NOTE 5 – NOTES RECEIVABLE

Bionance Initiative

The Company is the principal member of Bionance LLC, a Nevada limited liability company (“Bionance”), formed for the purpose of making investments in the securities of publicly traded companies (“Investments”). On October 1, 2025, following the approval of the Company’s Board of Directors, the Company and Timothy Warbington, the Company’s Chief Executive Officer, entered into Bionance’s Operating Agreement, pursuant to which, among other things, the Company and Mr. Warbington committed to make up to $500,000 and $100,000 of capital contributions, respectively, to Bionance, to fund Investments. The Managing Member of Bionance, Bionance Management LLC, is owned in equal parts by Mr. Warbington, Donald Dickerson, the Company’s Chief Financial Officer, and Dr. Amit Patel, a consultant to the Company. The Managing Member is entitled to 30% of all distributions made by Bionance after Bionance’s other members have received the return of 100% of their capital contributions to Bionance. Bionance has no members other than the Company, Mr. Warbington and Bionance Management LLC. As of December 31, 2025, Mr. Warbington contributed $10,000 to Bionance.

Note #1

During the year ended December 31, 2025, Bionance purchased a convertible promissory note (the “Note”) issued by a third party (the “Issuer”). The Note has a face principal amount of $60,000 of which $50,500 represents the net proceeds to the third party. The balance of the principal amount reflects an original issue discount (“OID”) of $6,000 and other costs of $3,500. The Note was issued on November 10, 2025 and matures 12 months from issuance (November 10, 2026). The Note provides for a 12% interest amount that is earned as of issuance and includes default interest of 16% per annum on amounts past due.

The Note is convertible, at the Company’s option, into shares of the Issuer’s common stock. The conversion price is based on a discount to the Issuer’s trading price, defined as 65% of the lowest traded price during the 10 trading days immediately preceding the conversion date. The Note also includes customary protective provisions and remedies, including (i) penalties for failure to timely deliver conversion shares, (ii) limited optional prepayment by the Issuer during the first 181 days after issuance subject to increasing prepayment premiums, and (iii) an accelerated “default amount” payable upon an event of default.

The Company amortizes the premium of $10,000 over the term of the Note using the straight line method due to the short-term nature of the Note. During the three months ended March 31, 2026, the Company amortized $2,376 to interest income with a premium of $5,540 remaining as of March 31, 2026.

Note #2

In January 2026, the Company purchased a convertible promissory note (the "Note") issued by a third party. The Note has a face principal amount of $55,000, of which $50,000 were the net proceeds to the Issuer, which includes an original issue discount ("OID") of $5,000. The Note was issued on January 13, 2026 and matures 12 months from issuance (January 13, 2027). The Note provides for a one-time interest charge on the principal amount at a rate of 10%, totaling $5,500, which is guaranteed and earned in full as of the issue date. Default interest accrues at 18% per annum on any amounts past due. The Note requires scheduled cash amortization payments commencing July 13, 2026 through January 13, 2027. Specifically, the Issuer is required to make three equal payments of $15,125 on July 13, August 13, and September 13, 2026, followed by a payment of $10,000 on October 13, 2026, and two payments of $2,500 on November 13 and December 13, 2026, with all remaining outstanding amounts due on the maturity date of January 13, 2027.

The Note is convertible, at the Company's option, into shares of the Issuer's common stock. The conversion price is based on a discount to the Issuer's trading price, defined as 75% of the average of the five lowest volume-weighted average prices ("VWAPs") of the Issuer's common stock during the 10 trading days immediately preceding the applicable conversion date. The Note also includes customary protective provisions and remedies, including (i) penalties for failure to timely deliver conversion shares, (ii) a prohibition on optional prepayment except upon five trading days' prior written notice before an event of default occurs, and (iii) an accelerated "default amount" equal to 135% of the then-outstanding principal and accrued interest payable upon an event of default.

As additional consideration for the purchase of the Note, the Issuer issued 62,500 shares of its restricted common stock (the "Commitment Shares") to the Company, which were earned in full as of the closing date. At the date of issuance the fair market value of the common stock was insignificant.

The Company amortizes the premium of $5,000 over the term of the Note using the straight line method due to the short-term nature of the Note. During the three months ended March 31, 2026, the Company amortized $1,251 to interest income with a premium of $3,749 remaining as of March 31, 2026.