| SUBSEQUENT EVENTS |
NOTE
14 – SUBSEQUENT EVENTS
Litigation
On
May 1, 2026, the Company was on informed that the investigation by the State of Washington Department of Labor and Industries (the “Department”)
had determined that the worker rights complaint filed by a former officer was justified and assessed the Balance of Wages, Interest &
NSF Fee Due to $170,887.50 with an interest accrual of 1% per month. The Company has contested the Departments decision as having no
foundation or basis in fact and strongly believe it will be successful in its claim. Although, the Company’s recorded reserves of $168,500 should cover the assessed amount.
Unit
Offering
During the period from October 30,
2025, to May 9, 2026, the Company proposed a private placement offering investors to purchase shares and warrants issued together as
a unit; however, each warrant is detachable and separately exercisable to purchase one share of Common Stock. The average price was
$0.053
per unit, less a broker (Member FINRA / SIPC) fee consisting of 8% cash commission and 8% bonus shares. The Company raised a total
of $1,032,240
(after $89,760 cash commission) and issued 22,770,002
shares of Common Stock (after 1,686,667
bonus shares), as well as 21,083,335 5-year
warrants exercisable to buy Common Stock at $0.12
per share. The net received by the Company was $0.047
per unit.
Subsequent
to March 31, 2026, the Company raised net cash proceeds of $73,600
(after payment of $6,400
in commission) the fair value of the Common Stock was determined
based on the quoted price of $0.051
per share on the issuance date. The fair value of the warrants
was estimated using the Black-Scholes option-pricing model, resulting in a fair value of $0.042
per warrant.
In
accordance with ASC 505-10-30-6 (Relative Fair Value Allocation), the total proceeds were allocated to the Common Stock and the
warrants based on their relative fair values on the date of issuance.
The
allocation was calculated as follows:
SCHEDULE OF ALLOCATION OF FAIR VALUE IN PRIVATE PLACEMENT
| Component | |
Standalone
Fair
Value | | |
%
of Total
Fair
Value | | |
Allocation
of
Proceeds | | |
Allocation
per
Share/Warrant | |
| Common
Stock (1,440,001 shares) | |
$ | 56,864 | | |
| 61.76 | % | |
$ | 45,453 | | |
$ | 0.0316 | |
| Warrants
(1,333,334 warrants) | |
| 35,213 | | |
| 38.24 | % | |
| 28,147 | | |
| 0.0211 | |
| Total | |
$ | 92,077 | | |
| 100 | % | |
$ | 73,600 | | |
| | |
The
allocated value per share is $0.032 ($45,453 ÷ 1,440,001 shares), and the allocated value per warrant is $0.021 ($28,147
÷ 1,333,334 warrants), or a 20.1% discount to market.
SCHEDULE OF STOCKHOLDER'S EQUITY
Issuance
of Common Stock subsequent to March 31, 2026
| Date |
|
|
#
Shares | | |
Amount | | |
Price/Share | | |
Type | |
Notice | |
| 4/01/2026 |
|
|
| 113,361,886 | | |
$ | 13,873,061 | | |
$ | 0.122 | | |
| |
| |
| 4/20/2026 |
a |
* |
| 833,334 | | |
| 26,400 | | |
| 0.032 | | |
private
placement | |
| |
| 4/20/2026 |
a |
* |
| — | | |
| 17,649 | | |
| — | | |
warrants | |
| |
| 5/15/2026 |
|
|
| 114,195,220 | | |
$ | 13,917,110 | | |
$ | 0.122 | | |
| |
| |
Issuances
of Warrants subsequent to March 31, 2026
| Date |
|
|
#
Warrants | | |
wavg
Term | | |
wavg
Exerc | | |
Type | |
Notice | |
| 4/01/2026 |
|
|
| 21,042,031 | | |
| 4.2 | | |
$ | 0.13 | | |
| |
| |
| 5/08/2026 |
a |
* |
| 833,334 | | |
| 5.0 | | |
| 0.12 | | |
private
placement | |
| |
| 5/15/2026 |
|
|
| 21,875,365 | | |
| 4.4 | | |
$ | 0.13 | | |
| |
| |
Shares
earned/paid, but not yet issued, at March 31, 2026:
SCHEDULE OF SHARES AWARDED
| Date |
|
#
Shares | | |
Amount | | |
Price/Share | | |
Type | |
Notice | |
| 4/01/2026 |
b |
† | 31,081,875 | | |
$ | 1,360,606 | | |
$ | 0.044 | | |
plan 2021 | |
affiliate | |
| 4/01/2026 |
b |
| 404,490 | | |
| 22,804 | | |
| 0.056 | | |
plan 2021 | |
| |
| 4/01/2026 |
a |
| 75,000 | | |
| 4,883 | | |
| 0.065 | | |
consulting fee | |
| |
| 5/08/2026 |
a |
* | 606,667 | | |
| 19,208 | | |
| 0.317 | | |
private placement | |
| |
| 5/08/2026 |
a |
* | — | | |
| 10,492 | | |
| — | | |
private placement | |
warrants | |
| 5/10/2026 |
a |
| 430,070 | | |
| 15,200 | | |
| 0.035 | | |
consulting
fee | |
| |
| 5/15/2026 |
|
| 32,598,102 | | |
$ | 1,433,193 | | |
$ | 0.044 | | |
| |
| |
Warrants paid, but not yet issued, subsequent to
March 31, 2026
| Date |
|
# Warrants | | |
wavg Term | | |
wavg Exerc | | |
Type | |
Notice |
|
| 5/08/2026 |
a |
* | 500,000 | | |
| 5.0 | | |
$ | 0.12 | | |
| |
|
|
| * |
During
the period from April 20, 2026, to May 8, 2026, the Company proposed a private placement offering investors to purchase shares and
warrants issued together as a unit; however, each warrant is detachable and separately exercisable to purchase one share of Common
Stock. The average price was $0.06 per unit, less a broker (Member FINRA / SIPC) fee consisting of 8% cash commission and 8% bonus
shares. The Company raised a total of $73,600 (after $6,400 cash commission) and issued 1,440,001 shares of Common Stock (after 106,667
bonus shares), as well as 1,333,334 5-year warrants exercisable to buy Common Stock at $0.12 per share. The net received by the Company
was $0.053 per unit. As at May 15, 2026, 606,677 shares and 500,000 warrants remain un-issued. |
| |
|
| † |
The
shares will be issued as shares of Preferred Stock, but are for comparison purposes expressed as Common share equivalents. |
| |
|
| a |
The
Company claims an exemption from the registration requirements of the Securities Act for the private placement of these securities
pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. |
| b |
The
Company claims an exemption from the registration requirements of the Securities Act for the compensatory benefit plan pursuant to
Rule 701 of the Securities Act. |
Management
sees no further subsequent events requiring disclosure.
|