NOTE 3 – COMMITMENTS AND CONTINGENCIES

2017 Stock Incentive Plan & 2019 Stock Incentive Plan

In prior years, the Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company, which included commitments to issue shares of the Company’s common stock from the Company’s 2017 Stock Incentive Plan (“2017 Plan”) and 2019 Stock Incentive Plan (“2019 Plan”). The authorized shares pursuant to the 2017 Plan were 4,500,000 shares, and per 2019 Plan were 5,000,000 shares. In the event that a consulting agreement is terminated by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated. The value of the shares was assigned to a fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the end of each reporting period. The consulting agreements with two consultants have been terminated and shares have been issued in conjunction with the related separation agreements. According to the terms of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Plan as of December 31, 2025 and 2024, and 3,530,000 shares were vested and issued per the Company’s 2019 Plan as of December 31, 2025 and 2024, respectively.

2022 Stock Incentive Plan

On March 18, 2022, the Company adopted 2022 Stock Incentive Plan (“2022 Plan”) and reserved 20,000,000 shares of common stock for issuance to incentivize its management team. Pursuant to the terms of the 2022 Plan, 14,300,000 shares of common stock were vested and 14,200,000 shares and 3,100,000 were issued as of December 31, 2025 and 2024, respectively. 100,000 shares vested remained to be issued to an advisor pursuant to 2022 Plan as of December 31, 2025, and were issued to the advisor on March 24, 2026.

On October 30, 2025, the Company had a change in control of management and all unvested shares pursuant to the 2017 Plan, 2019 Plan, and 2022 Plan were forfeited and cancelled. The Board of Directors subsequently terminated each of the 2017 Plan, the 2019 Plan, and the 2022 Plan effective December 31, 2025. As of December 31, 2025, there were no unvested shares remaining under any of the Plans.

Employment Agreement – CEO

On October 30, 2025, the Company had a change in control of the management, and the Employment Agreement of Mr. Cliff Emmons, CEO of the Company, was terminated. The Company entered into a Consulting Agreement with Mr. Emmons pursuant to which Mr. Emmons will receive a monthly fee of $4,167 payable in Series E Preferred Stock issuable no later than 15 days following the end of the month. The term of the Consulting Agreement was for three months which is automatically renewable upon the consent of the parties for additional one-month terms. The Company recorded $12,500 in Consulting fees expense for the three months ended March 31, 2026. Consulting fees and reimbursable expenses payable to Mr. Emmons totaled $25,068 and $8,402 at March 31, 2026 and December 31, 2025, respectively.