Note 10. Subsequent events

In January 2025, a complaint was filed against the Company and its Chief Executive Officer in the U.S. District Court for the Northern District of Ohio. The complaint involves claims by former business partners relating to a prior distribution agreement and certain equity investments. The Company believes these claims are without merit and intends to vigorously dispute and defend against them. The Company maintained Directors and Officers (D&O) liability insurance, including “Side A” coverage, which it believes is applicable to this matter. At this preliminary stage, the Company is unable to predict the outcome of this proceeding or estimate a range of potential loss; however, the Company does not believe the ultimate resolution will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

On February 28, 2025, the Company entered into a stock purchase agreement with PRV, pursuant to which the Company, on the Issuance Date issued to PRV 114,754,700 shares of its common stock, which constituted over 90% of the Company’s authorized voting securities as of the Issuance Date. This issuance of common stock was made in reliance on the exemption from registration available under Rule 506(c) of Regulation D of the Securities Act, and was authorized prior to the Issuance Date by unanimous written consent of the Board pursuant to Section 141(f) of the DGCL. The issuance of the Common Stock to PRV represented a change-in-control of the Company.

The purchase price for the common stock was $10,000 plus legal fees incurred by the Company in connection with this transaction. The Board determined that, as the Company was in the zone of insolvency and its market capitalization had been for several months approximately $0.00, it was in the best interest of the Company and its stakeholders to pursue a going private transaction at this time, in lieu of a filing under Chapter 7.

The managing member of PRV is Howard J. Weisman, who is also chief executive officer of the Company and chairman of its Board. As a holder of greater than ninety percent (90%) of the issued and outstanding voting shares of the Company, PRV intends to execute a short-form merger of the remaining issued and outstanding shares of common stock pursuant to Section 251(h) of the DGCL. Once the short-form merger is complete, the Company will continue to exist as a wholly-owned subsidiary of PRV.