NOTE 6 – COMMITMENTS AND CONTINGENCIES

Office Facility and Other Operating Leases

As of September 28, 2021, the Company’s new corporate address was 1800 Century Park East, Suite 600, Los Angeles, CA 90067 (“California Lease”). The Company has signed the California Lease on a month-to-month basis, entitling the Company to use the office and conference space on a need-only basis. The new lease is $291 per month, which is included in the general and administrative expenses. For the fiscal year that ended December 31, 2025, and 2024, the office’s rent payment was $3,492, and $2,748 was included in the general and administrative expenses.

Employment Agreement

Boulette Employment Agreement. On May 31, 2025, the Company entered into an Employment Agreement with David Boulette (the “Boulette Employment Agreement”), appointing Boulette as Chief Executive Officer. The Boulette Employment Agreement has no fixed term and continues until terminated by either party in accordance with its provisions. Under the Boulette Employment Agreement, Boulette is entitled to:

Base Salary: An annual base salary of $552,000 ($46,000 monthly), payable in accordance with the Company’s regular payroll schedule.

Performance Bonus: An annual performance bonus equivalent to 5% of the Company’s net profits before taxes, as determined by the Board of Directors based on the Company’s audited financial statements for the preceding fiscal year.

Equity Compensation: Pursuant to the Executive Stock Options Plan dated May 31, 2025, Boulette was granted 20,000,000 stock options to acquire shares of the Company’s common stock at an exercise price of $0.10 per share. No options vest prior to January 1, 2026 (the “Cliff Vesting Date”). On the Cliff Vesting Date, 20% of the options (4,000,000 shares) vest, with an additional 20% vesting on each of the following four anniversaries of the grant date (May 31, 2026 through May 31, 2029), subject to continued employment. Any unvested options are forfeited upon termination prior to the Cliff Vesting Date. In the event of a Change in Control, all unvested options become fully vested and immediately exercisable. As of December 31, 2025, no options had vested and no stock-based compensation expense was recognized during the fiscal year ended December 31, 2025. The Company will begin recognizing stock-based compensation expense over the requisite service period beginning in fiscal 2026 upon the initial vesting of the options.

Benefits and Expenses: Boulette is entitled to participate in the Company’s employee benefit programs, including health insurance and retirement plans. The Company reimburses all reasonable and documented business expenses.

Termination Provisions: The Company may terminate Boulette’s employment for Cause (defined as gross negligence, willful misconduct, conviction of a felony involving fraud or dishonesty, or violation of material Company policies). The Company may also terminate without Cause upon written notice, in which case Boulette is entitled to the base salary for the remainder of the term or six months’ severance, whichever is greater. Boulette may resign upon written notice, forfeiting any unpaid bonus or unvested equity compensation.

Indemnification: The Company agreed to indemnify Boulette to the fullest extent permitted under applicable law for claims arising from the performance of his duties, except in cases of gross negligence or willful misconduct.

The Boulette Employment Agreement is filed herein as Exhibit 10.3.

Firoz Employment Agreement. The Company entered into an Employment Agreement with Imran Firoz on September 22, 2025 (the “Firoz Employment Agreement”), for the employment of Firoz as the Company’s interim Chief Financial Officer. The initial term is three months, and after the passage of six months, the Agreement automatically renews unless terminated by either party on 30 days’ written notice. Firoz’s monthly salary is $10,500. Performance-based bonus and equity-based compensation are to be determined by the Board of Directors. The Firoz Employment Agreement is filed herein as Exhibit 10.11.

Independent Director Compensation. The Company intends to recognize $12,500 in director’s compensation expense for Mr. Ali Shadman and Mr. Rizvan Jamal, effective July 1, 2025. The independent director’s agreement includes confidentiality obligations and provides for indemnification to the fullest extent permitted under applicable law.

Financial Advisory Agreement — Maxim Group LLC

On June 12, 2024, the Company entered into a financial advisory and investment banking agreement (the “Maxim Agreement”) with Maxim Group LLC (“Maxim”), a FINRA-member broker-dealer, pursuant to which Maxim serves as the Company’s financial advisor and investment banker. Under the Maxim Agreement, Maxim provides advisory services including assistance with the Company’s planned listing on a national securities exchange, preparation of marketing materials and investor presentations, broadening the Company’s shareholder base, advising on potential financing alternatives, and strategic introductions.

As partial consideration for Maxim’s services, the Company issued 187,500 shares of Common Stock (on a post-reverse-split basis) to Maxim or its designees upon execution of the Maxim Agreement. The shares were valued at $12.04 per share (post-reverse-split) based on the closing market price on the grant date, for an aggregate fair value of $2,257,000. The shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and carry unlimited piggyback registration rights and the same rights afforded other holders of the Company’s Common Stock.

NOTE 6 – COMMITMENTS AND CONTINGENCIES (continued)

Under the Maxim Agreement, the Company is further obligated to issue 250,000 shares of Common Stock (on a post-reverse-split basis) to Maxim upon the Company’s listing on a national securities exchange.

The Maxim Agreement is governed by the laws of New York, and disputes are subject to binding arbitration before the American Arbitration Association in New York City.

The material fee provisions of the Maxim Agreement are as follows:

 SCHEDULE OF THE MATERIAL FEE PROVISIONS

CEO Stock Options

As discussed above under the Boulette Employment Agreement, on May 31, 2025, the Company granted Mr. Boulette 20,000,000 stock options at an exercise price of $0.10 per share. The following table summarizes the material terms of the stock option grant:

 SCHEDULE OF MATERIAL TERMS OF THE STOCK OPTION GRANT

As of December 31, 2025, no options had vested, and no stock-based compensation expense was recognized. As of December 31, 2025, Mr. Boulette had not exercised any options. The Company will recognize compensation expense under ASC 718 beginning in fiscal 2026 based on the grant-date fair value of the options using an appropriate option pricing model. The assumptions and resulting fair value per option will be disclosed in the period in which expense recognition commences.

Pending Litigation

Management is unaware of any actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting the assets or affiliates of the Company.