COMMITMENTS AND CONTINGENCIES	3 Months Ended
Mar. 31, 2026
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6 - COMMITMENTS AND CONTINGENCIES *Legal Proceedings and Other Claims* From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings, and advice of outside legal counsel are expensed as incurred. *Employment Agreements* Effective February 28, 2024, the Company entered into the Employment Agreement with Gregory Lambrecht, the Company’s Chief Executive Officer (the “CEO Agreement”). The term of the CEO Agreement is three years from the effective date, and will renew for six month periods automatically unless terminated by either party providing 90 days of prior written notice or for “Cause,” as defined in the CEO Agreement. Pursuant to the CEO Agreement, Mr. Lambrecht is entitled to an annual salary of $250,000. Mr. Lambrecht is also entitled to a bonus as determined by the Company’s Board of Directors, healthcare (once established by the Company), reimbursement of expenses, and 20 vacation days per year. Also, as an inducement to enter into the CEO Agreement, Mr. Lambrecht was issued 60 shares of Series B Preferred Stock of the Company. Effective February 28, 2024, the Company entered into the Employment Agreement with Austen Lambrecht, the Company’s Vice President (the “VP Agreement”). The term of the VP Agreement is three years from the effective date, and will renew for six month periods automatically unless terminated by either party providing 90 days of prior written notice or for “Cause,” as defined in the VP Agreement. Pursuant to the VP Agreement, Mr. Lambrecht is entitled to an annual salary of $97,000. Mr. Lambrecht is also entitled to a bonus as determined by the Company’s Board of Directors, healthcare (once established by the Company), reimbursement of expenses, and 20 vacation days per year. Also, as an inducement to enter into the VP Agreement, Mr. Lambrecht was issued 30 shares of Series B Preferred Stock of the Company. Effective May 28, 2024, the Board of Directors of the Company (with Austen Lambrecht abstaining) appointed Austen Lambrecht as Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), and Chairman of the Board of the Company. *Sim Agro Letter of Intent* In November 2025, the Company signed a non-binding LOI with Sim Agro Inc. ("Sim Agro"), a privately held power plant operations and energy infrastructure company with international experience in high-efficiency generation projects, including operations across India, Europe, South Korea, the Middle East, and the United States. On May 2, 2026, the Company entered into an Agreement and Plan of Stock Exchange with Sim Agro Inc., pursuant to which the Company will acquire a majority controlling interest in Sim Agro Inc., a global power-plant operations and energy infrastructure company. The transaction remains subject to customary closing conditions, including stockholder approvals, and other conditions described in Note 7. Sim Agro generates revenue through the operation of and consulting services for power-generation projects. Upon closing, Sim Agro is expected to become the Company’s primary operating platform for the development, acquisition and management of power and energy infrastructure assets. The acquisition is intended to support the Company’s strategic expansion into captive power generation and data-center infrastructure supporting artificial intelligence and high-performance computing markets. *Jefferson Enterprise Energy, LLC* On March 12, 2026, the Company entered into a Purchase and Sale Agreement (the “PSA”) with Jefferson Enterprise Energy, LLC, a Texas limited liability company, to acquire certain real property, improvements, equipment, permits, warranties and related documents located in Angelina County, Texas (the “Property”). The total purchase price is $11,168,864, consisting of $7,000,000 in cash at closing and the assumption of a mechanic's and materialman’s lien recorded as Instrument No. 2025-00458298 in the Official Public Records of Angelina County, Texas (the “Sim Agro Lien”). The Company deposited $250,000 in nonrefundable earnest money, which is reflected as other expense in the accompanying statement of operations. The Property is being acquired on an “as-is, where-is” basis. The Company agreed to indemnify, defend, and hold the seller harmless from and against any and all losses, costs, damages, claims, demands, actions, and liabilities arising from or relating to the Sim Agro Lien, which obligation survives the closing. On April 13, 2026, the Company entered into a First Amendment to Purchase and Sale Agreement with Jefferson Enterprise Energy, LLC, amending that certain Purchase and Sale Agreement effective March 12, 2026, relating to the Company’s acquisition of certain real property and related assets located in Angelina County, Texas. The amendment extended the closing date from April 15, 2026 to May 22, 2026, while maintaining the total purchase price of $11,168,864. In consideration for the extension, the $250,000 previously deposited by the Company as earnest money was deemed fully earned by the seller as a non-refundable extension fee and will not be credited against the purchase price at closing, regardless of whether the transaction closes or is terminated. The Company is further required, upon the seller’s written request during the extension period, to provide reasonable documentation demonstrating its financial ability to close, including financing term sheets, commitment letters, or evidence of available funds. Although the First Amendment was executed on April 13, 2026 (subsequent to March 31, 2026), because the $250,000 earnest money was nonrefundable as of the original March 12, 2026 Purchase and Sale Agreement date (except in the event of Seller's failure to perform at closing), the Company recognized the full $250,000 as acquisition extension fee expense during the quarter ended March 31, 2026. On May 2, 2026, the Company entered into a definitive agreement to acquire a majority controlling interest in Sim Agro Inc., a global power-plant operations and energy infrastructure assets. The acquisition is intended to support the Company's strategic expansion into captive power generation and data-center infrastructure supporting artificial intelligence and high-performance computing markets. Sim Agro generates revenue through the operation of and consulting services for power-generation projects. Upon closing, Sim Agro is expected to become the Company’s primary operating platform for the development, acquisition and management of power and energy infrastructure assets. The acquisition is intended to support the Company’s strategic expansion into captive power generation and data-center infrastructure supporting artificial intelligence and high-performance computing markets. The acquisition of the property and plant in Lufkin is still pending. Placement Agent Agreement On February 17, 2026, the Company entered into an engagement agreement with Moody Capital Solutions, Inc., a FINRA/SIPC member, pursuant to which Moody Capital Solutions will act as the Company’s sole and exclusive placement agent and/or financial advisor in connection with potential capital formation and financing activities. The engagement contemplates assisting the Company in raising capital to support its strategic initiatives, including the acquisition and development of power generation and data center infrastructure assets. The Company filed a Current Report on Form 8-K with the Securities and Exchange Commission on March 17, 2026 to disclose this engagement. No assurance can be given that any financing will be successfully completed under this arrangement.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2026

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings and Other Claims

From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings, and advice of outside legal counsel are expensed as incurred.

Employment Agreements

Effective February 28, 2024, the Company entered into the Employment Agreement with Gregory Lambrecht, the Company’s Chief Executive Officer (the “CEO Agreement”). The term of the CEO Agreement is three years from the effective date, and will renew for six month periods automatically unless terminated by either party providing 90 days of prior written notice or for “Cause,” as defined in the CEO Agreement. Pursuant to the CEO Agreement, Mr. Lambrecht is entitled to an annual salary of $250,000. Mr. Lambrecht is also entitled to a bonus as determined by the Company’s Board of Directors, healthcare (once established by the Company), reimbursement of expenses, and 20 vacation days per year. Also, as an inducement to enter into the CEO Agreement, Mr. Lambrecht was issued 60 shares of Series B Preferred Stock of the Company.

Effective February 28, 2024, the Company entered into the Employment Agreement with Austen Lambrecht, the Company’s Vice President (the “VP Agreement”). The term of the VP Agreement is three years from the effective date, and will renew for six month periods automatically unless terminated by either party providing 90 days of prior written notice or for “Cause,” as defined in the VP Agreement. Pursuant to the VP Agreement, Mr. Lambrecht is entitled to an annual salary of $97,000. Mr. Lambrecht is also entitled to a bonus as determined by the Company’s Board of Directors, healthcare (once established by the Company), reimbursement of expenses, and 20 vacation days per year. Also, as an inducement to enter into the VP Agreement, Mr. Lambrecht was issued 30 shares of Series B Preferred Stock of the Company.

Effective May 28, 2024, the Board of Directors of the Company (with Austen Lambrecht abstaining) appointed Austen Lambrecht as Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), and Chairman of the Board of the Company.

Sim Agro Letter of Intent

In November 2025, the Company signed a non-binding LOI with Sim Agro Inc. ("Sim Agro"), a privately held power plant operations and energy infrastructure company with international experience in high-efficiency generation projects, including operations across India, Europe, South Korea, the Middle East, and the United States.

On May 2, 2026, the Company entered into an Agreement and Plan of Stock Exchange with Sim Agro Inc., pursuant to which the Company will acquire a majority controlling interest in Sim Agro Inc., a global power-plant operations and energy infrastructure company. The transaction remains subject to customary closing conditions, including stockholder approvals, and other conditions described in Note 7.

The acquisition is intended to support the Company’s strategic expansion into captive power generation and data-center infrastructure supporting artificial intelligence and high-performance computing markets.

Jefferson Enterprise Energy, LLC

On March 12, 2026, the Company entered into a Purchase and Sale Agreement (the “PSA”) with Jefferson Enterprise Energy, LLC, a Texas limited liability company, to acquire certain real property, improvements, equipment, permits, warranties and related documents located in Angelina County, Texas (the “Property”). The total purchase price is $11,168,864, consisting of $7,000,000 in cash at closing and the assumption of a mechanic's and materialman’s lien recorded as Instrument No. 2025-00458298 in the Official Public Records of Angelina County, Texas (the “Sim Agro Lien”). The Company deposited $250,000 in nonrefundable earnest money, which is reflected as other expense in the accompanying statement of operations. The Property is being acquired on an “as-is, where-is” basis. The Company agreed to indemnify, defend, and hold the seller harmless from and against any and all losses, costs, damages, claims, demands, actions, and liabilities arising from or relating to the Sim Agro Lien, which obligation survives the closing.

On April 13, 2026, the Company entered into a First Amendment to Purchase and Sale Agreement with Jefferson Enterprise Energy, LLC, amending that certain Purchase and Sale Agreement effective March 12, 2026, relating to the Company’s acquisition of certain real property and related assets located in Angelina County, Texas. The amendment extended the closing date from April 15, 2026 to May 22, 2026, while maintaining the total purchase price of $11,168,864. In consideration for the extension, the $250,000 previously deposited by the Company as earnest money was deemed fully earned by the seller as a non-refundable extension fee and will not be credited against the purchase price at closing, regardless of whether the transaction closes or is terminated. The Company is further required, upon the seller’s written request during the extension period, to provide reasonable documentation demonstrating its financial ability to close, including financing term sheets, commitment letters, or evidence of available funds. Although the First Amendment was executed on April 13, 2026 (subsequent to March 31, 2026), because the $250,000 earnest money was nonrefundable as of the original March 12, 2026 Purchase and Sale Agreement date (except in the event of Seller's failure to perform at closing), the Company recognized the full $250,000 as acquisition extension fee expense during the quarter ended March 31, 2026.

On May 2, 2026, the Company entered into a definitive agreement to acquire a majority controlling interest in Sim Agro Inc., a global power-plant operations and energy infrastructure assets. The acquisition is intended to support the Company's strategic expansion into captive power generation and data-center infrastructure supporting artificial intelligence and high-performance computing markets.

Sim Agro generates revenue through the operation of and consulting services for power-generation projects. Upon closing, Sim Agro is expected to become the Company’s primary operating platform for the development, acquisition and management of power and energy infrastructure assets. The acquisition is intended to support the Company’s strategic expansion into captive power generation and data-center infrastructure supporting artificial intelligence and high-performance computing markets.

The acquisition of the property and plant in Lufkin is still pending.

Placement Agent Agreement

On February 17, 2026, the Company entered into an engagement agreement with Moody Capital Solutions, Inc., a FINRA/SIPC member, pursuant to which Moody Capital Solutions will act as the Company’s sole and exclusive placement agent and/or financial advisor in connection with potential capital formation and financing activities. The engagement contemplates assisting the Company in raising capital to support its strategic initiatives, including the acquisition and development of power generation and data center infrastructure assets. The Company filed a Current Report on Form 8-K with the Securities and Exchange Commission on March 17, 2026 to disclose this engagement. No assurance can be given that any financing will be successfully completed under this arrangement.