NOTE 14 – SUBSEQUENT EVENTS

As of April 25, 2025, the date of this report, the Company evaluated subsequent events and determined that the following events required disclosure in the accompanying unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2024.

Convertible Note Financing

The Company has authorized a Convertible Promissory Note Offering with the following key terms:

·Interest Rate: 10% per annum 

·Maturity: Three years from the date of issuance 

·Automatic Conversion: 

oIf the Company completes a new equity financing of at least $1,000,000, the note will automatically convert into common stock at a price equal to 50% of the offering price. 

oIf the Company’s common stock trades at or above $1.00 per share for ten consecutive trading days, the note will automatically convert at a price equal to 50% of the closing price on the tenth trading day. 

·Prepayment: The Company may prepay the notes at any time without penalty; however, each holder will be given five business days’ prior notice to elect conversion before any such prepayment. 

·Use of Proceeds: Proceeds from the offering are being used for general corporate purposes. 

The following Convertible Notes have been issued under this offering:

·$10,000 issued to an unrelated individual on February 24, 2025. 

·$61,000 issued to an unrelated individual on March 18, 2025, consisting of $35,000 in new cash proceeds and $26,000 converted from a previously accrued liability for services rendered. 

·$25,000 issued to an unrelated individual on April 16, 2025. 

·$25,000 issued to the spouse of a Company director on April 18, 2025. This note was issued on the same terms as those offered to unaffiliated investors and was executed on an arm’s length basis. 

·$12,500 issued to an unrelated individual on April 21, 2025. 

Note Conversion Agreements

On April 25, 2025, the Board approved the conversion of certain outstanding liabilities into convertible promissory notes, effective as of March 31, 2025:

·A promissory note with a principal and accrued interest balance of $6,200, was converted into a new convertible promissory note under the same terms described above.  

·Outstanding accrued legal fees and finance charges totaling $250,000 were converted into a new convertible promissory note under the same terms described above. Upon execution of the note, any additional accrued interest or finance charges in excess of the $250,000 balance were waived and discharged. 

·An outstanding and overdue accounts payable and finance charges totaling $8,500 were converted into a new convertible promissory note under the same terms described above. 

·A promissory note with a principal and accrued interest balance of $13,400, was converted into a new convertible promissory note under the same terms described above. 

Update on Share Exchange Agreement with Thrown

As discussed in Notes 1 and 3, the Company entered into a Share Exchange Agreement with Thrown and its members for a proposed acquisition of all membership interests of Thrown. Completion of the transaction remains subject to various conditions and the Company and Thrown remain in discussions. There can be no assurance that the SEA will close.