Note 9 – Subsequent Events

Management has evaluated subsequent events through the date of these financial statements were available to be issued. Based on our evaluation, the following events have occurred that require disclosure.

Change in Control

Pursuant to a Note Purchase Agreement, effective as of April 1, 2026, the issuance of a Convertible Promissory Note, Series A Preferred Stock Subscription Agreement, Investor Rights Agreement, and the filing of a Certificate of Designation for Series A Preferred Stock, the Company underwent a change in control whereby Hawkeye Holdco LLC (“HH”), over which Martin Sumichrast has voting and dispositive power, acquired beneficial ownership of approximately 68% of the Company’s common stock, as described below. Mr. Sumichrast disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein.

Convertible Promissory Note and Note Purchase Agreement 

On April 1, 2026, the Company, HH and Mr. Hall entered into a Note Purchase Agreement where HH purchased from Mr. Hall the Existing Hall Note described in Note 4- Promissory Note Payable. Pursuant to the Note Purchase Agreement, the Existing Hall Note was amended and restated and the Company issued a new non-interest-bearing Convertible Promissory Note to HH in an initial principal amount of $2,767,756 (the “Convertible Note” as referred on Note 4—Promissory Loan Payable—related party) in exchange for the Existing Hall Note. The Convertible Note matures 24 months from the date of issuance and converts into common stock at an initial conversion price of $0.12. The conversion price will be adjusted in the event of any dividend or distribution involving common stock, stock split, reverse stock split, or other subdivision or combination of common stock.

Pursuant to the terms of the Note Purchase Agreement, the Existing Hall Note was amended and restated in the form of the Convertible Note.

Series A Preferred Stock Subscription Agreement and Certificate of Designation

On April 1, 2026, the Company entered into a Subscription Agreement with Mr. Hall, pursuant to which Mr. Hall subscribed for 2,000 shares of Series A Convertible Preferred Stock at a total purchase price of $200,000 (the “Subscription Agreement”). On the same day, the Company filed a Certificate of Designation for Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Nevada, designating a class of preferred stock as Series A Convertible Preferred Stock with a par value of $0.0001 per share (the “Preferred Stock”).

Pursuant to the terms and conditions set forth in the Certificate of Designation, shares of Preferred Stock may be convertible into shares of Common Stock at any time following the issuance of the Preferred Stock at the option of the holder. If an optional conversion has not occurred, then on the earliest to occur of (A) the 12 month anniversary of the date of issuance, (B) the date on which the Company first completes an offering of equity or debt securities for the primary purpose of raising capital with aggregate gross proceeds equal to or greater than $1,500,000, and (C) the Market Capitalization (as such term is defined in the Certificate of Designation) of the Company exceeds $50,000,000 for any 20 out of 30 consecutive trading days, then all of the then-outstanding shares of Preferred Stock will automatically be converted into shares of common stock. The conversion rate for the Preferred Stock provides that, if all 2,000 shares of Preferred Stock are converted, the holder will receive a number of shares of common stock equal to 7% of the fully diluted shares of common stock outstanding immediately after giving effect to such conversion, subject to certain adjustments as set forth in the Certificate of Designation, which percentage will be reduced proportionally in the event that a portion of the 2,000 shares of Preferred Stock are converted.

Investor Rights Agreement

On April 1, 2026, the Company, Mr. Hall, and HH entered into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which the Company agreed to file a registration statement within 30 days following a request by HH and to use its reasonable best efforts to cause the registration statement to be declared effective within 75 days, registering the resale of all shares of common stock held by HH and shares of common stock issuable upon the exercise or conversion of securities held by HH (the “Registrable Securities”). The Investor Rights Agreement also grants certain piggyback registration rights to HH.  

Additionally, the Investor Rights Agreement requires that the Company increase the size of its Board of Directors (the “Board”) from one to five members, to appoint four individuals to the Board as designated by HH, and to nominate and recommend such designees for election to the Board at future meetings of the Company’s stockholders.

Settlement Agreement

On April 1, 2026, the Company entered into a Settlement and Release Agreement (the "Settlement Agreement") with Eagle Equities LLC ("Eagle", as referred to Note 3—Loan payable due to Eagle—JV partner). Pursuant to the Settlement Agreement, the Company agreed to pay Eagle $44,000 and issue 500,000 shares of common stock as consideration for the mutual general release of claims between the parties; such claims include those arising from a loan payable by the Company to Eagle and certain other matters described in the Settlement Agreement.

Option Cancellation Agreements

On April 6, 2026, the Company submitted a Form 8-K disclosing that as of April 1, 2026, the Company entered into various Stock Option Cancellation Agreements (collectively, the “Cancellation Agreements”) with the holders (the “Holders”) of Options to purchase, in the aggregate, 177,600 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Options”). Pursuant to the Cancellation Agreements, each Holder agreed to surrender and cancel all Options held by such Holder for aggregate consideration of $1.00 per share for each Holder. As of the date of this report, subsequent to the filing of Form 8-K, an additional 30,000 shares of stock options have been cancelled, bringing the total number of cancelled options to 207,600 shares.

Departure and Appointment of Officers

On April 1, 2026, Mr. Marshall stepped down as President and Chief Executive Officer but remains a member of the Board of Directors. The position of Chief Executive Officer is currently vacant.

Effective April 1, 2026, the Board of Directors approved the appointment of David Wachsman as President and Q. Byron Hamlett as Chief Financial Officer. Mr. Wachsman will serve as the Principal Executive Officer.

Appointment of Directors

On March 31, 2026, the Board approved the conditional appointment of Martin Sumichrast, Sim Farar, Nathan Bradley Fleisher, and Ralph Olson (collectively, the “14F Directors”), which appointment would become effective ten days after the filing and transmission of an Information Statement on Schedule 14f-1 (the “Schedule 14f-1”) by the Company. The Company filed the Schedule 14f-1 on April 16, 2026 and completed mailing of the Schedule 14f-1 on April 24, 2026. Consequently, the appointment of the 14F Directors became effective, and the 14F Directors joined the Board, as of May 4, 2026.

Accounts Payable and Accrued Liabilities – related party

On May 7, 2026, in consideration for the cancellation of $68,595 accrued interest from the Existing Note generated from January 1, 2026 to March 31, 2026 as described in Note 4 - Promissory Loan Payable - related party, Steve Hall entered into a Share Subscription Agreement with the Company. Pursuant to this agreement, Steve Hall agreed to subscribe for 228,858 shares of the Company's common stock at a subscription price of $0.12 per share; the subscription proceeds have been settled by offsetting the outstanding payable amount of $27,463 owed by the Company to Steve Hall on May 7, 2026.

Change in Trading Market

On April 28, 2026, the Company was notified by OTC Markets Group, Inc. that, in connection with the Company’s recent change in control as described above, the Company’s common stock would be moved from the OTCQB Venture Market to the OTC Pink Limited Market.

Effective April 29, 2026, the Company’s common stock commenced trading on the OTC Pink Limited Market and, on May 8, 2026, became quoted on the OTCID Basic Market operated by OTC Markets Group, Inc.