FrankSpeech Network, Inc

6200 S Syracuse Way, Suite 125, Greenwood Village, CO 80111

307-316-4007

www.fsbn.com investor@fsbn.com

Quarterly Report

For the period ending 09/30/2024 (the “Reporting Period”)

Outstanding Shares

The number of shares outstanding of our Common Stock was:

38,598,249 as of 09/30/2024 (Current Reporting Period Date or More Recent Date)

643,972 as of 12/31/2023 (Most Recent Completed Fiscal Year End)

Shell Status

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934):

Yes: ☐ No: ☒

Indicate by check mark whether the company’s shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Change in Control Indicate by check mark whether a Change in Control4 of the company has occurred during this reporting period:

Yes: ☒ No: ☐

_________________

4 “Change in Control” shall mean any events resulting in:

(i)Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii)The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii)A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or (iv)The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1. Name and address(es) of the issuer and its predecessors (if any)
  
  In answering this item, provide the current name of the issuer and names used by predecessor entities, along with the dates of the name changes.
  
  June 1997 – SyCo Comics & Distribution, Inc., February 1999- Syconet.com, Inc., November 2002- Point Group Holdings, Inc., January 2004- GameZ n Flix, Inc., May 2009- TBC Global News Network, Inc., October 2015- InCapta, Inc., August 2024 FrankSpeech Network, Inc.
  
  Current State and Date of Incorporation or Registration: Wyoming
  
  Standing in this jurisdiction: (e.g. active, default, inactive): Active in Good Standing
  
  Prior Incorporation Information for the issuer and any predecessors during the past five years: None
  
  Describe any trading suspension or halt orders issued by the SEC or FINRA concerning the issuer or its predecessors since inception:
  
  None
  
  List any stock split, dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
  
  August- Merger, Reverse Split 1:50,000
  
  Address of the issuer’s principal executive office:
  
  6200 S Syracuse Way, Suite 125, Greenwood Village, CO 80111
  
  Address of the issuer’s principal place of business: ☒ Check if principal executive office and principal place of business are the same address:
  
  N/A
  
  Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
  
  No: ☒ Yes: ☐ If Yes, provide additional details below:
2. Security Information
  
  Transfer Agent
  
  Name: Colonial Stock Transfer Phone: (801) 355-5740 Email: issuers@colonialstock.com Address: 7840 S 700 E, Sandy, Utah 84070
  
  Publicly Quoted or Traded Securities:
  
  The goal of this section is to provide a clear understanding of the share information for its publicly quoted or traded equity securities. Use the fields below to provide the information, as applicable, for all outstanding classes of securities that are publicly traded/quoted.
  
  Trading symbol: FSBN
  
  Exact title and class of securities outstanding: Common Stock CUSIP: 45331T309
  
  Par or stated value: 0.001
  
  Total shares authorized: 300,000,000 as of date: 09/30/2024
  
  Total shares outstanding: 38,598,249 as of date: 09/30/2024 Total number of shareholders of record: 476 as of date: 09/30/2024
  
  Please provide the above-referenced information for all other publicly quoted or traded securities of the issuer.

________________________

Other classes of authorized or outstanding equity securities that do not have a trading symbol:

The goal of this section is to provide a clear understanding of the share information for its other classes of authorized or outstanding equity securities (e.g., preferred shares that do not have a trading symbol). Use the fields below to provide the information, as applicable, for all other authorized or outstanding equity securities.

Exact title and class of the security: ____________

Par or stated value: ___________

Total shares authorized: _______ as of date:

Total shares outstanding: as of date: Total number of shareholders of record: _________. as of date:

Please provide the above-referenced information for all other classes of authorized or outstanding equity securities.

_________

Security Description:

The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the company. Please provide the below information for each class of the company’s equity securities, as applicable:

1. For common equity, describe any dividend, voting and preemption rights.

None

2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions.

None

3. Describe any other material rights of common or preferred stockholders.

None

4. Describe any material modifications to rights of holders of the company’s securities that have occurred over the reporting period covered by this report.

None

3. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares for the two most recently completed fiscal years and any subsequent period.

Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years:

No: ☐ Yes: ☒ (If yes, you must complete the table below)

Shares Outstanding Opening Balance: Date 12/31/2022 Common: 649,312 Preferred: 0			*Right-click the rows below and select “Insert” to add rows as needed.
Date of Transaction	Transaction type (e.g., new issuance, cancellation, shares returned to treasury)	Number of Shares Issued (or cancelled)	Class of Securities	Value of shares issued ($/per share) at Issuance	Were the shares issued at a discount to market price at the time of issuance? (Yes/No)	Individual/ Entity Shares were issued to. ***You must disclose the control person(s) for any entities listed.	Reason for share issuance (e.g. for cash or debt conversion) – OR- Nature of Services Provided	Restricted or Unrestricted as of this filing.	Exemption or Registration Type.
01/09/2023	Cancelation	(5,340)	Common	$5.00	No	CrownBridge Partners, LLC/Seth Ahdoot	Shares Returned	N/A	N/A
04/24/2024	New Issuance	400,000	Common	$0.05	No	Gregory Martin	Executive Services	R	Section 4(a)(2)
04/24/2024	New Issuance	400,000	Common	$0.05	No	Ean Martin	Executive Services	R	Section 4(a)(2)
08/29/2024	New Issuance:	593	Common	$5.00	No	Book Entry Share Holders Rounding Up (Post Reverse Split)	Shares Rounded to the Nearest Whole Share	N/A	N/A
08/30/2024	New Issuance	46	Common	$5.00	No	Cede & Co/ DTC FAST Share Holders Rounding Up (Post Reverse Split)	Shares Rounded to the Nearest Whole Share	N/A	N/A

09/03/2024	New Issuance	31,505,000	Common	$5.00	No	Rev22 Investments, LLC/Michael Lindell	Share Exchange/ Merger	R	Section 4(a)(2)
09/03/2024	New Issuance	370,000	Common	$5.00	No	Charles Weber	Share Exchange/ Merger	R	Section 4(a)(2)
09/03/2024	New Issuance	1,000,000	Common	$5.00	No	Todd Carter	Share Exchange/ Merger	R	Section 4(a)(2)
09/03/2024	New Issuance	1,875,000	Common	$5.00	No	Kurt B Olsen Gift Trust 2012/ Debbie Olsen	Share Exchange/ Merger	R	Section 4(a)(2)
09/03/2024	New Issuance	2,250,000	Common	$5.00	No	Joseph Oltmann	Share Exchange/ Merger	R	Section 4(a)(2)
09/05/2024	New Issuance	140,000	Common	$2.03	Yes	Leonite Fund 1, LP/Avi Geller	Conversion	UR	Section 4(a)(2)
09/09/2024	New Issuance	13,638	Common	$5.00	No	Cede & Co/ DTC FAST Share Holders Rounding Up (Post Reverse Split)	Shares Rounded to the Nearest Whole Share	N/A	N/A
Shares Outstanding on Date of This Report: Ending Balance: Date 09/30/2024 Common: 38,598,249 Preferred: 0

Example: A company with a fiscal year end of December 31st 2023, in addressing this item for its Annual Report, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2022 through December 31, 2023 pursuant to the tabular format above.

***Control persons for any entities in the table above must be disclosed in the table or in a footnote here.

Use the space below to provide any additional details, including footnotes to the table above:

__________________

B. Promissory and Convertible Notes

Indicate by check mark whether there are any outstanding promissory, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities:

No: ☐ Yes: ☒ (If yes, you must complete the table below)

Date of Note Issuance

Outstanding Balance ($)

Principal Amount at Issuance ($)

Interest Accrued ($)

Maturity Date

Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)

Name of Noteholder.

*** You must disclose the control person(s) for any entities listed.

Reason for Issuance (e.g. Loan, Services, etc.)

11/23/2021

$278,790

$166,667

$113,860

11/23/2022

$5.00/Share Reducing by 10% per 30 Days Outstanding

Leonite Fund 1, LP/Avi Geller

Loan

***Control persons for any entities in the table above must be disclosed in the table or in a footnote here.

Use the space below to provide any additional details, including footnotes to the table above:

________________

4. Issuer’s Business, Products and Services

The purpose of this section is to provide a clear description of the issuer’s current operations. Ensure that these descriptions are updated on the Company’s Profile on www.OTCMarkets.com .

A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)

FrankSpeech Network, Inc., is a major broadcast platform founded by Mike Lindell in April 2021 to provide a superior First-Amendment-friendly alternative to highly censored Big Tech options. Additionally, the Company has multiple wholly owned subsidiaries including radio, social media platforms, and wholesale grocery distribution.

B. List any subsidiaries, parent company, or affiliated companies.

FrankSpeech, Vocl, Banana Box Wholesale Grocery, Leading Edge Radio Network

C. Describe the issuers’ principal products or services.

The Company’s principle products and services consists of media broadcast and production, Technology development, social media platforms, and wholesale grocery distribution to Mom & Pop retailers in the lower 48 states.

5. Issuer’s Facilities

The goal of this section is to provide investors with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized.

In responding to this item, please clearly describe the assets, properties or facilities of the issuer. Describe the location of office space, data centers, principal plants, and other property of the issuer and describe the condition of the properties. Specify if the assets, properties, or facilities are owned or leased and the terms of their leases. If the issuer does not have complete ownership or control of the property, describe the limitations on the ownership.

As of September 30, 2024, the Company does not own or lease any real property. An affiliate of the Company provides approximately 12,167 sq ft of office space on behalf of the company.

6. All Officers, Directors, and Control Persons of the Company

Using the table below, please provide information, as of the period end date of this report, regarding all officers and directors of the company, or any person that performs a similar function, regardless of the number of shares they own.

In addition, list all individuals or entities controlling 5% or more of any class of the issuer’s securities.

If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual

representing the corporation or entity. Include Company Insiders who own any outstanding units or shares of any class of any equity security of the issuer.

The goal of this section is to provide investors with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial owners.

Names of All Officers, Directors, and Control Persons	Affiliation with Company (e.g. Officer Title /Director/Owner of 5% or more)	Residential Address (City / State Only)	Number of shares owned	Share type/class	Ownership Percentage of Class Outstanding	Names of control person(s) if a corporate entity
Michael Lindell	Chairman/CEO	Chaska, Minnesota	31,505,000	Common	81.62%	Rev22 Investments, LLC/ Michael Lindell
Gregory Martin	Director/President	Aledo, Texas	424,252	Common	1.10%	_____
Joseph Oltmann	Director/COO	Castle Rock, Colorado	2,250,000	Common	5.83%	_____
Ean Martin	Director/CFO	Fort Worth, Texas	405,335	Common	1.05%	_____
Todd Carter	CTO	Southlake, Texas	1,000,000	Common	2.59%	_____
Josh Shave	CMO	Huntington Beach, California	0	_____	_____	_____
Charles Weber	Director	Omaha, Texas	370,000	Common	0.96%	_____

Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are needed to your public company profile, log in to www.OTCIQ.com to update your company profile.

7. Legal/Disciplinary History

A. Identify and provide a brief explanation as to whether any of the persons or entities listed above in Section 6 have, in the past 10 years:

1. Been the subject of an indictment or conviction in a criminal proceeding or plea agreement or named as a defendant in a pending criminal proceeding (excluding minor traffic violations);

2. Been the subject of the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, financial- or investment-related, insurance or banking activities;

3. Been the subject of a finding, disciplinary order or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, a state securities regulator of a violation of federal or state securities or commodities law, or a foreign regulatory body or court, which finding or judgment has not been reversed, suspended, or vacated;

4. Named as a defendant or a respondent in a regulatory complaint or proceeding that could result in a “yes” answer to part 3 above; or

5. Been the subject of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.

6. Been the subject of a U.S Postal Service false representation order, or a temporary restraining order, or preliminary injunction with respect to conduct alleged to have violated the false representation statute that applies to U.S mail.

B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party to or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.

NONE

8. Third Party Service Providers

Provide the name, address, telephone number and email address of each of the following outside providers. You may add additional space as needed.

Confirm that the information in this table matches your public company profile on www.OTCMarkets.com. If any updates are needed to your public company profile, update your company profile.

Securities Counsel (must include Counsel preparing Attorney Letters).

Name: Fay Matsukage

Firm: FMM Law, LLC.

Address 1: 6635 E Sage Lane, Parker, Colorado 80138

Phone: 303-868-1002

Email: fmmlaw20@gmail.com

Name: Brenda Hamilton

Firm: Hamilton & Associates Law Group, P.A.

Address 1: 200 East Palmetto Park Road

Address 2: Suite 103, Boca Raton, Florida 33432

Phone: 561-416-8956

Email: info@securitieslawyer101.com

Accountant or Auditor

Name: Jayme McWidener

Firm: MAC Accounting Group & CPA’s LLP

Address 1: 1070 Mecham Lane, Midvale, Utah 84047

Phone: Email: Investor Relations	801-414-3664 jayme@macaccountinggroup.com
Name:
Firm:
Address 1:
Address 2:
Phone:
Email:

All other means of Investor Communication:

X (Twitter):

Discord:

Facebook:

[Other ] www.fsbn.com

Other Service Providers

Provide the name of any other service provider(s) that that assisted, advised, prepared, or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s), consultant(s) or any entity/individual that provided assistance or services to the issuer during the reporting period.

Name:
Firm:
Nature of Services:
Address 1:
Address 2:
Phone:
Email:

9. Disclosure & Financial Information

A. This Disclosure Statement was prepared by (name of individual):

Name: Ean Martin

Title: Chief Financial Officer

Relationship to Issuer: Officer & Director

B. The following financial statements were prepared in accordance with:

☐IFRS

☒ U.S. GAAP

C. The following financial statements were prepared by (name of individual):

Name: Ean Martin

Title: Chief Financial Officer

Relationship to Issuer: Officer & Director

Describe the qualifications of the person or persons who prepared the financial statements:5 BBA/Executive

Provide the following qualifying financial statements:

Audit letter, if audited;

Balance Sheet;

Statement of Income;

Statement of Cash Flows;

Statement of Retained Earnings (Statement of Changes in Stockholders’ Equity)

Financial Notes

Financial Statement Requirements:

Financial statements must be published together with this disclosure statement as one document.

Financial statements must be “machine readable”. Do not publish images/scans of financial statements.

Financial statements must be presented with comparative financials against the prior FYE or period, as applicable.

Financial statements must be prepared in accordance with U.S. GAAP or International Financial Reporting Standards (IFRS) but are not required to be audited.

10. Issuer Certification

Principal Executive Officer:

The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report.

The certifications shall follow the format below:

I, Mike Lindell certify that:

1. I have reviewed this Disclosure Statement for FrankSpeech Network, Inc.;

2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and

3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.

11/11/2024 [Date]

/s/ Mike Lindell [CEO’s Signature]

(Digital Signatures should appear as “/s/ [OFFICER NAME]”)

____________

5 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS and by persons with sufficient financial skills.

Principal Financial Officer:

I, Ean Martin certify that:

1.I have reviewed this Disclosure Statement for FrankSpeech Network, Inc.;

11/11/2024 [Date]

/s/ Ean Martin [CFO’s Signature]

(Digital Signatures should appear as “/s/ [OFFICER NAME]”)

FRANKSPEECH NETWORK, INC. CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS

Current Assets: September 30, 2025 December 31, 2023

Cash & Cash Equivalents	$	310	$	3,600
Accounts Receivable		26,299		–
Other Current Assets
Prepaid Insurance	162,000		–
Total Other Current Assets	$ 162,000		–
Total Current Assets	$ 188,609		$ 3,600
Fixed Assets
Accumulated Depreciation	(7,961,389)		–
Furniture & Equipment	241,980		–
Intangible Assets- Acc. Amortization	(1,500)		–
Web Development	7,928,672		–
Total Fixed Assets	$ 207,763		–
Other Assets			–
Intangible Assets	45,000		–
Goodwill	186,160,625		–
Total Other Assets	$ 186,205,625		–
Total Assets	$ 186,601,996		$ 3,600
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:

Accounts Payable $ 1,693,212 $ 3,544

Other Current Liabilities

Credit Cards	6,573	–
Income Tax Payable	(59)	–
Accrued Interest	113,860	72,380
Convertible Notes Payable, in Default	254,898	278,831
Derivative Liability	671,979	1,535,228
Short-Term Loans	10,037	–
Other Accrued Liabilities
Legal Accrual	1,310,374	–
Total Other Accrued Liabilities	$ 1,310,374
Total Other Current Liabilities	$ 1,044,143	$ 1,886,439
Total Current Liabilities	$ 4,047,729	$ 1,889,983
Long Term Liabilities

Related Party Loans

FrankSpeech- Lindell TV	2,284,958
FrankSpeech- Lindell Mgmt	599,737
FrankSpeech- Mike Lindell	7,614,638
FrankSpeech- MyPillow	(798,826)
FrankSpeech- MyStore	461,596
Related Party Loan CD Solutions	(176,000)
Related Party Loan- Other	(48,215)
Total Related Party Loan	9,937,890
Total Long Term Liabilities	$ 9,937,890
Total Liabilities	$ 13,985,618	1,889,983

____________

Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023

Stockholders’ Equity (Deficit):

Common Stock, $0.001 par value, 300,000,000 shares authorized,

1,443,972 and 643,972 shares issued & outstanding as of September
30, 2024 & December 31, 2023, respectively	38,598	644
Additional Paid-in Capital	324,376,433	139,305,440
Accumulated Deficit	(151,798,653)	(141,192,467)
Total Stockholders’ Equity (Deficit)	172,616,378	(1,886,383)
Total Liabilities and Stockholders’ Equity (Deficit)	$ 186,601,996	$ 3,600

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

F-1

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

Three Months Ended

September 30,

	2024	2023
Revenue	$ 2,017,581	$ 199,803
Cost of goods sold	32,162	111,702
Gross Profit	1,985,419	62,801

Operating Expenses
General business expenses	1,439,742	23,140
Legal & accounting services	22,380	465
Salaries & Wages	424,022	56,151
Advertising & Promotion	90,691	–
Total Operating Expenses	1,976,834	79,756

Net Operating Income (Loss)	8,585	(16,955)

Other Income (Expense)
Interest Expense	(30,419)	(59,732)
Change in Fair Value of Derivative Liability	1,013,260	(384,564)
Other Misc. Income	–	25,214
Total Other Income (Expense)	982,841	(419,082)

Net Income (Loss)	$ 991,425	$ (436,037)

Net Income (Loss) per share:
Basic	$ 0.03	$ (0.68)

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

F-2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

Common Stock Additional

Accumulated

Total Stockholders’

Shares Amount

Paid-In Capital

Deficit

Equity (Deficit)

Balance Ending June 30, 2024	1,443,972	$ 1,444	$ 139,344,640	$ (141,439,284)	$ (2,093,200)
Reverse Split Rounding Adjustments	14,277	14	–	–	–
Business Combination Share Exchange	37,000,000	37,000	184,963,000	–	185,000,000
Business Combination Accumulated Deficit	–	–	–	(11,350,794)	(11,350,794)
Share Conversion Leonite 1, LP.	140,000	140	68,807	–	68,947
Net Gain (Loss)	–	–	–	991,425	991,425
Balance Ending September 30, 2024	38,598,249	$ 38,598	$ 324,376,447	$ (151,798,653)	$ 172,616,378

Common Stock Additional

Accumulated

Total Stockholders’

Shares Amount Paid-In Capital				Deficit	Equity (Deficit)
Balance at December 31, 2023	649,312	$ 649	$ 139,305,435	$ (139,817,967)	$ (511,883)
Common shares returned	(5,340)	(5)	5	–	–
Net income (loss)	–	–	–	(168,591)	(168,591)
Balance at March 31, 2023	643,972	644	139,305,440	(139,986,558)	(680,474)
Net income (loss)	–	–	–	(261,051)	(261,051)
Balance at June 30, 2023	643,972	644	139,305,440	(140,247,609)	(941,525)
Net Gain (Loss)	–	–	–	452,555	452,555
Balance at September 30, 2023	643,972	$ 644	$ 139,305,440	$ (139,795,054)	$ (488,970)

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

F-3

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

Three Months Ended

September 30,

	2024	2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 991,425	$ 452,555
Adjustments to reconcile net income to net cash provided by operations:
Change in fair value of derivative liability	(1,013,260)	384,564
Loan fees	–	30,000
Stock-based compensation	–	–
Changes in assets and liabilities:
Accrued interest	12,919	29,732
Convertible Notes Payable	(53,933)
Short Term Loans	10,037
Accounts Receivable	17,880
Accounts Payable	470,883
Credit Cards	(7,834)
Deferred revenue	–	11,250
Net cash provided by (used in) operating activities	(563,308)	(2,991)

CASH FLOW FROM INVESTING ACTIVITIES
Investment in Subsidiary	(185,000,000)	–
Net Cash provided by Investing Activities	(185,000,000)	–
CASH FLOW FROM FINANCING ACTIVITIES
Related Party Loan: FrankSpeech- L Publishing	(2,000)	–
Related Party Loan: FrankSpeech- Lindell TV	2,455,299	–
Related Party Loan: FrankSpeech- Mike Lindell	(455,159)	–
Related Party Loan: FrankSpeech- MyPillow	(2,581,970)	–
Related Party Loan: FrankSpeech- MyStore	90,022	–
Additional Paid In Capital	185,031,793	(267,000)
Common Stock 37,140 267,000
Net Cash provided by Financing Activities $ 184,575,125
Net cash increase (decrease) for period	3,242	(2,991)
Cash at beginning of period	(2,932)	18,631
Cash at end of period	$ 310	$ 15,639

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

F-4

NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Line of Business

The current business of FrankSpeech Network, Inc. consists of media broadcast and production, Technology development, social media platforms, and wholesale grocery distribution to Mom & Pop retailers in the lower 48 states.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract with the customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4. Allocate the transaction price. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The Customer orders by way of phone or email and is provided an invoice via email or fax with payment instructions for paying the Company via check, e-check, or bank wire. The goods of purchase by the customer consists of food and shelf groceries. The price of the grocery orders are generally for half truckloads or full truckloads and are determined by our wholesale price and the cost of freight. We do not sell on terms, all payments are upfront, and then product is shipped and revenue is then recognized once the customer receives the goods. We contact our food/grocery supplier, who then fulfills the order for our customer, and the Freight Company which we contract, delivers the grocery order to our customer, generally within one week. Orders are based on a first in, first out basis and we are under no obligation to issue any refunds after product has been delivered. In the rare instance we issue a refund, it generally occurs within 30 days of the scheduled shipment date and we offset the initial amount of revenue recorded to ensure the reported revenue is net of any refunds granted.

Email Marketing Revenue- sales from marketing campaigns delivered through email to a targeted audience. This revenue can come from various sources such as direct sales, lead generation, product emails and customer lists.

FrankSpeech Store Revenue- sales from online store merchandise on the FrankSpeech Store. Rent share Revenue- revenue share between Lindell TV and MyPillow

Ad Revenue- sales from businesses or individuals from displaying advertisements on the Company platform. This revenue is typically earned through various models like pay-per-click (PPC), cost-per-impression (CPM), or cost-per-action (CPA), where advertisers pay based on user interactions with the ads.

During the three months ending September 30, 2024, the Company recorded revenue of $2,017,581

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and thereported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurements.

ASC Topic 820, “Fair Value Measurements and Disclosure,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Inputs that are both significant to the fair value measurement and unobservable.

The carrying amount of the Company’s financial assets and liabilities approximate their fair value because of the short maturity of those instruments.

The following financial instruments are measured at fair value on a recurring basis:

Level 1 Level 2 Level 3 Total

September 30, 2024 Derivative Liabilities $ – $ – $ 671,979 $ 671,979

____________________

December 31, 2023

Derivative Liabilities $ – $ – $1,535,228 $ 1,535,228

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts and considers all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had no cash equivalents.

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NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivables. The Company places its cash with high quality financial institutions andat times may exceed the FDIC

$250,000 insurance limit. The Company extends credit based on an evaluation of thecustomer’s financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required.

Earnings Per Share

The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share.” Basic earnings(loss) per share is computed by dividing income (loss) available to common shareholders by the weighted averagenumber of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Derivative Financial Instruments

The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non- operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Recently Issued Accounting Pronouncements

Recently issued accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that require adoption and that do not require adoption until a future date are not expected to have a materialimpact on our financial statements upon adoption.

Property and Equipment, Net

Property and equipment are capitalized and recorded at cost, less accumulated depreciation and impairment charges, if any. Depreciation is provided for on a straight-line basis over the estimated useful lives of the property and equipment or the lease term, whichever is shorter. Repairs and maintenance costs are charged to operating expense as incurred, unless it is determined by the Company to extend the life of the fixed asset, at which time the amount would be capitalized and amortized over the useful life of the asset or the estimated remaining life of the asset, whichever is shorter.

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Impairment of Long-Lived Assets

Long-lived assets, including property and equipment and intangible assets are tested for impairment when events or circumstances indicate that the carrying amount of the asset group that includes those assets is not recoverable. An assets group is the lowest level for which its cash flows are independent of the cash flows of other assets groups. The carrying value of an assets group is not considered recoverable if the carrying value exceeds the sum of the undiscounted cash flows expected to result from the uses and eventual disposition of the asset group. The impairment loss is measured by the difference between the carrying value of the asset group and its fair value. The Company did not recognize any impairment loss during the three months ended September 30, 2024.

NOTE 2 – GOING CONCERN

These accompanying financial statements have been prepared on a going concern basis, which contemplates therealization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2024, the Company recorded a net gain of $991,425, an accumulated deficit of $151,798,653 and has postive working capital of $172,616,378. The Company has had two years of reported losses with debt obligations from current liabilities. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

For the success of the Company, the Company may rely on improved economic conditions, supplier relations, or additional short- term debt or lines of credit. The continuation of the Company is dependent upon improved economic conditions, financial support, as well as profitability. Management has reviewed and identified all potential issues that may arise and is actively working to mitigate before any additional funding would be necessary. These active solutions include a reduction in general expenses, however, there is no assurance that this would fully address the issue. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – EQUITY

Preferred Stock

The Company has authorized 10,000,000 shares of preferred stock, $0.001 par value, whereby prior to June 27, 2024 10,000 shares were designated as Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock had a stated value of $1,000 per share and each share was convertible, at the option of the holder, at any time into the number of shares of common stock as determined by dividing 1,000 by the amount that is 10% discount to the average of the closing price per share of the Common Stock over the 10 trading day period ending immediately prior to the conversion date. Each share of Series A Convertible Preferred Stock had the right to vote on all matters on which holders of the common stock of the Company may vote where each share of Series A Convertible Preferred Stock had the equivalent of 20 shares of common stock. The holder of each share of Series A Convertible Preferred Stock were to be paid a yearly dividend, in cash or common stock (as determined by the Company) equal to 4% of the stated price of each share of Series A Convertible Preferred Stock. Through September 30, 2024 no preferred stock were issued or outstanding.

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NOTE 3 – EQUITY (CONTINUED)

On June 27, 2024 the Company approved an amended and restated Articles of Incorporation whereby the number of authorized shares of preferred stock, $0.001 par value, did not change, however, the amendment removed the Series A Convertible Preferred Stock designation, along with the rights and preferences described above. As of September 30, 2024 , the Company had no preferred stock issued or outstanding.

On August 8, 2024 the Company’s Board of Directors and majority consenting stockholders approved the closing of a Share Exchange Agreement entered into on July 30, 2024 whereby the Company issued 3,700,000 shares of its Series A Preferred Stock in exchange for all of the outstanding shares of stock of FrankSpeech, Inc., resulting in FrankSpeech, Inc. becoming a wholly owned subsidiary of the Company. In conjunction with the closing of the Share Exchange Agreement the Company appointed additional board members and members of management to the Company, which included the former executives and stockholders of FrankSpeech, Inc. As of the date these financial statements were available to be issued the Company had not yet completed the initial accounting for the transaction due to the complexity of the transaction along with the challenges associated with combining the operations and management teams of the two entities and the change in personnel responsible for financial reporting.

Common Stock

The Company has authorized 300,000,000 shares with a par value of $0.001.

During the three months ended September 30, 2024, the Company effectuated a 1:50,000 reverse split.

During the three months ended September 30, 2024, the Company issued 37,000,000 shares of common stock during the reverse merger business combination with FrankSpeech, Inc.

As of September 30, 2024, the Company had 38,598,249 common shares outstanding. Warrants

As of September 30, 2024 the Company had 250,000,000 warrants outstanding with an exercise price of $0.0005. The warrants expire on December 26, 2026, therefore the remaining contractual term was 2.25 years as of September 30, 2024.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

As of September 30, 2024 the Company has no ongoing commitments or contingencies.

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NOTE 5 – CONVERTIBLE NOTES PAYABLE

On November 23, 2021, the Company entered into a convertible note with Leonite Fund 1, LP for principal amounts up to $222,222 and obtained proceeds of $150,000 that was issued with an original issuance discount of $16,667. The note held a maturity date of 12 months with interest payments of $1,944.44 due monthly until maturity. The interest rate was to be reset daily to be the greater of (i) the prime rate plus 8% per annum or (ii) 14% per annum. As of November 23, 2022 the note went into default therefore the interest rate increased to 24% per annum. The note was convertible into shares of common stock at a fixed conversion price of

$0.0001 until the note went into default, at which time the conversion rate was reduced by 10%, with additional 10% reductions in the conversion price every 30-day period thereafter. Due to the variable nature of the conversion feature and default provisions the Company has captured a derivative liability related to this convertible note (see Note 6). At inception the total debt discount recognized was equal to the face amount of the debt of $166,667.

During the three months ended September 30, 2024 the Company recognized interest expense of $30,419, respectively, and decreased the principal due on the note for conversion of $68,947. As of September 30, 2024 the principal due on the note was $278,790, and and the accrued interest due on the note was $113,860.

NOTE 6 – DERIVATIVE LIABILITY

During the three months ended September 30, 2024, the Company had the following activity liabilities account:

Derivative Liability Balance, June 30, 2023	$ 1,685,239
Change in Fair Value of Derivative Liability	(1,013,260)
Derivative Liability Balance, September 30, 2024	$ 671,979

The significant assumptions used in the valuation of the derivative liabilities are as follows:

	As of September 30, 2024	As of June 30, 2024

Risk Free Interest Rate	4.79%	5.09%
Years to Maturity	1.00	1.00
Expected Volatility		12926%

NOTE 7 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through November 8, 2024, the date the financial statements were available to be issued and determined there were no events that required disclosure.

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