NOTE 5 – ROYALTY PAYABLES

Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose,” and collectively with LPI, Smiles, and Divatrim, the “Licensors”) are all companies at least 50% owned by a shareholder of the Company. On December 1, 2021, the Company entered into manufacturing and distributorship license agreements (each, a “License Agreement”) with each of the Licensors to distribute each of the Licensors’ respective products and for payments to such Licensor for its product designs and distribution rights. Pursuant to the License Agreements, and each of them, the Company agreed to pay to such Licensors royalty payments equal to 4.00% of gross sales, excluding returns, chargebacks, and other such allowances.

On October 1, 2023, the Company terminated each of the License Agreements; however, the Company maintained its license for NZT-48 with LPI, which was subsequently amended (the “LPI License Agreement”).

The Company was required to start paying all earned royalties under the License Agreements beginning on June 15, 2022. As of October 1, 2023, the royalty payable was $1,557,432 and due to termination of license, all inventories were provided back to the Licensors on the same date of termination. Inventories that were to be provided back to the Licensors was $2,363,151 on October 1, 2023. The net difference resulted in accounts receivables from Licensors in the amount of $805,719. As this net amount of $805,719 was to the Licensors of which these companies are controlled and all owned by the shareholder of the Company, this amount of net receivables was classified as an offset to note payable to the shareholder as of December 31, 2023.

In September 2025, the Company entered into an amendment, to the LPI License Agreement under which it waived payment of all royalties due under the License Agreement through September 30, 2025, totaling $260,602 which were forgiven. In addition, the Company waived the payment of all royalties under the LPI License Agreement for the subsequent three-year period ending December 31, 2027. This resulted in gain from forgiveness of royalty payable and was recorded as additional paid-in capital as this was a related party transaction.

As of March 31, 2026, and December 31, 2025, royalty payables were $0 and $0, respectively.