NOTE 13 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the consolidated balance sheet date through August 11, 2026 (the unaudited consolidated financial statements issuance date). Based upon the review, the Company did not identify other subsequent events that would have required adjustment of or disclosure in the unaudited consolidated financial statements, except for the following:

Pezzuto Action

On or about May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court for the Southern District of New York (Civil Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory notes. The case was settled on or about February 12, 2024, with an amendment to the settlement agreement signed by the parties on April 19, 2024. Under this settlement agreement, the Company acknowledged the sum of $234,000 collateralized by confessions of judgment in favor of each of Brett and Christian Pezzuto in the sum of $234,000. In addition, each of Brett and Christian Pezzuto was granted 75,000,000 warrants, for a total of 150,000,000 warrants, at a strike price of $0.001 per share for a period of five years. The GES Notes have an outstanding principal and interest balance of $176,641 (the “GES Notes Sum”) for each of Brett and Christian Pezzuto. The GES Notes were to be converted into stock of 1329291 B.C. Ltd in connection with its proposed acquisition of GES. The Company subsequently determined not to proceed with 1329291 B.C. Ltd’s acquisition of GES. Brett and Christian Pezzuto have the right to enforce the confession of judgment plus alleged legal fees of $85,210.80 as of January 15, 2024. On April 22, 2025, the Company paid Brett Pezzuto $234,000 toward the settlement agreement. On July 1, 2025, the Company paid $234,000 to Christian Pezzuto toward the settlement agreement. On October 27, 2025, plaintiffs filed a motion for summary judgment. On July 1, 2026, the parties entered into a Final Settlement Agreement, pursuant to which (i) the parties agreed to settle the matter, (ii) the Company agreed to pay $176,641 to each of Christian Pezzuto and Brett Pezzuto, and certain attorneys’ fees, and (iii) the Company agreed to issue 2,500 shares of the Company’s Series A preferred A stock to each of Christian Pezzuto and Brett Pezzuto.

Lim Chap Huat Settlement

On May 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York (Index No. 652474/2023) against the Company to collect on a promissory note in the principal amount of $200,000, plus interest at the rate of 12%, as well as attorney’s fees. On October 29, 2024, we entered into a Settlement Agreement and Mutual Limited Release with Mr. Lim Chap Huat and agreed to pay a total of $275,000 to Mr. Lim, secured by a Confession of Judgment. On December 20, 2024, we paid $250,000 of the settlement debt. On January 6, 2025, we paid $25,000 of the settlement debt, completing the terms of the settlement.

Jason Old Settlement

On October 14, 2025, Jason Old filed a complaint in the District Court of Tulsa County, Oklahoma (Civil Action No. CJ-2025-04721) against the Company and GES for breach of contract for failure to pay monies owned pursuant to a promissory note. On February 5, 2026, the Company and Mr. Old entered into a Release and Settlement Agreement, pursuant to which the parties agreed to settle the dispute and the Company agreed to pay Mr. Old $311,050 and delivery by October 1, 2026, of 5,000 of the Company’s Series A preferred shares. Subsequent to December 31, 2025, the Company satisfied the cash payment obligation in full through payments of $111,000 on March 26, 2026, $50,000 on March 27, 2026, and $150,050 on June 29, 2026, totaling $311,050. The Company remains obligated to deliver 5,000 shares of its Series A Preferred Stock by October 1, 2026 in accordance with the settlement agreement.

2025 Easterly APA

On July 1, 2025, the Company entered into that certain Asset Purchase Agreement (the “2025 Easterly APA”) with GES Acquisition Corp., a Delaware corporation (“GES Acquisition”); Global Election Services, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“GES”); Global Election Services Holding LLC, a Delaware limited liability company (“GES Holding”); and Easterly CV VI LLC, a Delaware limited liability company (“Easterly”).

Asset Purchase. Pursuant to the 2025 Easterly APA, GES Acquisition agreed to acquire substantially all of the operating assets of GES as it relates to its business of providing technology-enabled absentee paper ballot, mail ballot, and online election services within the United States (the “Business”). The assets being sold include all tangible and intangible property used in the Business, contracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records, and business goodwill. GES Acquisition will also assume certain specified liabilities. The 2025 Easterly APA excludes specific assets and liabilities, including but not limited to GES’s cash and equivalents, tax returns and refunds, retained benefit plans and employment agreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the 2025 Easterly APA.

Consideration. The total consideration payable to the Company and its shareholders in connection with the transaction include:

Employment. Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition, and enter into a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition and the Board of Directors of GES Acquisition will be limited to no more than two other persons. GES Acquisition may offer employment to selected GES employees at its discretion; those employees will become “Hired Employees” and transition plans are outlined for benefit coverage and COBRA compliance.

Closing Conditions. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals by GES and the Company; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no material adverse effect on either party from the Effective Date of the 2025 Easterly APA through Closing. Closing is also conditioned upon the finalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the Series A Stock, debt settlement agreements, employment agreements, and the credit facility agreement.

Termination. The 2025 Easterly APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period; if required stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. See “—Amendment No. 1 to 2025 Easterly APA” below.

Indemnification. The 2025 Easterly APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition and Easterly against liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition and Easterly also agreed to indemnify GES and the Company against liabilities arising from assumed obligations and breaches. Indemnification claims must exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.

Amendment No. 1 to 2025 Easterly APA

On August 29, 2025, GAHI, GES Acquisition, GES, Global Election Services Holding LLC, and Easterly CV VI LLC entered into that certain Amendment No. 1 to the 2025 Easterly APA (the “Amendment”) to amend Section 9.01(b) to change the “Outside Closing Date” from August 31, 2025 to October 15, 2025. All other terms of the 2025 Easterly APA remained in full force and effect.

Termination of 2025 Easterly APA

On February 25, 2026, the parties to the 2025 Easterly APA entered into a Termination of Asset Purchase Agreement (the “2025 Easterly APA Termination”), pursuant to which the parties thereto agreed to terminate, as of February 25, 2026, the 2025 Easterly APA, subject to the terms set forth in the 2025 Easterly APA Termination.

2026 Easterly APA

On February 26, 2026, following termination of the 2025 Easterly APA, the Company entered into that certain Asset Purchase Agreement (the “2026 Easterly APA”) with GES (together with the Company, the “Sellers”), GES Acquisition and Easterly.

Asset Sale. Pursuant to the terms of the 2026 Easterly APA, the Sellers agreed to sell to GES Acquisition all of their right, title and interest in and to Sellers’ business of providing technology-enabled paper absentee, mail ballot and online election services in the U.S. (the “Business”) and the assets, properties and rights of the Sellers, other than the Excluded Assets (as defined in the 2026 Easterly APA) (the “Assets”). The Assets include identified tangible and intangible property used in the Business, contracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records, and goodwill of the Business; and exclude specified assets, including, but not limited to, cash and cash equivalents, tax returns and refunds, retained benefit plans and employment agreements.

Consideration. Pursuant to the terms of the 2026 Easterly APA, the consideration payable by GES Acquisition to the Sellers for the Assets will be as follows:

(i) The assumption by GES Acquisition to the Sellers of the Assumed Liabilities (as defined in the 2026 Easterly APA);

(ii) The payment of the sum of $2,400,000 to GES, to be paid in cash at the closing; and

(iii) The issuance to the Company of 2,571,428 shares of common stock of GES Acquisition.

Designation of GES Series A Stock. Prior to the closing, GES Acquisition agreed to designate 6,000,000 shares of its preferred stock as Series A convertible preferred stock (the “GES Series A Stock”).

Easterly Transactions. Easterly previously funded to the Sellers the following amounts, totaling $1,920,000 (collectively, the “Previously Funded Amounts”), which, as of February 25, 2026, were due and repayable to Easterly:

GES Acquisition agreed to issue and sell to Easterly, at the closing, 6,000,000 shares of GES Series A Stock at a negotiated value for sale of $0.9375 per share, for a total consideration payable of $5,625,000 (the “Total Subscription Consideration”) as follows:

Employment Agreements; GES Acquisition Officers and Directors. GES Acquisition agreed to enter into, at the closing, (i) an employment agreement with John S. Matthews pursuant to which Mr. Matthews will serve as Chief Executive Officer of GES Acquisition, and (ii) an employment agreement with Kathryn Weisbeck pursuant to which she will serve as an executive officer of GES Acquisition. Mr. Matthews is the Company’s Chief Executive Officer, Chief Financial Officer and Chairman of the Board, and is a significant stockholder of the Company. Ms. Weisbeck is an executive officer and significant stockholder of the Company. GES Acquisition also agreed to name Darrell Crate as a director of GES Acquisition at the closing, and agreed that, at the closing, GES Acquisition’s board of directors would be comprised of Mr. Matthews and no more than two other persons.

Redemption. Immediately following the closing, GES Acquisition will redeem the one share of GES Acquisition common stock held by Mr. Matthews at a redemption price of $1.00.

Closing Conditions. The transaction is subject to standard closing conditions, including but not limited to, receipt of approval by the Company’s stockholders; receipt of required governmental consents; no injunctions or governmental restriction on the transaction; and no third party actions to enjoin or otherwise restrict consummation of the closing. Closing is also conditioned upon the finalization and execution of all transaction documents.

Termination. The 2026 Easterly APA may be terminated, subject to the terms of the 2026 Easterly APA, by mutual written consent; if the transaction does not close by April 30, 2026; if there are injunctions or governmental restrictions on the transactions contemplated by the 2026 Easterly APA; upon material breach by any party that is not cured within the specified period; upon a material adverse effect, not cured within the specified period, on the condition (financial or otherwise), business, assets, properties or results of operations of one of the parties or the ability of one of the parties to consummate the transactions; or if required Company stockholder approval is not obtained by April 30, 2026.

Indemnification. The 2026 Easterly APA includes mutual indemnification obligations whereby the Sellers agreed to indemnify GES Acquisition, Easterly and their respective affiliates against liabilities arising from the Excluded Assets or excluded liabilities, the Sellers’ indebtedness as it relates to the Business, the Sellers’ transaction expenses, to the extent not paid on or prior to the closing date or comprising an assumed liability; and breaches of representations, warranties, or covenants. GES Acquisition and Easterly also agreed to indemnify the Sellers and their respective affiliates against liabilities arising from GES Acquisition’s ownership and operation of the Assets following the closing; GES Acquisition’s failure to perform, discharge or satisfy the assumed liabilities; and breaches of representations, warranties, or covenants. Indemnification claims must exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.

September 2025 Promissory Note

On September 5, 2025, the Company issued a non-interest-bearing promissory note in favor of a non-affiliate investor in the principal amount of $50,750. Pursuant to the terms of the promissory note, the Company agreed to make 28 weekly payments in the amount of $1,813 to the investor. There is no pre-payment penalty. As of August 11, 2026, the outstanding principal balance of the promissory note was paid in full.

Series A Preferred Stock A&R Certificate of Designations

On February 27, 2026, the Company filed an Amended and Restated Certificate of Designations of Preferences and Rights (the “A&R Certificate of Designations”) of the Series A convertible preferred stock (the “Series A Preferred Stock”) with the Secretary of State of the State of Delaware. The material terms of the Series A Preferred Stock are set forth below.

Number; Stated Value. The number of authorized shares of Series A Preferred Stock is 400,000 shares. Each share of Series A Preferred Stock has a stated value of $20.00, subject to adjustment as set forth in the A&R Certificate of Designations (such amount as applicable from time to time, the “Stated Value”). The Stated Value of each issued and outstanding share of Series A Preferred Stock will increase each year on the annual anniversary of the issuance date of the applicable share of Series A Preferred Stock by $1.60.

Conversion. The Series A Preferred Stock is convertible into restricted shares of common stock at the option of the holder at any time following the 12-month anniversary of the issuance of the applicable shares of Series A Preferred Stock, if such shares have been issued and outstanding for at least such 12-month period. Each share of Series A Preferred Stock is convertible into a number of shares of common stock equal to (i) the Stated Value as of the conversion date, divided by (ii) the greater of (A) 90% of the Market Price (as defined in the A&R Certificate of Designations); and (B) $0.01.

Voting Rights. Shares of Series A Preferred Stock have no voting rights except as required by law or as stated in the A&R Certificate of Designations.

Beneficial Ownership Limitation. No holder of Series A Preferred Stock may complete a conversion if such conversion would result in beneficial ownership of more than 4.99% of the Company’s outstanding common stock.

Amendment. The Company may not amend or repeal the A&R Certificate of Designations without the prior written consent or approval of holders of Series A Preferred Stock holding a majority of the Series A Preferred Stock then issued and outstanding, voting separately as a single class, and with each share of Series A Preferred Stock having one vote on any such matter.

No Optional Redemption. The Company may not redeem any of the outstanding shares of Series A Preferred Stock without the written agreement of the applicable Series A Holder holding such applicable shares of Series A Preferred Stock.

No Participation. The Series A Preferred Stock is not entitled to receive any dividends or distributions paid on the Company’s common stock or any other class of preferred stock, and the Series A Preferred Stock will not participate in any dividends, distributions or payments to the common stockholders or holders of any other class of preferred stock, whether in liquidation, by dividend or otherwise.

No Transfer. The Series A Preferred Stock may not be sold, gifted, assigned or otherwise transferred, and no right, title or interest in the Series A Preferred Stock may be created, sold, gifted, assigned or otherwise transferred, without the prior written approval of the Board in its sole discretion, and any such action without such prior written consent will be automatically null and void and of no force or effect.

March 2026 Loan Agreement

On March 3, 2026, GES entered into a loan agreement with a non-affiliate investor in the amount of $70,000. Pursuant to the terms of the loan agreement, GES agreed to repay the loan in weekly payments of $2,500. As of August 11, 2026, the remaining balance under the loan agreement was $17,500.

Promissory Notes

The Company has received the following advances to fund working capital and transaction expenses in the form of notes.

On September 5, 2025, the Company issued a non-interest-bearing promissory note in favor of a non-affiliate investor in the principal amount of $50,750. Pursuant to the terms of the promissory note, the Company agreed to make 28 weekly payments in the amount of $1,813 to the investor. There is no pre-payment penalty. As of August 11, 2026, the outstanding principal balance of the promissory note was $45,313.

On September 5, 2025, the Company entered into a loan agreement with a non-affiliate in the amount of $50,750 at 6%. The Company agreed to repay the loan in 21 weekly fixed payments of $2,414.

On March 25, 2026, the Company issued a convertible promissory note in the principal amount of $22,000 to a non-affiliated investor. The note bears interest at the rate of 10% per annum and matures on October 15, 2026.

On March 31, 2026, the Company issued a convertible promissory note in the principal amount of $16,800 to a non-affiliated investor. The note bears interest at the rate of 10% per annum and matures on October 15, 2026.

Certificate of Correction to Certificate of Amendment to Certificate of Incorporation

On December 18, 2018, the Company filed a Certificate of Amendment (the “2018 Amendment”) to the Company’s Certificate of Incorporation that purported to effectuate a 1-for-4 reverse split of the Company’s common stock. In order to be effective, the proposed reverse stock split required clearance from the Financial Industry Regulatory Authority (“FINRA”). Because FINRA had not cleared the proposed reverse stock split prior to the Company’s filing of the 2018 Amendment, the 2018 Amendment was inaccurate and the filing thereof was made in error. On September 25, 2025, the Company filed a Certificate of Correction to the 2018 Amendment that had the effect to nullifying the 2018 Amendment. Accordingly, the 2018 Amendment is of no force or effect.

Easterly Advances

On March 19, 2026, GES received a cash advance from Easterly in the amount of $25,000.

On March 26, 2026, GES received a cash advance from Easterly in the amount of $111,000.

On March 27, 2026, GES received a cash advance from Easterly in the amount of $50,000.

On April 8, 2026, GES received a cash advance from Easterly in the amount of $60,000.

On April 14, 2026, GES received a cash advance from Easterly in the amount of $50,000.

On April 29, 2026, GES received a cash advance from Easterly in the amount of $50,000.

On May 15, 2026, GES received a cash advance from Easterly in the amount of $100,000.

On June 17, 2026, GES received a cash advance from Easterly in the amount of $350,000.

On June 29, 2026, GES received a cash advance from Easterly in the amount of $350,000.