NOTE 17. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for recognition and disclosure through January 8, 2026, the date the consolidated financial statements were available to be issued, and determined that there were no such events requiring adjustment to, or disclosure in, the accompanying consolidated financial statements except as described below.

Effective as of November 13, 2025, the Company entered into a securities purchase agreement (the “SPA”) with Tri-Bridge Ventures, LLC., a Delaware limited partnership (“TBV”), pursuant to which the Company sold, and TBV purchased, a convertible promissory note in the principal amount of $57,500 (the “Note”) for a purchase price of $50,000 (the “Transaction”). The Transaction was funded by TBV and closed on November 13, 2025, and on or about November 13, 2025, pursuant to the SPA, $3,500 was paid to HCC Securities Group, Inc., a registered broker-dealer, and the Company received net funding of $46,500, and the Note was issued to TBV. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA requires that the proceeds from the Transaction be used for business development and general working capital purposes, but not for repayment of debt owed to officers, directors or employees of the Company or their affiliates, the repayment of debt issued in corporate finance transactions, any loan to or investment in any other entity, or any loan to any officers, directors, employees or affiliates of the Company. The Note matures twelve months following the issue date, accrues a one-time interest charge of 12% on the principal amount at issuance, shall be paid $32,200 by May 12, 2026, and $5,366.67 by the 9th day of each month thereafter, and is convertible following default into shares of the Company’s common stock at the election of the holder at a conversion price equal to 71% of the lowest closing bid price during the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the Note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock (or 9.99% following the 61st day if the holder provides notice of an increase in the beneficial ownership limitation percentage). Additionally, the holder is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion.

Effective as of October 29, 2025, the Company entered into a securities purchase agreement (the “SPA”) with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”), pursuant to which the Company sold, and Labrys purchased, a convertible promissory note in the principal amount of $57,500 (the “Note”) for a purchase price of $50,000 (the “Transaction”). The Transaction was funded by Labrys and closed on October 29, 2025, and on or about October 29, 2025, pursuant to the SPA, $3,500 was retained by Labrys from the purchase price for legal fees, $3,500 was paid to HCC Securities Group, Inc., a registered broker-dealer, $3,509.75 was retained by ClearTrust, LLC, the Company’s transfer agent and the Company received net funding of $39,490.25, and the Note was issued to Labrys. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA requires that the proceeds from the Transaction be used for business development and general working capital purposes, but not for repayment of debt owed to officers, directors or employees of the Company or their affiliates, the repayment of debt issued in corporate finance transactions, any loan to or investment in any other entity, or any loan to any officers, directors, employees or affiliates of the Company. The Note matures twelve months following the issue date, accrues a one-time interest charge of 12% on the principal amount at issuance, shall be paid $32,200 by April 28, 2026, and $5,366.67 by the 28th day of each month thereafter, and is convertible following default into shares of the Company’s common stock at the election of the holder at a conversion price equal to 71% of the lowest closing bid price during the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the Note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock (or 9.99% following the 61st day if the holder provides notice of an increase in the beneficial ownership limitation percentage). Additionally, the holder is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion.

Between August 4, 2025 and October 10, 2025, the Company issued 8,260,000 shares of common stock to four (4) investors invest a total of $413,000 into the Company’s Reg A Offering.  

On October 6, 2025, the Company was served notice with a Demand for Arbitration by Brian Froelich, a shareholder of the SarahCare entities.  Mr. Froelich claims breach of contract and unjust enrichment against the Company and Veterans Services, LLC dba Veterans USA LLC, an entity owned by the Company’s Chairman Charles Everhardt. Mr. Froelich seeks $150,000 in what he claims are unpaid royalty payments due, plus enforcement expenses.  The Company believes that these claims are unfounded, and the Company intends to rigorously defend itself on this matter. 

On October 3, 3025, the Company and Ticketbash entered into Amendment No. 2 to Asset Purchase Agreement (the “Second Amendment”), restructuring the Purchase and providing that (i) the Company would be acquiring in the Purchase only a copy of and a non-exclusive license and rights to use Ticketbash’s complete source code (including build scripts, repositories, libraries, and dependencies), object code, and all related documentation, design files, and technical specifications, user manuals and training materials (if any), and, login and access to all such code, and (ii) the Purchase Price would consist solely of the total amount already paid to Ticketbash by the Company, or $522,000. As a result, the Purchase is being deemed by the parties to have closed on October 3, 2025.

On October 3, 2025, the Company and Ticketbash amended their agreement to (i) revise the assets being purchased to instead include only a copy of the source code, object code and related technical specs for the Ticketbash artificial intelligence and related software, and (ii) reduce the purchase price to $522,000, which amount had already been paid by the Company, resulting in the immediate closing of the acquisition.

Effective as of August 6, 2025, the “Company” entered into a securities purchase agreement (the “SPA”) with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”), pursuant to which the Company sold, and Labrys purchased, a convertible promissory note in the principal amount of $97,750 (the “Note”) for a purchase price of $85,000 (the “Transaction”).

The Transaction was funded by Labrys and closed on August 6, 2025, and on or about August 6, 2025, pursuant to the SPA, $3,500 was retained by Labrys from the purchase price for legal fees, $4,500 was paid to HCC Securities Group, Inc., a registered broker-dealer, the Company received net funding of $77,000, and the Note was issued to Labrys.

The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA requires that the proceeds from the Transaction be used for business development and general working capital purposes, but not for repayment of debt owed to officers, directors or employees of the Company or their affiliates, the repayment of debt issued in corporate finance transactions, any loan to or investment in any other entity, or any loan to any officers, directors, employees or affiliates of the Company. The Note matures twelve months following the issue date, accrues a one-time interest charge of 12% on the principal amount at issuance, shall be paid $54,740 by February 4, 2026, and $9,123.33 by the 4th day of each month thereafter, and is convertible following default into shares of the Company’s common stock at the election of the holder at a conversion price equal to 71% of the lowest closing bid price during the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the Note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock (or 9.99% following the 61st day if the holder provides notice of an increase in the beneficial ownership limitation percentage). Additionally, the holder is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion. The conversion feature will have derivative liability treatment.