NOTE 4 – COMMITMENTS AND CONTINGENCIES

In prior years, the Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company, which included commitments to issue shares of the Company’s common stock from the Company’s 2017 Stock Incentive Plan and 2019 Stock Incentive Plans. The authorized shares pursuant to the 2017 Stock Incentive Plan (“2017 Plan”) were 4,500,000 shares, and per 2019 Stock Incentive Plan (“2019 Plan”) were 5,000,000 shares. The consulting agreements with two consultants have been terminated and shares have been issued in conjunction with the related separation agreements. The vested shares related to the three advisors and the executive officers have not yet been issued in full and therefore remain a liability. According to the terms of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Plan as of December 31, 2025 and 2024, and 3,530,000 shares were vested and issued per the Company’s 2019 Plan as of December 31, 2025 and 2024, respectively.

In the event that a consulting agreement is terminated by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated. The value of the shares was assigned to a fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the end of each reporting period.

On March 18, 2022, the Company adopted 2022 Stock Incentive Plan (“2022 Plan”) and reserved 20,000,000 shares of common stock for issuance to incentivize its management team. Pursuant to the terms of the 2022 Plan, 14,300,000 shares of common stock were vested and 14,200,000 shares and 3,100,000 were issued as of December 31, 2025 and 2024, respectively. 100,000 shares vested remained to be issued to an advisor pursuant to 2022 Plan as of December 31, 2025.

On October 30, 2025, the Company had a change in control of management and all unvested shares pursuant to the 2017 Plan, 2019 Plan, and 2022 Plan were forfeited and cancelled. The Board of Directors subsequently terminated each of the 2017 Plan, the 2019 Plan, and the 2022 Plan effective December 31, 2025. As of December 31, 2025, there were no unvested shares remaining under any of the Plans.

Employment Agreement – CEO

On June 2, 2022, the Board approved an Employment Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the CEO an aggregate of 7,000,000 shares of the Company’s common stock under the 2022 Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company recorded $353,939 and $279,352 in salaries payable to the CEO as of October 30, 2025 and December 31, 2024, respectively. On October 30, 2025, the Company had a change in control of the management, and the Employment Agreement of the CEO was terminated. The Company and the CEO mutually agreed to settle the past due salary payable of $353,939, and reimbursable expenses and incentives of $33,303, in exchange for 269 shares of Series E Preferred Stock (Note 8).

Employment Agreement – COO/Interim CFO

On June 2, 2022, the Board approved an Employment Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the COO/Interim CFO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company recorded $309,603 and $263,041 in salaries payable to the COO/Interim CFO as of October 30, 2025 and December 31, 2024, respectively. On October 30, 2025, the Company had a change in control of the management, and the Employment Agreement of the CEO was terminated. The Company and the COO/Interim CFO mutually agreed to settle the past due salary payable of $309,603, and reimbursable expenses of $13,666, in exchange for 269 shares of Series E Preferred Stock (Note 8).