NOTE 7 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Shares of Common Stock Issued for Services

Two services providers received an aggregate of 5,333 shares of common stock for services rendered. The shares have an estimated fair value of $2,290 based on recent sales of common stock.

Execution of a Securities Purchase Agreement and Advisory Agreement

Effective April 16, 2026, the Company entered into a securities purchase agreement (the “SPA”) with Evergreen Capital Management LLC (“Evergreen”), pursuant to which the Company sold, and Evergreen purchased, (i) a convertible promissory note in the aggregate principal amount of up to $800,000 (the “Note”), and (ii) warrants to purchase up to 600,000 shares of Company common stock (the “Warrants”), for an aggregate purchase price of up to $666,668 (the “Purchase Price”). The Purchase Price is to be paid in four tranches of $166,667 (each, a “Tranche”), with the first Tranche paid at the initial closing of the transaction, and the remaining three Tranches paid to the Company upon (i) the Company’s filing of a registration statement on Form S-1 registering for resale shares of Company common stock issuable upon conversion of the Note, and (ii) receiving comments from the SEC on that registration statement. Evergreen shall retain $10,000 from each Tranche to cover its legal fees and closing costs. The first Tranche was funded on April 16, 2026, and on that date, the Note and Warrants were issued to Evergreen.

The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. For each Tranche funded, the Note principal shall consist of $200,000 (up to an aggregate of $800,000 if all four Tranches are funded to the Company). The Note matures upon the earlier of (i) 9 months following the Issue Date set forth in the Note (April 15, 2026), or (ii) the listing of the Company’s common stock on a national securities exchange (an “Exchange Listing”), such as The Nasdaq Capital Market. The Note accrues interest at 10% per annum and is convertible into shares of the Company’s common stock at $1.00 per share, or 80% of the lowest volume-weighted average price during the 5 trading days preceding conversion upon the occurrence of any event of default; provided, however, that the holder may not convert the Note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. The Warrants only entitle the holder to purchase up to 300,000 shares initially, and upon the funding of the second Tranche, entitle the holder to purchase up to an additional 300,000 shares. The Warrants have a 5-year term, are exercisable on a cashless basis, and have an initial exercise price of $1.00, subject to adjustment so that the exercise price under the Warrants equals the applicable conversion price under the Note.

On April 16, 2026, the Company also entered into an Advisory Agreement (the “Advisory Agreement”) with Brio Advisory Group (the “Consultant”), pursuant to which the Consultant will provide the Company advisory services included, but not limited to, in connection with strategic initiatives, capitalization, financial and other planning, due diligence, financing efforts, and the Company will issue to the Consultant shares of preferred stock which will be valued as follows: (i) $300,000 per tranche ($1,200,000 in the aggregate if all four tranches of funding under the Note are funded to the Company) at the time of the Exchange Listing, or (ii) if there is no Exchange Listing within one year of the date of the Advisory Agreement, that will convert into $300,000 of Company common stock per tranche based on the 5-day average closing price at such time, but in no event at less than $1.00 per share.

Designation of Series C Preferred Stock

On May 4, 2026, the Company’s Board of Directors approved the designation of 4 shares of its authorized preferred stock as Series C Preferred Stock with a par value of $0.001 per share (the “Series C”). Each share of Series C carries one vote. The designation was filed to effect the issuance of preferred stock to the Consultant as required by the Advisory Agreement described above.

The Series C are convertible, at the option of the holder, into shares of common stock at the following conversion rates: (i) if the common stock has been listed for trading on The Nasdaq Capital Market, the NYSE American, or another equivalent national securities exchange by April 14, 2027, the Series C will convert at a rate of $300,000 divided by the official closing price of the Company’s common stock reported by the Nasdaq Capital Market or the Over-the-Counter markets (if the common stock has not been listed with a national securities exchange), or (ii) if the Company’s common stock is not listed on a national securities exchange within one year of the date of the Advisory Agreement, the Series C will be convertible into common stock at $300,000 per tranche based on the 5-day average closing price at such time, but in no event at less than $1.00 per share.

The Company filed the certification of designation with the State of Neveda on May 5, 2026 and issued 1 share of Series C to Brio Advisory Group LLC on May 8, 2026.