NOTE 2 – NOTES PAYABLE TO RELATED AND UNRELATED PARTIES

Working Capital Loan with Directors and Unrelated Party

Unrelated Party

On March 3, 2026, the Company entered into and issued an unsecured Lump Sum Payment Promissory Note (“Note”), which Note provided a working capital loan in the principal amount of $250,000 (“Loan”) from eBliss Global, Inc., a private, early stage Delaware corporation engaged in the developing and producing e-mobility solutions (including and initially making e-bikes as transportation vehicles at a Utica, New York factory), (“eBliss”). Funding occurred on March 4, 2026. The interest rate under the Note is seven percent (7%) simple annual interest. Principal and accrued interest are due in a single lump sum payment due on March 4, 2027 (“Maturity Date”). The Company has a fifteen-day cure period if it fails to pay the Principal and accrued interest on the Maturity Date. The Note is unsecured and does not provide for a conversion of debt-to-equity securities. The Company recognized $1,295 in interest expense for the 3 months ended March 31, 2026.

In connection with the Note, the Company agreed to a 90-day no-shop provision, which restricts the Company, subject to specified exceptions, from soliciting or engaging in certain third-party proposals involving a merger, business combination, stock or asset acquisition, strategic alliance, joint venture for product development, or similar transaction. The no-shop period expires on June 1, 2026. As of the date these financial statements were issued, the Company and eBliss had not entered into a letter of intent or definitive agreement with respect to any such transaction.

Related Party

On October 31, 2024, the Company executed a unsecured promissory note with related party, Coppermine Ventures, LLC (“Coppermine”), to provide $125,914 in working capital funding for daily operations. Coppermine is controlled by Alex Jacobs, the Company’s Chief Executive Officer. Principal accrues simple interest at a rate of 7 percent per annum, maturing July 31, 2025. The note was amended on January 27, 2025 to increase the principal amounts to $485,163, maturing December 31, 2025 with simple interest of 7 percent per annum. On January 5, 2026 the note was amended for a second time to increase the principal amounts to $558,191, maturing December 31, 2026, maintaining the original interest rate of 7 percent per annum. $530,163 has been drawn to date. The Company recognized $8,764 in interest expense for the 3 months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, the Company had a total of $780,163 and $485,163, respectively of outstanding principal, on the above referenced funding agreements, and accrued interest of $39,215 and $29,157, respectively. The outstanding principal balances and accrued interest are presented on the condensed consolidated balance sheet as follows:

SCHEDULE OF OUTSTANDING PRINCIPAL BALANCES AND ACCRUED INTEREST