NOTE 8 - SUBSEQUENT EVENTS

Amended Related Party Note Payable 

On January 9, 2026, the Company entered into an amended and revised unsecured promissory note (“New Note”) with Coppermine. The new note revised the January 25, 2025 note for a commitment of additional working capital of $73,191 during the first quarter of 2026 and an amended principal balance of $558,191 and amended the maturity date to December 31, 2026. The new note is to provide for projected funding needs of the Company to pay for essential corporate maintenance expenses due in the first three fiscal quarters of 2026, necessary to meet the reporting and filing requirements under federal and state securities laws and regulations, maintenance of the quotation of the Company’s Common Stock on the OTC Markets Group QB Venture Market and maintenance of directors’ and officers’ insurance and basic management and accounting operations. The amended principal amount is intended to provide sufficient working capital to maintain the corporate existence of the Company while the executive management continues efforts to develop or acquire a new business line or revenue generating operation. The Company has received $45,000 of the 2026 working capital funding as of the date of filing this Form 10-K.

Renewal of CFO Agreement

On January 9, 2026, the Company renewed Ms. Perez’s contracting agreement for Chief Financial Officer services, commencing January 1, 2026, with services billed at an hourly rate of $275, and ending upon mutual termination by either party, upon a 14-day notice.

Lump Sum Promissory Note

On March 3, 2026, the Company entered into and issued an unsecured Lump Sum Payment Promissory Note (“Note”), which Note provided a working capital loan in the principal amount of $250,000 (“Loan”) from eBliss Global, Inc., a private, early stage Delaware corporation engaged in the developing and producing e-mobility solutions (including and initially making e-bikes as transportation vehicles at a Utica, New York factory), (”eBliss”). Funding occurred on March 4, 2026. The interest rate under the Note is seven percent (7%) simple annual interest. Principal and accrued interest are due in a single lump sum payment due on March 4, 2027 (“Maturity Date”). The Company has a fifteen-day cure period if it fails to pay the Principal and accrued interest on the Maturity Date. The Note is unsecured and does not provide for a conversion of debt-to-equity securities.

Purpose of ‘No Shop’ Provision. The Loan is being made to supply working capital to the Company and as partial consideration for a 90-day ‘no shop’ provision in the Note. During the 90 days following the funding of the principal of the Note (“No Shop Period”), the Company will not entertain third party proposals for a merger, business combination, stock or asset acquisition, strategic alliance or joint venture for product development or similar transactions (collectively, “Transactions”) and will cease any third party discussions for any Transactions for the No Shop Period, except that the Company may entertain third party proposals during the last 30 days of the No Shop Period if the Company and eBliss have not signed a definitive agreement or letter of intent for a Transaction during the first 60 days of the No Shop Period and the third party proposal is deemed ‘superior’ to any existing proposal for a Transaction from eBliss, if any. The purpose of the ‘no shop’ provision is to afford the Company and eBliss an opportunity to discuss the possibility and feasibility of a mutually beneficial Transaction by eBliss and the Company and conduct any desired due diligence.

Special Board Committee. In order to conduct and as part of discussions between the Company and eBliss during the No Shop Period, the Company will form a special committee of independent, disinterested Company directors, which committee will consist of Company directors Jeffrey Guzy and Warner Session.