NOTE
12-SUBSEQUENT EVENTS
On
February 20, 2025, the Company
entered into a Share Exchange Agreement with the members of Abundia Global Impact Group, LLC (“AGIG”). In the Share
Exchange Agreement, the Company has agreed to issue to the members of AGIG a number of shares of our common stock equal to 94% of
the Company’s issued and outstanding shares (after taking into account such issuance). As a result of entering into the Share
Exchange Agreement, we will acquire all of the issued and outstanding units of AGIG, and AGIG will become a wholly-owned subsidiary
of the Company. Under the Share Exchange Agreement, the Company is obligated to obtain shareholder approval for the amendment of our
Certificate of Incorporation to increase the number of authorized shares of common stock to 300,000,000
and for the issuance of approximately 246,000,000
shares to the members of AGIG. The acquisition is subject to shareholder approval and standard closing conditions.
In
January 2025, the Company sold 2,600,000 shares of its common stock in a registered direct offering for net proceeds of $3,897,000.
In
January 2025, the Company issued 24,202
options to its CEO and 24,202 options to a board member as compensation. In February 2025, the Company issued 10,638
options to its CEO as compensation.
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