-	$	-	$	-	$	86,732	$	(53,485	)	$	33,247

Amortization expense was $33 thousand and $40 thousand in the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, the Company has fully amortized its intangible assets.

Accrued expenses

Accrued expenses consists of the following:

Schedule of accrued expenses
	December 31,
	2024		2023
Professional fees		110,000		229,950
Board of Director fees		75,000		-
Sales allowances		26,905		697,884
Sales and use tax		81,708		150,009
Other		-		-
Total accrued other expenses	$	293,613	$	1,077,843

(5) BANK CREDIT LINE, BRIDGE LOAN, AND GOVERNMENT LOANS

Bank Credit Line

In 2021 and later amended, the Company entered into a loan and security agreement with Silicon Valley Bank (the “SVB Loan Agreement”). The SVB Loan Agreement, as amended, provided for a revolving facility up to a principal amount of $10.0 million. The SVB Loan Agreement was secured by substantially all of the Company’s assets but excludes the Company’s intellectual property. Loans under the credit facility bore interest at a rate per annum equal to the greater of (a) one percent (1.0%) above the Prime Rate and (b) four and one-quarter of one percent (4.25%). The amended maturity was January 15, 2024. The SVB Loan Agreement, as amended, provided a waiver for an existing default under the SVB Loan Agreement by virtue of the Company having entered into a Bridge Loan and Security Agreement dated as of November 23, 2022 by and among Borrower and Slingshot Capital, LLC, under which Borrower incurred certain Indebtedness and granted a Lien to Slingshot Capital.

F-17

The ~~Company~~fair ~~incurred~~value ~~$143~~of the ~~thousand~~proprietary insoftware ~~origination~~was ~~costs~~determined inusing ~~connection~~the ~~with~~multi-period ~~entering~~excess ~~into~~earnings method (“MPEEM”) with the ~~SVB~~assistance ~~Loan~~of ~~Agreement~~a third-party valuation specialist. ~~These~~As ~~origination~~a ~~costs~~result, ~~were~~approximately ~~recorded~~$1.3 asmillion aof the total purchase consideration was allocated to ~~debt~~proprietary ~~discount~~software and ~~are~~recognized ~~being~~as ~~expensed~~an ~~over~~intangible ~~the~~asset, ~~remaining~~while ~~term~~approximately $0.1 million of the ~~facility.~~total ~~Interest~~purchase ~~expense~~consideration was allocated $0to ~~thousand~~vehicles and ~~$30 thousand~~computers. ~~for~~The ~~the~~fair ~~years~~value ~~ended~~measurement ~~December 31~~was based on significant assumptions, ~~2024~~including projected revenues and ~~2023~~cash flows, ~~respectively~~discount rates, contributory asset charges, and the estimated useful life of the asset, etc. The proprietary software is being amortized using the straight-line method over its estimated useful life of 3 years (see Note 5).

OnAcquisition ~~October 18, 2023, the Company paid in full the outstanding balance and immediately terminated the SVB Loan Agreement. As~~ of ~~December 31, 2024 and 2023, the Company had no outstanding balances under the SVB Loan Agreement.~~HGK

~~Bridge~~On ~~Loan~~November 30, 2025, FiEE, Inc. completed the acquisition of HGK through two simultaneously executed agreements: (i) a Share Purchase Agreement to acquire 100% of the outstanding equity interests for $500,000, and (ii) a Technology Transfer Agreement to acquire all core technology assets, including software copyrights and patents, for $3,000,000. The aggregate purchase price was $3,500,000. The total acquisition cost, including transaction costs, amounted to $3,522,907.

OnIn ~~November 30,~~accordance ~~2022~~with ~~(the~~ASC ~~“Effective Date”)~~810-10-40-6, the ~~Company~~two ~~and~~agreements ~~Slingshot~~were ~~Capital, LLC (“Slingshot Capital”)~~ entered into ain ~~Bridge~~contemplation ~~Loan~~of ~~Agreement~~one ~~(the~~another ~~“Bridge~~and ~~Loan~~were ~~Agreement”)~~essentially ~~pursuant~~a tosingle ~~which~~transaction ~~Slingshot~~designed ~~Capital agreed~~ to ~~make~~achieve ~~available~~an aoverall ~~bridge~~commercial ~~loan~~effect. ~~in the principal amount up of up to $1~~Accordingly,~~500,000.~~ ~~In conjunction with~~ the ~~Bridge~~Share ~~Loan~~Purchase Agreement, ~~the~~and ~~Company executed a bridge term note (~~the ~~“Bridge~~Technology ~~Term~~Transfer ~~Note”) in favor of Slingshot Capital. The Company has drawn down $1,000,000 under the Bridge Loan~~ Agreement. ~~Subject~~have tobeen ~~Slingshot~~combined ~~Capital’s~~and ~~sole~~accounted ~~discretion,~~for ~~the~~as ~~other~~a ~~$500,000~~single ~~may~~transaction befor ~~drawn~~financial byreporting ~~the Company~~purposes.

~~Principal~~The ~~amounts~~Company ~~borrowed~~evaluated ~~under~~the transaction in accordance with the ~~Bridge~~guidance ~~Loan~~in ~~Agreement~~ASC ~~bear~~805 ~~interest~~and ~~for~~determined that the ~~period~~acquired ~~from~~set of assets and liabilities did not meet the ~~Effective~~definition ~~Date~~of ~~until~~a ~~February 28~~business because it did not include a substantive process that, ~~2023~~together ofwith ~~8.00%~~the ~~per~~acquired ~~annum~~inputs, would significantly contribute to the ability to create outputs. ~~Unpaid~~At ~~principal~~the ~~after~~acquisition ~~February 28~~date, ~~2023~~HGK ~~bears~~had only one administrative employee and did not have an ~~interest~~organized ofworkforce ~~14.00%~~with ~~per~~the ~~annum~~necessary ~~until~~skills, ~~paid~~knowledge, inor ~~full~~experience to perform a substantive process. InThe seller possessed the ~~event~~underlying ofassets, ~~default~~technology, ~~all~~processes, ~~outstanding~~and ~~principal~~customer relationships prior to the acquisition and ~~interest~~was ~~shall~~not ~~bear~~employed ~~interest~~by atthe anCompany ~~annual~~subsequent ~~rate~~to ofthe ~~18%~~transaction. Accordingly, no substantive process was acquired, and the transaction was accounted for as an asset acquisition.

InThe ~~connection~~total ~~with~~purchase ~~the~~consideration ~~Bridge~~of ~~Loan Agreement,~~ the ~~Company~~transaction, ~~Slingshot~~which ~~Capital,~~is ~~and~~comprised ~~Silicon~~of ~~Valley Bank (~~the ~~“Senior~~cash ~~Lender”)~~consideration ~~executed~~and atransaction ~~subordination agreement (the “Subordination Agreement”) on November 30~~costs, ~~2022.~~was ~~The~~allocated ~~Loan Agreement is subordinated~~ to the ~~outstanding~~assets ~~indebtedness~~acquired and ~~obligations under~~ the ~~Company’s~~liabilities ~~senior~~assumed, ~~credit~~as ~~facility.~~well ~~Subject~~as to the ~~Senior~~technology-based ~~Lender’s~~intangible ~~written~~assets ~~consent,~~on ~~the Company shall grant Slingshot Capital~~ a ~~second-priority~~relative ~~security~~fair ~~interest~~value ~~in all of the Company’s collateral~~basis, ~~which~~as shall be subordinated to any and all security interests granted to the Senior Lender and at all times shall be limited to the same collateral granted to the Senior Lender under the senior credit facility.follows:

Principal and interest are not due and payable until the maturity date, which is January 15, 2024, unless the Company’s senior credit facility with the Senior Lender is paid in full in cash on an earlier date.

Schedule of asset acquisitions
Cash consideration	$	3,500,000
Transaction costs		22,907
Total purchase consideration	$	3,522,907

Cash	$	35,603
Accounts receivable		1,521,800
Other assets		112,742
Accounts payable		(149,865	)
Income tax payable		(526,077	)
Other liabilities		(5,734	)
Net assets acquired	$	988,469
Intangible assets acquired		2,534,438
Total costs of acquisition allocated	$	3,522,907

The ~~Company~~acquired ~~reimbursed~~intangible ~~Slingshot~~asset ~~Capital~~represents ~~$20,000~~a ~~for~~group ~~its~~of ~~reasonable~~proprietary ~~and~~software ~~documented~~assets, ~~expenses~~including software copyrights, patents, and ~~fees~~other intellectual property related to ~~the~~digital ~~negotiations,~~authentication ~~documentation~~services for artworks, ~~and~~which ~~execution~~was ofamortized using the ~~Bridge~~straight-line ~~Loan~~method ~~Agreement,~~over ~~Subordination~~the ~~Agreement,~~estimated ~~and~~useful ~~Bridge~~life ~~Term~~of 3 years (see Note 5).

OnThe ~~December 6,~~fair ~~2023,~~value ~~the~~of ~~Company~~these ~~and~~intangible ~~Slingshot~~assets ~~Capital~~was ~~entered~~determined ~~into~~using avaluation ~~Debt~~techniques ~~Conversion~~that ~~Agreement~~incorporated ~~(“Conversion~~significant ~~Agreement”)~~unobservable ~~pursuant~~inputs, toincluding ~~which~~projected ~~the~~revenues, ~~Company~~discount ~~agreed to issue 734~~rates,~~343~~ ~~shares~~and ofestimated ~~the~~useful ~~Company’s~~lives, ~~common stock (based on $1~~etc.~~533~~ ~~per~~The ~~share)~~fair ~~(the~~values ~~“Shares”) in exchange for the cancellation~~ of afinancial ~~total~~assets ~~principal amount of $1,000,000 (“Principal Amount”) outstanding under the Bridge Loan Agreement~~ and ~~Bridge Term Note (collectively~~liabilities, ~~the~~including ~~“Loan~~accounts ~~Agreements”)~~receivable, ~~with~~prepaid ~~Slingshot Capital~~expenses, ~~plus~~and ~~$125,778 in~~ accrued ~~and unpaid interest on such Principal Amount as of December 6~~liabilities, ~~2023.~~approximated ~~The~~their ~~price~~respective ~~per~~carrying ~~share~~amounts ~~used~~at in the ~~exchanged~~acquisition ~~was~~date ~~determined~~due byto ~~the~~their ~~weighted~~short-term ~~average price per share and trade volume on September 13, 2023 and November 28, 2023~~nature.

Slingshot Capital is owned by the Company’s former Chairperson of the Board and a former Board of Director, Jeremy Hitchcock and Elizabeth Hitchcock, respectively.

F-18

(65) ~~Leases~~BALANCE SHEET COMPONENTS

~~The Company performed most of the final assembly~~Property, ~~testing,~~equipment ~~packaging, warehousing~~ and ~~distribution at two production and warehouse facilities~~software, totalling approximately 24,000 square feet, in Tijuana, Mexico. In November 2021, the Company entered into operating lease agreements extending each lease through November 30, 2023. The Company did not renew the lease, and the lease expired on November 30, 2023. Lease payments total approximately $9 thousand per month. Rent expense was $0 thousand and $101 thousand for the years ended December 31, 2024 and 2023, respectively.net

~~In May 2020~~Property, ~~the~~equipment Company signed a two-year lease agreement for 3,218 square feet of office space at 275 Turnpike Executive Park in Canton, MA. The agreement includes a one-time option to cancel the second year of lease with three months advance notice. The location was utilized by the Company’s research and ~~development group. Rent expense was $23 thousand and $55 thousand for the year ended December 31~~software, ~~2024~~net ~~and~~consisted ~~2023, respectively. On December 1, 2021, the Company executed an amendment to extend the lease from June 2022 to May 2024 with monthly payments~~ of ~~approximately $5 thousand. The Company did not renew~~ the ~~lease, and the lease expired on May 31, 2024.~~following:

The Company leased the facility that comprises its headquarters at 848 Elm Street in Manchester, NH. The facility lease agreement was effective from August 1, 2019 to July 31, 2021 and was renewed for a one-year extension until July 31, 2022. On July 18, 2022, the lease agreement was amended to a month-to-month lease arrangement and may be terminated by either party with a 60-day notice. The lease was cancelled in December 2024. The facility lease agreement provided for the lease of 2,656 square feet of office space. Rent expense was $14 thousand and $42 thousand for the years ended December 31, 2024 and 2023, respectively.

Schedule of equipment
	December 31,
	2025			2024
Internal use software	$	271,088		$	-
Equipment		8,137			2,621,706
Vehicles		133,852			-
Total property, equity and software		413,077			2,621,706
Accumulated depreciation and amortization		(46,638	)		(2,501,835	)
Total property, equipment and software, net	$	366,439		$	119,871

~~The~~Depreciation ~~components~~expense ofwas ~~lease~~$160 ~~costs~~thousand ~~were~~and as$282 ~~follows:~~thousand for the years ended December 31, 2025 and 2024, respectively.

Schedule of components of lease costs
	Years endedDecember 31,
	2024		2023
Operating lease costs	$	22,512	$	155,379
Short-term lease costs		14,050		41,550
Total lease costs	$	36,562	$	196,929

During the year ended December 31, 2025, the Company wrote off certain legacy equipment with an original cost of $2,621,707 and accumulated depreciation of $2,615,094, resulting in a net book value of $6,613. The Company recorded a loss on disposal of $6,613, which is included in other income (expense) in the consolidated statements of operations and comprehensive income (loss).

~~The~~Intangible ~~weighted-average remaining lease term and discount rate were as follows:~~assets

Schedule of weighted average remaining lease term and discount rate
	Years endedDecember 31,
	2024			2023
Operating leases:
Weighted average remaining lease term (years)		-			0.4
Weighted average discount rate		-	%		4.2	%

As part of the asset acquisitions completed on June 30, 2025 and November 30, 2025 (see Note 4), the amount allocated to the intangible assets acquired was approximately $1.3 million and $2.5 million, respectively, primarily consisting of acquired proprietary software, which represent a group of copyrights and associated patents that are expected to provide future economic benefits to the Company. The allocation of the purchase price was performed on a relative fair value basis in accordance with ASC 805-50. The acquired group of proprietary software is being amortized over 3 years, its estimated useful life.

~~Supplemental~~Intangible ~~cash~~assets ~~flow~~consisted ~~information~~of ~~and~~the ~~non-cash~~following ~~activity~~at ~~related~~December 31, to2025 ~~our~~and ~~operating leases are as follows~~2024:

Schedule of supplemental cash flow information related to operating leases
Schedule of intangible assets
	Years endedDecember 31,
	As of December 31, 2025							As of December 31, 2024
	2024		2023
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization		Net
Operating cash flow information:
Acquired group of proprietary software	$	3,811,598	$	(281,763	)	$	3,529,835	$	-	$	-	$	-
Amounts included in measurement of lease liabilities	$	22,512	$	150,968
	$	3,811,598	$	(281,763	)	$	3,529,835	$	-	$	-	$	-
Non-cash activities:
ROU asset obtained in exchange for lease liability	$	-	$	-

AsAmortization ofexpense ~~December 31,~~was ~~2024,~~$282 thousand and $33 thousand in the ~~Company~~years ~~has~~ended noDecember ~~operating~~31, ~~leases~~2025 and 2024, respectively.

Estimated amortization expenses for the future years are as follows:

Schedule of Amortization
Years ending December 31,	Amortization
2026		1,266,852
2027		1,266,852
2028		996,131
Total	$	3,529,835

F-19

Prepaid and other current assets

Prepaid and other current assets consisted of the following:

Schedule of inventories
	December 31,
	2025		2024
Insurance fee	$	53,015	$	119,757
Cloud hosting fee		78,414		-
Prepayment for property purchase		44,613		-
Other		23,267		15,000
Total prepaid and other current assets	$	199,309	$	134,757

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

Schedule of accrued expenses
	December 31,
	2025		2024
Payroll & related benefits	$	305,789	$	-
Professional fees		271,501		185,000
Sales allowances		26,905		26,905
Sales and use tax		81,708		81,708
Other payable to Yixuntong⁽¹⁾		435,957		-
Other⁽²⁾		47,877		-
	$	1,169,737	$	293,613

	(1)	As of December 31, 2025, other payables to Yixuntong primarily included $205 thousand for the assets acquisition, $89 thousand for a software development, $122 thousand for software maintenance and $20 thousand for advanced cloud hosting fee.
	(2)	There was a balance of $7,232 due to a stockholder of the Company, Cao Yu, which represents the amount paid by Cao Yu to support the Company’s normal operating activities. The remaining balance was primary for the reimbursement payable to employees.

(6) LEASES

The Company’s newly established Hong Kong subsidiary executed new office lease agreements in March 2025 and the Company’s newly acquired Japan subsidiary executed office lease agreements since October 2024, which expire in July and September 2026, respectively. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. ROU assets and lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less.

The components of lease expenses were as follows:

Schedule of components of lease costs
	Years ended December 31,
	2025		2024
Operating lease costs	$	51,978	$	22,512
Short-term lease costs		-		14,050
Total lease costs	$	51,978	$	36,562
Cash paid for amounts included in the measurement of lease liabilities		57,786		22,512

F-20

The weighted-average remaining lease term and discount rate were as follows:

The Company leased office space from an affiliate entity owned by the Company’s former Chairman of the Board. The lease expired and was not renewed in the first quarter of 2024.

(7) COMMITMENTS AND CONTINGENCIES

(a) ~~Contingencies~~Commitments

~~The~~License ~~Company~~agreement ~~is a party to various lawsuits~~ and ~~administrative~~settlement ~~proceedings~~with arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit.Motorola

The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If either or both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses, that the amount is not material, or that an estimate of the loss cannot be made. The Company expenses its legal fees as incurred.

In the ordinary course of their business, the Company and its subsidiaries are subject to lawsuits, arbitrations, claims, and other legal proceedings in connection with their business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Management believes that the Company has adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent, and that the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, the Company is unable to predict the outcome of these matters.

(b) Commitments

The Company was a party to a license agreement with Motorola Mobility LLC pursuant to which the Company has an exclusive license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale and marketing of consumer cable modem products, consumer routers, WiFi range extenders, MoCa adapters, cellular sensors, home powerline network adapters, and access points worldwide through a wide range of authorized sales channels. The license agreement had a term ending December 31, 2025 prior to its cancellation in 2023.

In connection with the license agreement, the Company had committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company was required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s ~~net~~revenues ~~sales~~ with minimum annual royalty payments. Following the Company’s agreement with Motorola Mobility LLC on January 22, 2024, ~~the~~as mentioned below. The Company’s quarterly royalty payments, in addition to current and future obligations, were satisfied in exchange for certain assets of the Company.

The Company did not incur royalty expenses under the License Agreement for the year ended December 31, 2025 and 2024.

On January 22, 2024, the Company, entered into a Letter Agreement re Product Purchase (the “Letter Agreement”) and a Debt Settlement Agreement (the “Settlement Agreement,” and the Letter Agreement, the “Agreements”) with Motorola Mobility, LLC (“Motorola”). Pursuant to the Letter Agreement, the Company (A) initially transferred a portion of its inventory to Motorola and (B) agreed to transfer the reminder of such inventory upon receipt of certain funding in order to satisfy liabilities owed to Motorola, while agreeing to continue to provide certain customer and technical support. Pursuant to the Settlement Agreement, the Company agreed (i) to pay Motorola a settlement amount of $1,167,071 and (ii) to transfer additional funds as collected from the Company’s customers in an amount up to $263,752. The Company believes that the Agreements, together with arrangements it has finalized with other major vendors, will allow the Company to streamline its operations while reducing its current liabilities.

~~Royalty~~Property ~~expense~~purchase ~~under~~agreement ~~the License Agreement amounted to $0 and $6,600,000 for the years ended December 31, 2024 and 2023, respectively, and is reported~~ in ~~selling and marketing expense on the accompanying consolidated statements of operations.~~Japan

FIn December 2025, HGK entered into a property purchase agreement with a third-20party seller to acquire a property located in Osaka, Japan, for a total purchase price of JPY87,000,000 (approximately $0.5 million). As of December 31, 2025, HGK had made an upfront payment of JPY 7,000,000 (approximately $45 thousand), with the remaining balance of JPY 80,000,000 (approximately $0.5 million) due and was paid in March 2026.

~~(c) Vendor Obligation Releases~~F-21

In(c) its efforts to manage its liquidity and cash-flow position, the Company negotiated and executed liability release agreements with certain vendors in Q4 2023 who comprised $5.0 million of outstanding accounts payable as of December 31, 2023. In aggregate, the executed release agreements resulted in a reduction of outstanding accounts payable obligations by $3.6 million from $5.0 million to $1.4 million. The executed release agreements became effective and are contingent upon payment of the $1.4 million negotiated amounts received during the period of Q1 2024. In addition, the Company agreed to pay certain vendors an additional $0.4 million contingent upon successful collection of customer receivables. After the collection of customer receivables, the contingent amount was amended to $0.3 million during the period ended September 30, 2024. In July 2024, the Company paid the contingent amount of $0.3 million to its vendors.Contingencies

~~(8)~~Vendor ~~STOCKHOLDERS’~~Obligation ~~EQUITY~~Releases

In ~~July 2021~~its efforts to manage its liquidity and cash-flow position, the Company’s ~~shareholders~~negotiated ~~voted~~and toexecuted ~~increase~~liability release agreements with certain vendors in the ~~number~~fourth quarter of ~~authorized~~2023 ~~shares~~who comprised $5.0 million of ~~capital~~outstanding ~~stock~~accounts topayable ~~62,000,000~~as ~~shares~~of December 31, ~~consisting~~2023. ofIn 60aggregate,~~000,000~~ ~~shares~~the executed release agreements resulted in a reduction of ~~Common~~outstanding ~~Stock~~accounts payable obligations by $3.6 million from $5.0 million to $1.4 million. The executed release agreements became effective and ~~2,000,000~~are ~~shares~~contingent upon payment of ~~Preferred~~the ~~Stock~~$1.4 Onmillion ~~October 8,~~negotiated amounts received during the period of the first quarter of 2024. In addition, the Company ~~filed~~agreed to pay certain vendors an ~~amended~~additional ~~and~~$0.4 ~~restated~~million ~~certificate~~contingent ofupon ~~designation~~successful ~~increasing~~collection itof ~~designated~~customer ~~Series~~receivables. AAfter ~~Convertible~~the ~~Preferred~~collection ~~Stock~~of ~~from~~customer 2receivables,~~000,000~~ ~~shares~~the contingent amount was amended to $0.3 million during the period ended June 30,~~000~~ 2024. In July 2024,~~000~~ ~~shares~~the atCompany paid the contingent amount of $0.~~001~~3 ~~par~~million ~~value~~to ~~per~~its ~~share~~vendors.

OnContingencies ~~April 17,~~on ~~2023,~~potential ~~the Company effected a 25:1 reverse stock split for each share of common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split.~~lawsuits

The Company is party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit.

The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If both criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses - that the amount is not material, or that an estimate of the loss cannot be made. At December 31, 2025, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole. The Company expenses its legal fees as incurred.

In the ordinary course of its business, the Company is subject to lawsuits, arbitrations, claims, and other legal proceedings in connection with their business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Management believes that the Company has adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent, and that the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, the Company is unable to predict the outcome of these matters.

Uncertainty on the business operations

For the year ended December 31, 2025, the Company’s operations depended in part on the continued service of its senior management, whose relationships with artists support the expansion and development of the Company’s primary customer base. The loss of key management or technical personnel could adversely affect the Company’s ability to maintain these relationships and develop its technology-driven services.

(8) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS

During the year ended December 31, 2025, the Company had one customer, with outstanding accounts receivable balance that accounted for around 75% of the Company’s total accounts receivable. Most of this accounts receivable was acquired through the Company’s acquisition of its Japanese subsidiary, HGK, on November 30, 2025, and contributed 1% to the Company’s revenue for the year ended December 31, 2025. Other than this customer, the Company did not have sales or outstanding accounts receivable balance that accounted for 10% or greater individually of the Company’s total revenues and accounts receivable, respectively. The Company’s primary customers for the year ended December 31, 2025 are artists.

F-22

(9) CONVERTIBLE NOTE PAYABLE TO RELATED PARTY

The Company entered into an unsecured promissory note (the “Convertible Note”) effective February, 18, 2025, with David Lazar, a stockholder holding more than 10% of the Company’s outstanding shares and a former officer and director. Under the terms of the Convertible Note, the Company agreed to pay Mr. Lazar a principal amount of $300,000, bearing interest at an annual rate of approximately 4.34%, with the full principal and interest balance due on or before December 31, 2025. Upon stockholders’ approval, the Convertible Note will automatically convert into shares of the Company’s common stock at a conversion price of $0.25 per share.

The Convertible Note to related party is accounted for as a single liability in accordance with Accounting Standards Update (ASU) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

On October 27, 2025, at the Company’s 2025 Annual Meeting of Stockholders, stockholders approved the conversion of the Convertible Note. Pursuant to the terms of the Convertible Note, it automatically converted into 1,235,814 shares of common stock. As of December 31, 2025, the Convertible Note had no outstanding balance.

(10) RELATED PARTY TRANSACTION

The Company had the following related party transactions during the year ended December 31, 2025 and 2024:

●

Lease from the Company’s former officer, see Note 6 for details.

●

Amount paid by a stockholder for operating activities and the balance due as of December 31, 2025. See Note 5 for details.

●

Convertible note issued to a related party. See Note 9 for details.

●

Equity transactions with stockholders. See Note 12 for details.

(11) EARNINGS (LOSS) PER SHARE

The Company's Series A Preferred Stock is considered a participating security because it has the right to participate in dividends with common shareholders on an as-converted basis. Accordingly, the Company applies the two-class method to compute basic and diluted earnings (loss) per share. Under the two-class method, net income is allocated between common shareholders and participating securities based on their respective rights to receive dividends as if all earnings for the period had been distributed. Net losses are not allocated to the Series A Preferred Stock, as holders do not have a contractual obligation to share in losses.

Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Potentially dilutive securities include convertible preferred stock, warrants, and restricted shares. Warrants and restricted shares are included in diluted EPS using the treasury stock method. For convertible preferred stock that is a participating security, diluted EPS is calculated using the more dilutive of the two-class method or the if-converted method in accordance with ASC 260. Under the two-class method, the numerator used in diluted EPS is consistent with that used in basic EPS. Potential common shares are included only to the extent they are dilutive, and anti-dilutive securities are excluded.

F-23

Earnings (loss) per share for the year ended December 31, 2025 and 2024, respectively, are as follows:

Schedule of net income (loss) per share
	Years ended December 31,
	2025			2024
Basic earnings per common share:
Net income (loss)	$	1,072,434		$	(4,224,278	)
Less: Preferred stock dividend declared		-			-
Income (loss) available for distribution		1,072,434		$	(4,224,278	)
Less: Income allocated to participating securities		(391,125	)		-
Net income (loss) available to common stockholders	$	681,309			(4,224,278	)

Weighted average basic shares outstanding		5,622,077			3,159,061
Basic earnings (loss) per common share	$	0.12		$	(1.34	)

Diluted earnings per common share:
Net income (loss) available to common stockholders	$	681,309		$	(4,224,278	)

Weighted average basic shares outstanding	$	5,622,077			3,159,061
Dilutive effect related to warrants		1,370,399			-
Dilutive effect related to restricted stocks with service conditions		88,157			-
Weighted average diluted shares outstanding	$	7,080,633			3,159,061
Diluted earnings (loss) per common share	$	0.10		$	(1.34	)

Diluted loss per common share for the year ended December 31, 2025 and 2024 excludes the effects of 3,227,500 and 5,536,126 common share equivalents respectively, since such inclusion would be anti-dilutive. The common share equivalents consist of shares of common stock issuable upon the exercise or conversion of outstanding Series A preferred stock, warrants, and restricted shares with a service condition.

(12) EQUITY

Preferred Stock and Warrants

~~The~~On January 23, 2024, the Company isentered ~~authorized~~into a Securities Purchase Agreement (the “Purchase Agreement”) with David Lazar (“Lazar”), a member of our Board of Directors, whereby, at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), the Company sold and Lazar (or to ~~issue~~any 3transferee of Lazar’s which acquires the Securities Purchase Rights, as defined below, hereinafter a “Lazar Transferee”) purchased 2,000,000 shares of the Company’s preferred stock, at $0.001 par value per share (the “Preferred Stock”), at a price per share of $1.40, Asfor an aggregate purchase price of ~~December 31~~$2,800,000, ~~2024~~subject to the conditions described below, pursuant to the exemptions afforded by the Securities Act and ~~2023~~Regulation S thereunder. Under the Purchase Agreement, the Company ~~had~~agreed to designate 2,~~305~~000,~~357~~000 ~~and~~of 0the ~~shares~~Preferred Stock as Series A Preferred Stock (the “Series A Preferred Stock”) for the sale to Lazar (or a Lazar Transferee). Each share of Series A Preferred Stock shall be convertible, ~~respectively~~at the option of the holder, into 1.4 shares of ~~preferred~~common stock ~~were~~of ~~outstanding~~the Company, $0.01 par value per share (the “Common Stock”), and vote on an “as-if-converted” basis and shall have full ratchet protection in any subsequent offerings. Pursuant to the Purchase Agreement, the Company shall also issue Lazar (or a Lazar Transferee) warrants to purchase up to an additional 2,800,000 shares of Common Stock, with an exercise price equal to $1.00 per share, subject to adjustment therein (the “Warrants,” and together with the Series A Preferred Stock, the “Purchased Securities”).

The Board of Directors may determine the rights, preferences, privileges, qualifications, limitations and restrictions granted or imposed upon any series of preferred stock.

On January 23, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David Lazar (“Lazar”), a member of our Board of Directors, whereby, at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), the Company sold and Lazar (or to any transferee of Lazar’s which acquires the Securities Purchase Rights, as defined below, hereinafter a “Lazar Transferee”) purchased two million 2,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “Preferred Stock”), at a price per share of $1.40, for an aggregate purchase price of $2,800,000, subject to the conditions described below, pursuant to the exemptions afforded by the Securities Act of 1933, as amended, and Regulation S thereunder. Under the Purchase Agreement, the Company agreed to designate 2,000,000 of the Preferred Stock as Series A Preferred Stock (the “Series A Preferred Stock”) for the sale to Lazar (or a Lazar Transferee). Each share of Series A Preferred Stock shall be convertible, at the option of the holder, into 1.4 shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), and vote on an “as-if-converted” basis and shall have full ratchet protection in any subsequent offerings. Pursuant to the Purchase Agreement, the Company shall also issue Lazar (or a Lazar Transferee) warrants to purchase up to an additional 2,800,000 shares of Common Stock, with an exercise price equal to $1.00 per share, subject to adjustment therein (the “Warrants”, and together with the Series A Preferred Stock, the “Purchased Securities”).

The Company evaluated the Series A Preferred Stock and Warrants for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because neither the Series A Preferred Stock nor the Warrants met the definition of liability instruments.

F-2124

The Warrants are classified as component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holder to receive a fixed number of shares of common stock upon exercise. In addition, the Warrants do not provide any guarantee of value or return. The Company valued the Warrants at issuance using the Black-Scholes option pricing model and determined the fair value of the Warrants to purchase 2,800,000 shares of the Company’s common stock at $4.7 million. The key inputs to the valuation model included a weighted average volatility of 162.0% and an expected term of 3.0 years.

The proceeds from the issuance of the Series A Preferred Stock to the Company were allocated based on the relative fair value of the Warrants as compared to the fair value of the Series A Preferred Stock. The fair value of the Warrants incorporates assumptions regarding our common stock price, dividend yield, stock price volatility, as well as assumptions regarding the risk-free interest rate. Using this model, the Warrants was valued at $1.4 million at January 23, 2024 and was included in additional paid in capital on our condensed consolidated balance sheet.

The fair value of the Series A Preferred Stock was determined based on assumptions that incorporated our common stock price and dividend rate. The Company valued the Series A Preferred Stock at $4.5 million. Based on the fair value model to allocate the Series A Preferred Stock proceeds, the Series A Preferred Stock was valued at $1.4 million at January 23, 2024 and was included in Series A Preferred Stock on our condensed consolidated balance sheet.

On February 26, 2024, the Company held a special meeting of stockholders, who voted and approved (i) the issuance of shares of our ~~common stock, par value $0.01 per share (“~~Common Stock”) upon conversion of Series A Preferred Stock or exercise of the Warrants to be issued at Closing of the Purchase Agreement, which conversions or exercise would result in a “change of control” of the Company under the applicable rules of ~~the~~ Nasdaq and (ii) an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) to effect the increase in authorized shares of Preferred Stock to 10,000,000. Except for stock dividends or distributions for which adjustments are to be made pursuant to the Existing Charter, Holders of Series A Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, without regard to conversion limitations herein) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Series A Preferred Stock.

On ~~October~~February 2218, ~~2024~~2025, the Company ~~issued~~entered ~~305~~into a Securities Purchase Agreement (the “February 18,~~357~~ 2025 SPA”) with David Lazar (“Seller”), and Cao Yu, Hu Bin, and Youxin Consulting Limited (collectively, the “Purchasers”), which was subsequently amended on May 9, 2025. Pursuant to the February 18, 2025 SPA and its amendment, Seller, a former director and officer of the Company, sold to the Purchasers (i) 2,219,447 shares of Series A Preferred Stock, (ii) a warrant to purchase up to 2,800,000 shares of Common Stock at an exercise price of $1.00 per share, subject to adjustment (the “Warrant”), and (iii) certain receivables owed by the Company to Seller associated with the transaction (the “Lazar Receivables”). On April 10, 2025, Seller transferred an additional 31,258 shares of Series A Preferred Stock to the Purchasers (together with the previously transferred shares and the Warrant, the “Securities”). The aggregate purchase price for the Securities and the Lazar Receivables was $500,000, of which $300,000 was directed by Seller to be paid to the Company in exchange for a convertible note (see Note 9). The Purchasers also paid a $3.4 million earn-out payment to Seller for his ~~services~~efforts ~~performed~~related to the Company’s successful relisting on ~~behalf~~Nasdaq as of June 30, 2025. As of June 30, 2025, the Lazar Receivables were forgiven for the benefit of the Company, ~~from~~and ~~January~~the Warrant was amended and restated to ~~September 2024~~eliminate the beneficial ownership limitations previously contained therein.

~~Common~~Securities ~~Stock~~Purchase Agreements

~~The~~On ~~Company~~May 9, is2025, ~~authorized~~the toCompany ~~issue~~entered 60into,~~000,000~~ ~~shares~~and ofsimultaneously ~~common~~closed ~~stock~~the attransactions ~~$0.01~~under, ~~par~~Securities ~~value~~Purchase ~~per~~Agreements ~~share.~~with AsCao ofYu ~~December 31~~and Hu Bin, ~~2024~~pursuant ~~and~~to ~~2023,~~which the Company ~~had~~sold 3an aggregate of 2,~~713~~439,~~792~~025 ~~and~~shares 2of its common stock—1,~~789~~585,~~020~~366 shares to Cao Yu for a purchase price of $2,600,000 ~~respectively~~and 853,659 shares ofto ~~common~~Hu ~~stock~~Bin ~~outstanding~~for a purchase price of $1,400,000.

In January 2024 and September 2024, the Company issued 156,880 and 612,892, respectively, shares of common stock to board members in exchange for services performed and recorded $378,081 in stock-based compensation expense and $465,482 in reduction to accrued expenses, respectively. The Company issued 20,000 and 135,000 shares of common stock to vendors in exchange for services performed in 2024. The Company recorded $48,200 and $5,400 in stock-based compensation expense in January 2024 and September 2024.

Equity Compensation Plans

In July 2019, the Company terminated the 2009 Stock Option Plan and the 2009 Directors Option Plan (collectively, the “Prior Plans”) and adopted the 2019 Stock Option Plan (the “2019 Stock Options Plan”) and the 2019 Directors Option Plan (the “2019 Directors Option Plan”) (collectively, the “2019 Plans”, and together with the Prior Plans, the “Plans”). The purpose of the 2019 Plans is to provide certain incentive and non-statutory stock options to employees, directors and certain non-employees. As a result, the Company may not grant any additional awards under the Prior Plans. The Prior Plans will continue to govern outstanding stock options previously granted thereunder. The Company has initially reserved 160,000 shares and 40,000 shares of common stock for issuance of awards under the 2019 Stock Option Plans and the 2019 Directors Option Plan, respectively.

F-22

The 2019 Plans authorize grants to purchase shares of authorized but unissued common stock. Stock options can be granted with an exercise price no less than or equal to the stock’s fair market value at the date of grant. All awards have 10-year terms. The 2019 Plans permit incentive stock options, or ISOs and non-qualified stock options, or NSOs. If the stock options are granted to a 10% stockholder, then the exercise price per share may not be less than 110% of the fair market value per share of the Company’s common stock on the grant date. The board of directors sets the fair value and exercise price for the underlying shares at the grant date.

On November 9, 2021, the Company’s Board of Directors approved the Omnibus Incentive Compensation Plan and Non-Employee Directors Compensation Plan (collectively, the “2021 Equity Plans”) and terminated the 2019 Plans. The purpose of the 2021 Equity Plans is to provide certain incentive and non-statutory stock options, restricted stock, restricted stock units, and stock appreciation rights to employees, directors, and certain non-employees. As a result, the Company may not grant any additional awards under the 2019 Plans. The Prior Plans and the 2019 Plans will continue to govern outstanding stock options previously granted thereunder. The Company has initially reserved 120,000 shares and 50,000 shares of common stock for issuance of awards under the Omnibus Incentive Compensation Plan and Non-Employee Directors Compensation Plan, respectively. On June 9, 2022, the 2021 Equity Plans were approved by the Company’s shareholders.

Stock Option Activity

Stock option activity under Stock Option Plans was as follows:

Summary of stock option activity
	OutstandingOptions			Weightedaverageexerciseprice		Weightedaverageremainingcontractualterm		AggregateIntrinsicValue
Outstanding at December 31, 2022		38,926		$	46.75		2.20	$	10.50
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		(38,926	)		46.75		-		-
Outstanding at December 31, 2023		-		$	-		-	$	-
Outstanding at December 31, 2024		-
Exercisable at December 31, 2024		-		$	-		-	$	-

There were no options granted during 2024 and 2023 under the stock option plan. As of December 31, 2024 and 2023, there were no options vested or outstanding.

Stock-based Valuation Assumptions

During 2024 and 2023, the Company did not grant stock options and consequently had no requirement to value stock options.

Restricted Stock Units

During 2023, the Company granted 14,831 RSUs with a total fair value of $80 thousand under the 2021 Equity Plans. As of December 31, 2023, there were no RSUs vested with a fair value of $0 thousand. The Company recorded $118 thousand in stock-based compensation expense for the years ended December 31, 2023. As of December 31, 2023, the total unrecognized stock-based compensation expense was $0 thousand. During 2024 and as of December 31, 2024, there were no RSUs granted or outstanding.

F-23

A summary of plan activity for the 2021 Equity Plans is as follows:

Schedule of restricted stock units
				Weighted
				Average Grant Date
	Units			Fair value
Unvested at December 31, 2022		44,516		$	23.75
Granted		14,831			5.39
Vested		(20,498	)		(21.63	)
Forfeited		(38,849	)		(17.86	)
Unvested at December 31, 2023		-		$	-

Stock-based Compensation Expense

The following table sets forth stock-based compensation expense included in the Company’s consolidated statements of operations:

Schedule of stock based compensation expense
	Years endedDecember 31,
	2024		2023
Cost of goods sold	$	-	$	17,205
Sales and marketing		-		55,657
General and administrative		897,163		75,921
Research and development		-		130,612
Total stock-based compensation expense	$	897,163	$	279,395

(9) INCOME TAXES

Income tax expense consists of:

Schedule of income taxes
	Current		Deferred		Total
Year Ended December 31, 2023:
U.S. Federal	$	-	$	-	$	-
State and local		16,623		-		16,623
Foreign		25,996		-		25,996
	$	42,619	$	-	$	42,619
Year Ended December 31, 2024:
U.S. Federal	$	-	$	-	$	-
State and local		11,216		-		11,216
Foreign		-		-		-
	$	11,216	$	-	$	11,216

The principal components of deferred tax assets, net, were as follows at December 31:

Schedule of deferred tax assets
	2024			2023
Deferred income tax assets:
Capitalized research and development	$	-		$	-
Inventories		-			550,023
Accounts receivable		-			261,564
Accrued expenses		-			29,414
Net operating loss and tax credit carry forwards		14,629,440			19,244,464
Plant and equipment		-			85,332
Stock compensation		-			-
Other – interest expense		-			293,932
Total deferred income tax assets		14,629,440			20,464,729
Valuation allowance		(14,629,440	)		(20,464,729	)
Net deferred tax assets	$	-		$	-

F-24

As of December 31, 2024, the Company had Federal net operating loss carry forwards of approximately 70 million, which are available to offset future taxable income. They are due to expire in varying amounts from 2025 to 2044. As of December 31, 2018, federal net operating losses of approximately $37 million may be carried forward indefinitely. A valuation allowance has been established for the full amount of net deferred income tax assets as management has concluded that it is more likely than not that the benefits from such assets will not be realized. The NOL constitutes the majority of the deferred assets and the other components have not been presented as to the immateriality as compared to the NOL.

The Federal NOLs may be subject to certain limitations under Section 382 of the Internal Revenue Code, which could significantly restrict the Company’s ability to use the NOLs to offset taxable income in subsequent years.

As result of changes made by the Tax Cuts and Jobs Act of 2017, that became effective as of January 1, 2022, the company is now required to capitalize for tax purposes certain research and development expenses and amortize domestic expenses over a 5 year period and foreign expenses over a 15 year period, resulting in a deferred tax asset for the capitalized amounts as reflected in the above table.

The following is a reconciliation of the statutory Federal income tax rate to the actual effective income tax rate for continuing operations:

Schedule of reconciliation of statutory federal income tax rate
	2024			2023
Federal tax (benefit) rate		21	%		21	%
Increase (decrease) in taxes resulting from:
State income taxes		-			4
Change in valuation allowance		(21	)		(21	)
Expiration of NOLs		-			(5	)
Expiration of stock options		-			(1	)
Permanent differences		-			1
Changes in Federal and state rates		-			1
Effective income tax rate		0	%		0	%

The Company reviews annually the guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold. At December 31, 2024 and 2023, the Company did not have any material uncertain tax positions. No interest and penalties related to uncertain tax positions were accrued at December 31, 2024 and 2023.

The Company files income tax returns in the U.S., India, and Mexico. Tax years subsequent to 2017 remain subject to examination for both U.S. Federal and state tax reporting purposes. Tax years subsequent to 2016 remain subject to examination for Mexico tax reporting purposes. The foreign income tax reported represents tax on operations for the Company that is located in a special economic zone in Mexico. Other than the Mexico facility, the Company has an India operation and has no other operations in a foreign location. The India operation had no tax obligations as of December 31, 2024.

(10) RETIREMENT PLAN

The Company sponsors a 401(k) retirement savings plan for employees. Effective January 1, 2022, the Company increased the Company match to an amount not to exceed 3% of an employee’s contribution. Employees could contribute to the 401(k) up to 100% of their wages with a maximum of $23,000 for 2024. Under the Economic Growth and Tax Relief Reconciliation Act, employees who are age 50 or older could contribute an additional $7,500 per year for a maximum of $30,500 for 2024. Contributions by the employees are invested in one or more funds at the direction of the employee; however, employee contributions cannot be invested in Company stock. Contributions by the Company are made in accordance with the investment elections made by each participant for his or her deferral contributions. The matching contribution is applied to the employee accounts after each payroll. The Company matching contributions charged to expense were $0 thousand and $98 thousand in the years ended December 31, 2024, and 2023, respectively.

F-25

~~(11)~~Helena ~~RELATED~~Purchase ~~PARTY TRANSACTIONS~~Agreement

~~The~~On ~~Company~~May 9, ~~leased~~2025, ~~office~~the ~~space~~Company ~~located~~entered atinto ~~848~~a ~~Elm~~Purchase ~~Street,~~Agreement ~~Manchester,~~(the ~~NH.~~“Helena ~~The~~Purchase ~~landlord~~Agreement”) iswith anHelena ~~affiliate~~Global ~~entity~~Investment ~~owned~~Opportunities byI MrLtd. ~~Hitchcock.~~ ~~The~~(“Helena”) ~~two-year~~whereby ~~facility~~the ~~lease~~Company ~~agreement~~shall ~~was~~have ~~effective~~the ~~from~~right ~~August 1, 2019,~~ to ~~July 31,~~issue ~~2021~~ and ~~was~~sell ~~extended~~ to ~~July 31~~Helena, ~~2022.~~from Ontime ~~July 18,~~to ~~2022~~time, ~~the~~and ~~lease~~Helena ~~agreement~~shall ~~was~~purchase ~~amended~~from tothe aCompany, ~~month-~~up to~~-month~~ ~~lease~~$15,000,000 ~~arrangement~~of ~~and~~Common ~~may~~Stock, beduring ~~terminated~~the byperiod ~~either~~commencing ~~party~~on ~~with~~May 9, a2025 ~~60-day~~and ~~notice.~~ending ~~The~~on ~~lease~~the ~~was~~first ~~terminated~~day inof ~~December 2024.~~the ~~The~~month ~~facility~~immediately ~~lease~~following ~~agreement provided for 2,656 square feet. For~~ the ~~twelve~~36-~~months~~month ~~period~~anniversary ~~ended~~of ~~December~~May 319, ~~2024 and 2023, the rent expense was $14 thousand and $42 thousand, respectively~~2025.

OnThe ~~November 30,~~closing ~~2022,~~of ~~the~~each ~~Company~~Advance and ~~Slingshot~~each ~~Capital,~~sale ~~LLC~~and purchase of Common Stock related to each Advance (~~“Slingshot~~each, ~~Capital~~a “Closing”) ~~entered~~shall ~~into~~take aplace ~~Bridge~~on ~~Loan~~the ~~Agreement~~applicable Settlement Date (as defined in the ~~“Bridge~~Helena ~~Loan~~Purchase Agreement”), ~~pursuant~~at toa ~~which~~Purchase ~~Slingshot~~Price ~~Capital~~(as ~~agreed~~defined toin ~~make~~the ~~available~~Helena aPurchase ~~bridge~~Agreement) ~~loan~~based inon ~~the~~95% ~~principal~~of ~~amount~~the uplowest ofVWAP upfor tothe $1Common Stock,~~500,000.~~ ~~The~~in ~~Company~~respect ~~has~~of ~~drawn~~any ~~down $1~~Advance,~~000,000~~ ~~under~~during the ~~Bridge~~three ~~Loan~~(3) ~~Agreement.~~trading ~~Subject~~days tocommencing ~~Slingshot~~on ~~Capital~~the date of Helena’s ~~sole~~receipt ~~discretion,~~of the ~~other~~shares ~~$500,000~~of ~~may~~Common beStock ~~drawn~~relating byto ~~the~~such ~~Company~~Advance.

OnIn ~~December 6,~~consideration ~~2023,~~for ~~the~~Helena’s ~~Company~~execution and ~~Slingshot~~delivery ~~Capital~~of ~~entered~~the ~~into~~Helena aPurchase ~~Debt Conversion~~ Agreement, ~~(“Conversion~~the ~~Agreement”)~~Company ~~pursuant~~issued to ~~which~~Helena, ~~the~~as ~~Company~~a ~~agreed~~commitment ~~to issue 734~~fee,~~343~~ shares of ~~the~~Common ~~Company’s~~Stock ~~common stock~~ (~~based on $1.533 per share) (~~the “Commitment Fee Shares”), inhaving ~~exchange~~an ~~for~~aggregate ~~the~~value ~~cancellation~~of $150,000, of awhich ~~total~~(i) ~~principal~~71,572 ~~amount~~shares ofwere $1issued on May 14,~~000~~ 2025,~~000~~ ~~(“Principal~~and ~~Amount”~~(ii) ~~outstanding~~71,572 ~~under~~shares ~~the~~were ~~Bridge~~issued ~~Loan~~on ~~Agreement~~August 11, ~~and~~2025. ~~Bridge~~The ~~Term~~Commitment ~~Note~~Fee ~~(collectively,~~Shares ~~the~~were ~~“Loan~~fully ~~Agreements”),~~earned ~~with~~as ~~Slingshot~~of ~~Capital,~~the ~~plus~~agreement ~~$125~~date,~~778~~ inand ~~accrued~~the ~~and~~issuance ~~unpaid~~of ~~interest~~the onCommitment ~~such~~Fee ~~Principal~~Shares ~~Amount~~was asnot ofcontingent ~~December 6,~~upon ~~2023~~any other event or condition. The ~~price~~number ~~per~~of ~~share~~the ~~used~~Commitment Fee Shares issued in ~~the~~each ~~exchanged~~tranche was determined by dividing $75,000 by the ~~weighted~~lowest ~~average~~Volume ~~price~~Weighted ~~per~~Average ~~share~~Price ~~and~~(VWAP) ~~trade~~of ~~volume~~the onCompany’s ~~September 13,~~common ~~2023~~stock ~~and~~during ~~November 28,~~the ~~2023~~five trading days immediately preceding the agreement date.

~~Slingshot~~July ~~Capital~~2025 ~~is owned by the Company’s former Chairperson of the Board and a former Board of Director, Jeremy Hitchcock and Elizabeth Hitchcock, respectively.~~Warrant

On July 2, 2025, the Company issued a warrant to purchase 404,002 shares of Common Stock with an exercise price of $0.01 per share, subject to stockholder approval (12the “July 2025 Warrant”), ~~SUBSEQUENT~~to ~~EVENTS~~David Lazar. This warrant was issued as compensation for services provided by David Lazar.

~~The~~In accordance with the accounting requirements of ASC 718, “Compensation—Stock Compensation,” and ASC 505-50, “Equity—Equity-Based Payments to Non-Employees,” the Company ~~considers~~measured ~~events or~~this ~~transactions~~equity ~~that~~instrument ~~occur~~at ~~after~~fair value and recognized the ~~balance~~compensation ~~sheet~~cost immediately on the grant date. ~~but~~Using ~~prior~~the toBlack-Scholes ~~April 10~~option pricing model, ~~2025~~with tokey ~~provide~~inputs ~~additional~~including ~~evidence~~a ~~relative~~fair ~~to certain~~value ~~estimates~~of orthe tounderlying ~~identify~~common ~~matters~~stock ~~that~~of ~~require~~$2.67, ~~additional~~an ~~disclosure~~exercise price of $0.01 ~~The~~per ~~Company~~share, ~~evaluated~~an ~~all~~expected ~~subsequent~~term ~~events~~of 0.405 years, a risk-free interest rate of 4.33%, expected volatility of 90%, and a dividend yield of 0%, the fair value of this warrant was determined ~~that~~to ~~there~~be ~~are~~$1,074,715.55 noas ~~material~~of ~~recognized~~July or2, ~~unrecognized~~2025. ~~subsequent~~On ~~events~~the ~~requiring~~grant ~~disclosure~~date, ~~except~~the asCompany ~~described below~~recognized the compensation expense with a corresponding credit to APIC.

~~Private~~On November ~~Placement~~12, 2025, David Lazar exercised the warrant through a cashless exercise mechanism. Pursuant to the cashless exercise, 402,347 shares of common stock were issued. The warrant was fully settled upon this exercise and ~~Securities~~no ~~Purchase~~longer ~~Agreement~~remains outstanding.

On February 18, 2025, the Company entered into, and simultaneously closed the transactions under, that certain Amended and Restated Securities Purchase Agreement (“Purchase Agreement”) among Cao Yu, Hu Bin, and Youxin Consulting Limited, a Hong Kong company (collectively, the “Purchasers”), David Lazar (“Seller”) and the Company, whereby Seller sold to the Purchasers (a) sold to the Purchasers (i) 2,219,447 shares of Series A Convertible Preferred Stock,-Based $0.001 par value per share (“Seller Preferred Stock”), and (ii) a warrant to purchase up to an additional 2,800,000 shares of common stock, par value $0.01 per share, with an exercise price equal to $1.00 per share, subject to adjustment therein (the “Warrant”, and together with the Seller Preferred Stock, the “Securities”), and (b) granted Youxin Consulting Limited a power of attorney over 2,656,980 shares of common stock, $0.001 par value per share and 85,910 shares of Series A Convertible Preferred Stock, $0.001 par value per share). Purchasers also purchased certain receivables that the Company owed to Seller (the “Lazar Receivables”). The purchase price for the Securities and the Lazar Receivables was $500,000.Compensation

AsOn ~~further~~April ~~consideration~~29, ~~for the sale of the Securities~~2025, ~~Seller has~~ the ~~opportunity~~Company toentered beinto ~~paid~~Director byAgreements ~~the~~with ~~Purchasers~~two anindependent ~~additional $3~~directors,~~400,000,~~ ~~less~~pursuant ~~any~~to ~~indemnity~~which ~~and~~each ~~other~~director ~~obligations~~is ~~payable~~entitled byto ~~Seller~~receive 100,000 ifshares ~~(i)~~of the Company’s common stock ~~is listed on the Nasdaq on or before December 31~~, ~~2025~~provided ~~and~~they ~~(ii)~~remain ~~the Company has satisfied all applicable initial and continuing listing requirements of the Nasdaq. Additionally, if the foregoing is achieved, Seller will also receive~~ a ~~number~~director offor ~~newly~~one ~~issued~~year ~~shares~~from ~~of common stock of~~ the ~~Company~~effective ~~equal~~date ~~to 3%~~ of the ~~then~~Director ~~outstanding~~Agreements. ~~shares~~The ofgrant ~~common stock on the~~ date ~~the~~for ~~Company’s~~these ~~common~~equity ~~stock~~awards iswas ~~listed~~April on29, ~~the~~2025, ~~Nasdaq~~with ~~pursuant to Section 4(~~a) ~~(2)~~one-year ofservice ~~the~~period ~~Securities~~ending ~~Act~~on ofApril ~~1933~~29, ~~as amended~~2026.

Compensation expense is recognized on a straight-line basis over the service period. For the year ended December 31, 2025, the Company recognized $122,667 of stock-based compensation expense related to these awards, representing the portion of the service period completed during 2025. This amount is recorded as an increase to additional paid-in capital and is included in general and administrative expenses in the consolidated statements of operations.

F-26

The Purchase Agreement includes a covenant that, promptly following the closing, the Company will take all actions reasonably necessary to amend its certificate of incorporation to increase the Stated Value (~~as defined in the certificate of incorporation~~13) ofINCOME ~~the Series A Convertible Preferred Stock from $1.40 to $2.75 in consideration for cancelling the Warrant and forgiving the Lazar Receivables (the “Conversion Increase”).~~TAXES

The ~~Purchase~~components ~~Agreement also contains customary representations, warranties and agreements~~ of ~~the~~income ~~Company,~~(loss) ~~Seller~~before ~~and~~income ~~the~~taxes ~~Purchasers,~~were ~~indemnification~~as ~~rights and other obligations of the parties.~~follows:

Non-binding Letter of Intent

Schedule of provision for income tax
	2025			2024
Domestic	$	(2,209,175	)	$	(4,235,494	)
Foreign		3,729,813			-
Income (loss) before income taxes	$	1,520,638		$	(4,235,494	)

OnIncome ~~March 25,~~tax ~~2025,~~expense ~~the Company entered into a non-binding letter of intent~~ (~~“LOI”~~benefit) ~~with~~consisted ~~Hongyan Sun and Lin Lin (collectively, the “Sellers”), pursuant to the terms~~ of which the Sellers will transfer 100% of their equity interests in Suzhou Yixuntong Network Technology Co., Ltd. (the “Target Company”) to the Company (the “Potential Transaction”) for a purchase price not to exceed $2,000,000. The Company shall make a prepayment of $300,000 to the Sellers, as soon as practicable, upon the signing of the LOI.:

Upon the signing of this LOI, the Target Company and the Sellers (i) have granted the access of the Target Company’s service ports to the Company; (ii) have connected the Company to the Target Company’s Software as a Service platform; (iii) and is working with the Company to ensure it can carry out the Multi-Channel Network business in the second quarter of 2025.

Schedule of income tax expense benefit
	Current			Deferred		Total
Year Ended December 31, 2025:
U.S. Federal	$	-		$	-	$	-
State and local		-			-		-
Foreign		448,204			-		448,204
	$	448,204		$	-	$	448,204
Year Ended December 31, 2024:
U.S. Federal	$	-		$	-	$	-
State and local		(11,216	)		-		(11,216	)
Foreign		-			-		-
	$	(11,216	)	$	-	$	(11,216	)

The ~~Potential~~Company ~~Transaction~~ is subject to ~~the~~taxation ~~Company’s~~in ~~satisfactory~~certain ~~completion~~foreign ofjurisdictions. ~~legal,~~Earnings ~~tax,~~from ~~financial,~~non-U.S. ~~operation,~~activities ~~human~~are ~~resources~~subject ~~and~~to ~~administration,~~local ~~and~~country ~~environmental~~income ~~due diligence of Target Company and such other due diligence as the Company may deem necessary~~tax.

~~The~~Entity ~~Company~~incorporated ~~and~~in ~~the~~Hong ~~Sellers~~Kong ~~expect~~is subject to ~~complete~~Hong ~~the~~Kong ~~Potential~~Profits ~~Transaction~~Tax asat ~~soon~~a asrate ~~reasonably~~of ~~practicable,~~8.25% ~~but~~on inthe nofirst ~~event~~HKD ~~later~~2 ~~than~~million ~~six (6) months after signing~~ of ~~the~~assessable ~~LOI~~profits ~~(the~~and ~~“Long-Stop~~at ~~Date”)~~16.5% ~~The~~thereon. ~~Sellers~~There ~~have~~are ~~agreed~~no ~~that~~withholding ~~that,~~taxes ~~from~~on the ~~date~~payment of ~~the~~dividends ~~LOI~~by ~~through~~entities ~~the~~incorporated ~~Long-stop~~in ~~Date,~~Hong orKong ~~the date when the Company informs the Sellers that the exclusivity expires, whichever occurs earlier, the Sellers shall refrain, directly or indirectly from (i) soliciting offers from third parties~~ to ~~acquire~~their Target Company and/or its business, and from offering Target Company or its business to any person, firm, group or corporation other than the Company; and (ii) entering into any agreement aimed at selling or otherwise transferring Target Company or the business or that may otherwise prevent the parties from consummating the Potential Transactionstockholders.

~~The~~Entities ~~Company~~incorporated ~~expects~~in toJapan ~~announce~~are ~~additional~~subject details regarding the Potential Transaction if and when a definitive agreement is executed. No assurances can be made that the Company will successfully negotiate and enter into a definitive agreement with respect to ~~the~~Japanese ~~Potential~~corporate ~~Transaction,~~income ortax ~~that the Potential Transaction will be consummated on the terms or timeframe currently contemplated, or~~ at ~~all.~~an ~~Any~~effective ~~transaction~~rate ~~is subject to board and shareholder holder approval~~ of ~~the~~approximately ~~Company,~~37% ~~regulatory~~(including ~~approvals~~national and ~~other~~local ~~customary conditions~~taxes).

For the year ended December 31, 2025, the Company recorded an income tax expense of $448,204, consisting primarily of current Hong Kong Profits Tax of $698,799 attributable to the profitable operations of the Hong Kong subsidiary, net of an income tax benefit of $250,595 for the net operating loss incurred by the Japan subsidiary in December 2025. No income tax provision has been made for the U.S. corporation due to the net operating losses carryover, and no income tax benefit related to the net operating losses is recognized, as a full valuation allowance is established for the U.S. corporation.

As of December 31, 2025, the balance of income tax payable of the Company was approximately $1.0 million, of which $0.5 million was related to the acquisition of HKG (see Note 4).

The Company paid nil for income taxes for each of the year ended December 31, 2025 and 2024.

F-27

The principal components of deferred tax assets, net, were as follows:

Schedule of deferred income tax assets
As of December 31	2025			2024
Deferred income tax assets:
Net operating loss and tax credit carry forwards		14,327,056			14,629,440
Stock compensation		25,762			-
Total deferred income tax assets		14,352,818			14,629,440
Valuation allowance		(14,352,818	)		(14,629,440	)
Net deferred tax assets	$	-		$	-

As of December 31, 2025, the Company had Federal net operating loss (“NOL”) carryforwards of approximately 68.2 million, which are available to offset future taxable income. These NOL carryforwards expire in varying amounts beginning in 2026 through 2045. The Company has recorded a full valuation allowance against its deferred tax assets, as management has determined that it is more likely than not that the tax benefits associated with these deferred tax assets will not be realized.

The valuation allowance changed by $ 276,622 during the year ended December 31, 2025, primarily due to the expiration of certain net operating loss carryforwards, the utilization of net operating loss carryforwards against taxable income generated during the year, and an increase in deferred tax assets related to share-based compensation recognized during the period. During the year ended December 31, 2024, the change in valuation allowance was primarily attributable to net operating losses incurred during the year and the expiration of certain net operating loss carryforwards.

The differences between income taxes expected at the U.S. federal statutory income tax rate and income taxes reported were as follows:


	2025
	$			%
Income before income taxes	$	1,520,638
U.S. Federal Statutory Tax Rate		319,334			21.0	%

Foreign Tax Effects
Hong Kong
Statutory tax rate difference between Hong Kong and United States		(220,262	)		-14.5	%
Japan
Statutory tax rate difference between Japan and United States		(108,220	)		-7.1	%
Other		(6,575	)		-0.4	%

Effect of Cross-Border Tax Laws
Global intangible low-taxed income		917,111			60.3	%

Changes in Valuation Allowances		(276,622	)		-18.2	%

Other Adjustments		(176,562	)		-11.6	%

Effective Tax Rate	$	448,204			29.5	%

F-28

The material jurisdictions where the Company is subject to potential examination by tax authorities include the U.S., Hong Kong and Japan.

Tax years after 2021 remain subject to examination for both U.S. Federal and state tax reporting purposes. For the Company’s Hong Kong subsidiary, which was established in March 2025, all tax years since its incorporation remain subject to examination. For the Company’s Japanese subsidiary, which was established in October 2024 and acquired in November 2025, all tax years since its incorporation remain subject to examination.

(14) SUBSEQUENT EVENTS

The Company has evaluated subsequent events from December 31, 2025 through the date of this filing and has determined that there are no additional events requiring recognition or disclosure in the financial statements except for the events as disclosed below:

Private Placement

On January 30, 2026, the Company entered into a securities purchase agreement with certain accredited investors for the sale and issuance of 394,476 shares of the Company’s common stock in a private placement. The shares were sold at a price of $5.07 per share, resulting in expected gross proceeds of approximately $2.0 million, before deducting offering expenses. The Company intends to use the net proceeds for potential future acquisitions and general corporate purposes. The closing of the private placement is expected to occur no later than 60 calendar days following January 30, 2026. In connection with the private placement, the Company has agreed to file a resale registration statement with the SEC covering the shares within 60 days of the closing of the transaction.

F-29

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~None~~The information required by this Item was previously reported in the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025.

ITEM 9A. – CONTROLS AND PROCEDURES

~~Management’s~~Evaluation ~~Report~~of on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our ~~Securities~~reports ~~Exchange~~pursuant ~~Act~~to ofthe ~~1934~~Exchange ~~reports~~Act is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~ rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our ~~Principal~~Chief Executive Officer and Chief Financial Officer of the Company, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

AsIn connection with the preparation of ~~December 31,~~this ~~2024~~Annual Report, we carried out an evaluation, under the supervision and with the participation of our management, including our ~~Principal~~Chief Executive Officer and Chief Financial Officer of the Company, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange Act as of ~~1934~~December 31, 2025. Based upon that evaluation, ~~our~~and ~~management~~other ~~has~~than ~~concluded~~as ~~that~~disclosed herein, our ~~disclosure~~Chief ~~controls~~Executive Officer and ~~procedures~~Chief ~~were~~Financial ~~effective~~Officer concluded that as of the end of the period covered by this ~~report~~Annual inReport, ~~enabling~~the usCompany’s todisclosure ~~record,~~controls ~~process,~~and ~~summarize~~procedures ~~and~~were ~~report~~not ~~information~~operating ~~required~~effectively due to bethe ~~included~~material weakness in ~~our~~internal ~~periodic~~control ~~SEC~~over ~~filings~~financial ~~within~~reporting ~~the~~described ~~required time period~~below.

~~Management’s~~Material ~~Report~~Weakness onin Internal Control ~~over~~Over Financial Reporting

~~Our~~A ~~management~~material weakness is ~~responsible~~a ~~for~~deficiency, ~~establishing~~or ~~and~~combination ~~maintaining~~of ~~adequate~~deficiencies, in internal control over financial reporting., ~~but~~such ~~not absolute, assurance~~ that ~~assets~~there ~~are~~is ~~safeguarded~~a ~~against~~reasonable ~~loss~~possibility ~~from~~that ~~unauthorized~~a ~~use~~material ormisstatement ~~Judgments~~of bythe ~~management~~annual ~~are~~or ~~also~~interim ~~required~~financial instatements ~~evaluating~~will ~~the~~not ~~expected~~be ~~benefits~~prevented ~~and~~or ~~related~~detected ~~costs~~on ofa ~~control~~timely ~~procedures~~basis. ~~The~~During ~~objectives~~the ofyear ~~internal~~ended ~~control~~December 31, ~~include providing management with reasonable disposition~~2025, ~~and that transactions are executed in accordance with~~ management’s ~~authorization~~identified ~~and~~a ~~recorded~~material ~~properly~~weakness ~~to permit the preparation of consolidated financial statements~~ in ~~conformity with accounting principles generally accepted in the U.S. Our management assessed the effectiveness of~~ our internal control over financial reporting asthat ofexisted ~~December 31,~~due ~~2024.~~to Ininsufficient ~~making~~accounting ~~this~~staffing ~~assessment,~~during ~~our management used~~ the ~~criteria~~Company’s ~~set~~restructuring ~~forth~~and innew ~~2013~~business bylaunch, ~~the~~resulting ~~Committee~~in ofreduced ~~Sponsoring~~review ~~Organizations~~capabilities ofand ~~the~~prior-period ~~Treadway~~errors ~~Commission~~which inhave ~~Internal~~since ~~Control-Integrated~~been ~~Framework~~corrected. ~~Our~~The ~~management~~Company ~~has~~was ~~concluded~~not ~~that~~able asto ~~of December 31~~attract, ~~2024~~develop ~~that~~and ~~our~~retain ~~internal~~sufficient ~~control~~resources ~~over~~to ~~financial~~fulfill ~~reporting~~internal iscontrol ~~effective~~responsibilities, resulting in ~~providing reasonable assurance regarding~~ the ~~reliability~~lack of ~~financial~~a ~~reporting~~sufficient ~~and~~complement ~~the preparation~~ of ~~financial~~personnel ~~statements~~with ~~for~~an ~~external~~appropriate ~~purposes~~degree inof ~~accordance~~knowledge ~~with~~and ~~US generally accepted accounting principles~~experience. ~~Our~~Management ~~management~~has ~~reviewed~~implemented the ~~results~~following ofplan ~~their~~in ~~assessment~~remediating ~~with~~this ~~our~~weakness, ~~Board~~as ofdescribed ~~Directors~~below.

~~This~~Plan ~~annual report does not include an attestation report~~ of ~~the~~Remediation Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to an exemption from the internal control audit requirements of ~~Section 404(b)~~Material ofWeakness ~~the~~in ~~Sarbanes-Oxley~~Internal ~~Act~~Control ofOver ~~2002.~~Financial Reporting

~~Inherent~~To ~~limitations~~address onthe ~~effectiveness~~material ofweakness, ~~controls~~management has developed and has been actively implementing the following remediation plan:

~~Internal~~● ~~control~~Increase ~~over~~Accounting ~~financial~~Staffing: ~~reporting~~We ~~has~~have ~~inherent~~successfully ~~limitations~~allocated ~~which~~additional ~~include~~resources ~~but are not limited~~ to the ~~use~~accounting ofdepartment. ~~independent~~During ~~professionals~~the ~~for~~third ~~advice~~quarter ~~and guidance, interpretation~~ of ~~existing and changing rules and principles~~2025, ~~segregation~~we ofhired ~~management~~one ~~duties,~~additional ~~scale~~qualified ofaccounting ~~organization, and~~ personnel ~~factors.~~with ~~Internal~~the ~~control~~required ~~over~~SEC ~~financial~~expertise ~~reporting~~to isensure asufficient ~~process~~staffing ~~that~~levels ~~involves~~for ~~human~~accurate ~~diligence~~ and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely ~~basis, however these inherent limitations are known features of the~~ financial reporting ~~process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk~~. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Changes~~● Enhance Review Processes: Management has implemented enhanced review and approval procedures for journal entries and financial reporting, including establishing more rigorous internal controls and implementing a formalized review process for all significant financial transactions. These enhanced procedures are now in ~~Internal~~effect ~~Control~~and ~~over~~are ~~Financial~~being ~~Reporting~~consistently applied.

There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal year ended December 31, 2024 that have materially or are reasonably likely to materially affect, our internal control over financial reporting.28

20● Training and Development: We have provided additional training to key personnel involved in the financial reporting process to enhance their knowledge and capability in identifying and addressing accounting and financial reporting issues.

~~PART~~● ~~III~~Ongoing Monitoring and Evaluation: Management will continuously monitor and assess the effectiveness of these measures to ensure that the remediation efforts are achieving their intended objectives. This includes ongoing evaluation of the newly implemented staffing enhancements and reinforced review processes.

~~ITEM~~We 10will –continue ~~DIRECTORS~~to evaluate and improve our internal control over financial reporting to address this issue and ensure the effectiveness of our financial reporting processes. Although we have taken steps to implement our remediation plan, ~~EXECUTIVE~~the ~~OFFICERS~~material ~~AND~~weakness ~~CORPORATE~~will ~~GOVERNANCE~~not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective. We will continue to monitor the effectiveness of our remediation plan and refine the remediation plan as appropriate.

~~Information~~Changes ~~required~~in byInternal ~~this~~Control ~~part~~Over isFinancial ~~hereby incorporated by reference from our definitive proxy statement for our 2025 annual meeting of stockholders which will be filed with the SEC within 120 days after the close of our fiscal year.~~Reporting

~~ITEM~~The 11Company –has ~~EXECUTIVE~~implemented ~~COMPENSATION~~certain changes in its internal controls, including the addition of qualified accounting personnel and the formalization of enhanced review procedures, to remediate the material weakness described above. Except as noted above, no change to the Company’s internal control over financial reporting occurred during the year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

~~Information~~ITEM ~~required~~9B by– ~~this~~OTHER part is hereby incorporated by reference from our definitive proxy statement for our 2025 annual meeting of stockholders which will be filed with the SEC within 120 days after the close of our fiscal year.INFORMATION

~~ITEM~~Rule 10b5-1 12Trading ~~– SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Plans

~~Information~~No ~~required~~officers, byas ~~this~~defined ~~part~~in isRule 16a-1(f) ~~hereby~~of ~~incorporated~~the byExchange ~~reference~~Act, ~~from~~or ~~our~~directors adopted and/or terminated a ~~definitive~~“Rule 10b5-1 ~~proxy~~trading ~~statement~~arrangement” ~~for~~or ~~our~~a ~~2025~~“non-Rule 10b5-1 ~~annual~~trading ~~meeting~~arrangement,” ofas ~~stockholders~~defined ~~which~~in ~~will~~Regulation beS-K ~~filed~~Item ~~with~~408, ~~the~~during ~~SEC within 120 days after~~ the ~~close~~fiscal ofquarter ~~our~~ended ~~fiscal~~December 31, ~~year~~2025.

ITEM 139C – ~~CERTAIN~~DISCLOSURE ~~RELATIONSHIPS,~~REGARDING ~~RELATED~~FOREIGN ~~TRANSACTIONS~~JURISDICTIONS ~~AND~~THAT ~~DIRECTOR~~PREVENT ~~INDEPENDENCE~~INSPECTIONS

~~Information~~Not required by this part is hereby incorporated by reference from our definitive proxy statement for our 2025 annual meeting of stockholders which will be filed with the SEC within 120 days after the close of our fiscal yearApplicable.

~~ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES~~29

~~Information~~PART required by this part is hereby incorporated by reference from our definitive proxy statement for our 2025 annual meeting of stockholders which will be filed with the SEC within 120 days after the close of our fiscal year.III

21ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~PART~~Information IVrequired by this Item is incorporated by reference from the Company’s definitive proxy statement to be filed no later than 120 days after December 31, 2025 (the “Definitive Proxy Statement”).

The Board has adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

ITEM 11 – EXECUTIVE COMPENSATION

Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference into this Annual Report into this Annual Report.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference into this Annual Report.

ITEM 13 – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference into this Annual Report.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference into this Annual Report.

PART IV

Item 15. Exhibits and Consolidated Financial Statement Schedules

(a) (1) and (2). Financial Statements.

See Index to Financial Statements under Item 8 in Part II hereof where these documents are listed. All schedules for which provision is made in the applicable accounting regulations of the ~~Securities~~SEC ~~and Exchange Commission~~ are not required under the related instructions or are inapplicable and, therefore, have been omitted.

(a) (3). Exhibits.

The following is a list of exhibits:

ITEM 15 – EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES *

(a)		Consolidated Financial Statements, Schedules and Exhibits:
	(1), (2)	The Consolidated Financial Statements and required schedules are indexed on page F-1.
	(3)	Exhibits required by the Exhibit Table of Item 601 of SEC Regulation S-K. (Exhibit numbers refer to numbers in the Exhibit Table of Item 601.)
	3.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed by the Company on September 4, 2009).*
	3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on November 18, 2015).*
	3.3	Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on November 18, 2015).*
	3.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on July 30, 2019).*
	3.5	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on June 4, 2021).*
	3.6	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on June 4, 2021).*
	3.7	Certificate of Correction of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K/A filed by the Company on June 30, 2021).*
	3.8	Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on July 23, 2021).*
	3.9	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on March 31, 2023).*
	3.10	Certificate of Designation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on March 1, 2024).*

Exhibit No.		Exhibit Description
3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed by the Company on September 4, 2009).

3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on November 18, 2015).

3.3		Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on November 18, 2015).

3.4		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on July 30, 2019).

3.5		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on June 4, 2021).

3.6		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on June 4, 2021).

3.7		Certificate of Correction of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K/A filed by the Company on June 30, 2021).

3.8		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on July 23, 2021).

3.9		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company on March 31, 2023).

3.10		Certificate of Designation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on March 1, 2024).

	3.11		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on March 6, 2024).
	3.12		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on February 28, 2025).
	3.13		Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on March 28, 2025).
	4.1		Description of Securities (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Form S-1 filed by the Company on July 26, 2021).*
	10.1		Amended and Restated Securities Purchase Agreement by and among the Company, the Purchasers and Seller, effective as of February 18, 2025. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2025).
	21.1		Subsidiaries.**
	23.1		Consent of Independent Registered Public Accounting Firm (Beckles & Co.).**
	31.1		CEO Rule 13a-14(a)/15d-14(a) Certification.**
	31.2		CFO Rule 13a-14(a)/15d-14(a) Certification.**
	32.1		CEO Section 1350 Certification.**†††
	32.2		CFO Section 1350 Certification.**†††
	101.INS		Inline XBRL Instance Document.**
	101.SCH		Inline XBRL Taxonomy Extension Schema Document.**
	101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.**
	101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.**
	101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.**
	101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.**
	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).**

*	In accordance with Rule 12b-32 under the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission, which documents are hereby incorporated by reference.
3.11		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on March 6, 2024).
**	Filed herewith.
3.12		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on February 28, 2025).
+	Management contract or compensatory plan, contract or arrangement.
3.13		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on August 7, 2025).
†	Confidential portions of this exhibit have been redacted and filed separately with the SEC pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
3.14		Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on March 28, 2025).
††	Certain confidential portions of this exhibit were omitted because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
4.1*		Description of Securities.
†††	This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
4.2		Unsecured Promissory Note by and between the Company and David Lazar, dated May 9, 2025 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company on May 12, 2025).
††††	The schedules and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
10.1		Amended and Restated Securities Purchase Agreement by and among the Company, the Purchasers and Seller, effective as of February 18, 2025. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on February 24, 2025).
10.2		Amendment No. 1 to the Securities Purchase Agreement dated as of November 12, 2024 by and among the Purchasers and the Company, effective as of February 18, 2025 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on February 24, 2025).
10.3*+		Form of Director Agreement.
10.4+		FiEE, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 4.16 to the Form S-8 filed by the Company on December 23, 2025).
10.5		Securities Purchase Agreement by and between the Company and Cao Yu, dated May 9, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on May 12, 2025).
10.6		Securities Purchase Agreement by and between the Company and Hu Bin, dated May 9, 2025 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on May 12, 2025).
10.7		Purchase Agreement by and between the Company and Helena Global Investment Opportunities I Ltd., dated May 9, 2025 (incorporated by reference to Exhibit 10.3 to the Form 8-K/A filed by the Company on May 12, 2025).
10.8		Second Amended and Restated Securities Purchase Agreement by and among the Company, David Lazar, Cao Yu, Hu Bin and Youxin Consulting Limited, dated May 9, 2025 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company on May 12, 2025).
10.9		Services Agreement by and between the Company and David Lazar, dated May 9. 2025 (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company on May 12, 2025).
10.10		Asset Purchase Agreement, dated as of June 30, 2025, by and among FiEE (HK) Limited, Hongyan Sun, Lin Lin and Suzhou Yixuntong Network Technology Co., Ltd (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on July 2, 2025).
10.11		Share Purchase Agreement, dated as of November 27, 2025, by and among FiEE, Inc., Yang Zhiqin and Lin Lin (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on December 2, 2025).

2332

10.12		Technology Transfer Agreement, dated as of November 27, 2025, by and between FiEE, Inc. and Lin Lin (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on December 2, 2025).

10.13		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on February 2, 2026).

10.14		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on February 2, 2026).

10.15*		Amendment No. 1 to Securities Purchase Agreement dated as of January 30, 2026 by and among the Company and the Purchasers therein, effective as of February 28, 2026.

19.1*		Insider Trading Policy.

21.1*		Subsidiaries.

23.1*		Consent of Independent Registered Public Accounting Firm (UHY LLP).

23.2*		Consent of Independent Registered Public Accounting Firm (Beckles & Co.).

31.1*		CEO Rule 13a-14(a)/15d-14(a) Certification.

31.2*		CFO Rule 13a-14(a)/15d-14(a) Certification.

32.1**		CEO Section 1350 Certification.

32.2**		CFO Section 1350 Certification.

97*		Incentive Compensation Recovery Plan.

101.INS**		Inline XBRL Instance Document.

101.SCH**		Inline XBRL Taxonomy Extension Schema Document.

101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

*	Filed herewith.
**	Furnished herewith.
+	Management contract or compensatory plan or arrangement.

ITEM 16 – FORM 10-K SUMMARY

None.

SIGNATURES

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

	FiEE, INC.
	(Registrant)
Date: March 20, 2026	By:	/s/ Li Wai Chung
Date: April 10, 2025	By:	/s/ Li Wai Chung
		Li Wai Chung
		Chief Executive Officer
		Chief Executive Officer and President
		(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Li Wai Chung and Cao Yu, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute or substituted, may lawfully do or cause to be done by virtue thereof.

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

Signature	Title	Date
Name	Title	Date
/s/ Li Wai Chung	Chief Executive Officer and President	~~April~~March 1020, ~~2025~~2026
Li Wai Chung	(~~principal~~Principal ~~executive~~Executive ~~officer~~Officer)
/s/ Yu Cao	Chief Financial Officer, Treasurer and Secretary	April 10, 2025
/s/ Cao Yu	Chief Financial Officer and Director	March 20, 2026
Yu Cao	(principal financial and accounting officer)
Cao Yu	(Principal Financial Officer and Principal Accounting Officer)
/s/ David Lazar	Director	April 10, 2025
/s/ Hongya Wen	Chairperson of the Board of Directors	March 20, 2026
David Lazar
Hongya Wen
/s/ Hu Bin	Director	March 20, 2026
Hu Bin
/s/ David Natan	Director	March 20, 2026
David Natan
/s/ Chan Oi Fat	Director	March 20, 2026
Chan Oi Fat

2434

Years ended
December 31,

Operating leases:

Weighted average remaining lease term (years)

Weighted average discount rate