PENDING CORPORATE TRANSACTIONS

9 Months Ended

Sep. 30, 2025

NOTE 2 – PENDING CORPORATE TRANSACTIONS

On September 15, 2025, the Company’s Board of Directors, and shareholders holding a majority of the Company’s outstanding voting power, acting by written consent in lieu of a meeting of shareholders, approved the following transactions:

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An amendment of the Company’s Articles of Incorporation pursuant to which the issued and outstanding shares of common stock of the Company will be subject to a 1-for-10,000 reverse stock split in which every 10,000 shares will become one share. No fractional shares will be issued in the reverse split to any shareholder holding fewer than 10,000 shares of common stock immediately prior to the split; instead, those holders will receive a cash payment of $0.02 for each outstanding share of common stock they hold immediately before the split, representing the fair market value of such shares as determined by the Board of Directors of the Company; and

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A second amendment of the Company’s Articles of Incorporation, to become effective immediately after the filing of the first amendment, pursuant to which the outstanding shares of the Company, after giving effect to the reverse split and payment in lieu of fractional shares, will be subject to a 10,000-for-1 forward stock split, pursuant to which each share of common stock outstanding following consummation of the Reverse Split will be converted back into 10,000 shares of common stock, and the authorized capital stock of the Company will be increased to 75,000,000 of which 70,000,000 will be common stock and 5,000,000 will be preferred stock.

The purpose of this transaction is to reduce the number of record holders of the Company’s Common Stock to enable the Company to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company intends to deregister to reduce the Company’s administrative and accounting costs associated with being a public reporting company, and to enable holders of less than 10,000 shares of common stock prior to the reverse split to receive the fair market value of their shares in cash when they would otherwise have difficulty selling such shares due to the illiquid market for the Company’s shares. The Company expects to complete the transaction in the fourth quarter of 2025.