NOTE 13: SUBSEQUENT EVENTS

The Company evaluated subsequent events through May 20, 2026, the date the consolidated financial statements were available to be issued, in accordance with ASC 855-10-50-2. The following material events, substantially all Type 2 (non-recognized), have been identified. All equity issuances were effected pursuant to the private placement exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, with verified accredited investors.

Equity Issuances On April 6, 2026, the Company issued 500,000,000 shares of common stock for $375,000 cash ($0.00075 per share) pursuant to PPM-2.

In April 2026, the Company filed Articles of Amendment with the Florida Division of Corporations increasing authorized Series AA Convertible Preferred Stock to 99 shares and issued three Series AA shares to PT Smart Green Technologies (an accredited investor controlled by Dr. Niclas Adler) for $300,000 cash pursuant to PPM-

1. The entire Series AA class carries aggregate voting rights equal to 51% of all shareholder votes on every matter (distributed pro rata with dynamic adjustment). Four Series AA shares are now outstanding.

Also in April 2026, the Company issued 40,000,000 common shares (valued at $132,000) to settle accrued salaries. The $1,526,096 related-party portion was recorded as a capital contribution to additional paid-in capital; the $1,190,522 non-related-party portion was recognized as a gain on debt extinguishment.

In April 2026 the Company issued 30,856,668 shares of its $0.0001 par value common stock upon the conversion of principal interest, and fees of $50,061 of its outstanding promissory notes, valued at $0.00128 per share. 

In May 2026 the Company issued 8,391,608 shares of its $0.0001 par value common stock upon the conversion of principal interest, and fees of $12,000 of its outstanding promissory notes, valued at $0.00143 per share. 

Governance and Legacy Cleanup (April 7, 2026) The Board accepted the resignations of directors Paul Anthony Favata and Thomas Grbelja with no disagreements cited. The Company filed Certificates of Designation for Series A and Series B Preferred Stock and adopted a 125-day Remediation Plan for legacy Series A and Series B holders. The likelihood of any future conversion of legacy Preferred Series A or Preferred Series B shares is considered remote, and they have been excluded from diluted EPS calculations.

Debt Settlements and Additional Preferred Actions

Leadership Changes (April 27, 2026) Paul R. Taylor was appointed Chairman and Chief Executive Officer; Cheddi Rai was appointed Chief Operating Officer and Chief Technology Officer. Mark Lucky continues as Chief Financial Officer.

PTNA Acquisition Corp. By unanimous written consent, the Board authorized formation of PTNA Acquisition Corp., a wholly owned Delaware C-Corporation subsidiary, as a bankruptcy-remote, liability-segregated strategic acquisition and capital-markets vehicle (targeting AI Capital UK and AI Capital Indonesia, among others), with full corporate separateness protocols to preserve limited liability.

Pending ConnexUS AI Acquisition (Type 2 Non-Recognized Event) On March 29, 2026 (countersigned March 30), the Company entered into a non-binding LOI to acquire 100% of ConnexUS AI (DE) for nominal cash consideration of $1.00 plus assumption of $350,000 convertible notes, implementing a dual ring-fence structure for a GAAP-compliant clean balance sheet and licensing of the RAGböx.co platform. No definitive agreement has been executed and closing has not occurred; accordingly, no purchase accounting or related effects have been recorded. Full pro forma and Item 404 disclosures will be provided in subsequent Form 8-K filings upon execution and closing.

These events strengthen the Company’s balance sheet, governance, and strategic positioning without material adverse effect on liquidity or going-concern status. Reference is made to the Form 8-K filings dated April 7, 14, 16, 27, and 29, 2026 (and exhibits, including PPM-1, PPM-2, the LOI, Series A/B/D/E/G Certificates of Designation, Labrys Settlement, and PTNA Board Resolution) for additional information.