NOTE 9 – SALE OF US THIN-FILMS CORPORATION

On June 27, 2024, the Company sold its wholly owned subsidiary, US Thin-Films Corporation, to Thin Film Technologies Ltd., a company controlled by Mr. David Halstead, a director of the Company, for a total consideration of $1,000. As Thin Film Technologies Ltd. is a related party, this transaction is classified as a related party transaction under applicable SEC regulations.

At the time of the sale, the subsidiary had a net liability position of $1,645,819, which was deconsolidated from the Company’s balance sheet upon closing.

The disposal resulted in a gain of $1,646,819, calculated as the difference between the net liabilities removed and the $1,000 sale price. In accordance with accounting guidance for capital transactions with related parties, this gain was recorded as an increase to additional paid-in capital on the Company’s consolidated statement of stockholders’ equity.

As a result of the sale, the operations of US Thin-Films Corporation have been reported as discontinued operations for all periods presented in the consolidated statements of operations. The income and expenses of US Thin-Films Corporation have been removed from continuing operations and presented separately as a single line item titled “Loss from discontinued operations” for both the current and prior periods.

As of September 30, 2024, the net loss from discontinued operations totaled $103,308.