NOTE 9 – COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that we believe could have a material adverse effect on its financial condition or results of operations except as noted.

On February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendants’ shares of Company common stock and for them to be returned to the Company. The Company and Mr. Kimbrough settled the claims in dispute during the year ended September 30, 2025, which required Mr. Kimbrough to return a portion of his shares of common stock to the Company. The Company and Mr. Kimbrough are currently working on executing upon the settlement terms before dismissal. On October 22, 2025, 331,250 shares of common stock held by Mr. Kimbrough were cancelled pursuant to the terms of a legal settlement reached with Mr. Kimbrough (see Note 7). 

On April 12, 2024, the Company filed suit against Richard Saied, in the 192nd Judicial District Court for Dallas County, Texas (case no. DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendant’s shares of Company common stock and for them to be returned to the Company. 

On October 13, 2024, the Company’s former Chief Business Officer and Interim Chief Financial Officer sent the Company a letter demanding payment for amounts she claimed she was owed under her prior employment agreement with the Company. The Company disputes the allegations in the letter and intends to defend itself as necessary. 

Employment Agreements

Former Executive and Officer

The Company’s former Interim Chief Executive Officer, who subsequently served as the Company’s Chief Business Officer and Interim Chief Financial Officer, was party to an employment agreement dated January 17, 2024 that was terminated in May 2024. Refer to Note 8 for amounts owed and outstanding under that agreement.

Directors and Advisors

On January 17, 2024, the Company executed an advisor agreement with Dr. Jesse Jaynes, a director of the Company (the “Jaynes Advisor Agreement”). Dr. Jaynes will be compensated as follows: (i) Dr. Jaynes will be paid a $50,000 signing bonus which has been accrued at June 30, 2026 and September 30, 2025 (see Note 8); (ii) Dr. Jaynes was to be paid $5,000 per month (increased to $9,167 effective January 1, 2025); (iii) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. At June 30, 2026, the milestones have not yet been met; therefore, the milestone-based compensation in the form of cash and shares of common stock has not been paid or issued.

On January 17, 2024, the Company executed an advisor agreement with Dr. Clayton Yates, a director of the Company (the “Yates Advisor Agreement”). Dr. Yates will be compensated as follows: (i) Dr. Yates will be paid a $50,000 signing bonus which has been accrued at June 30, 2026 and September 30, 2025 (see Note 8); (ii) Dr. Yates was paid $5,000 per month (increased to $8,333 effective January 1, 2025); (iii) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the EPA, USDA, and/or FDA, for the commercialization of the topical spray; (v) Dr. Yates will be paid $100,000 and issued 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. At June 30, 2026, the milestones have not yet been met; therefore, the milestone-based compensation in the form of cash and shares of common stock has not been paid or issued.

Chief Executive Officer

On January 17, 2024, the Company appointed its current Chief Executive Officer (“CEO”) and executed an Employment Agreement with the CEO (the “Original Agreement”). Effective January 1, 2025, an amendment to the CEO’s Original Agreement was executed and amended the following provisions: (i) annual salary was increased from $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established and milestone-based bonuses from the Original Agreement were removed, and (iii) the CEO is entitled to receive 500,000 shares of common stock every six months (issued as 250,000 per calendar quarter) for so long as he remains with the Company and the common stock grants from the Original Agreement were removed in their entirety. On December 20, 2024, the Board approved the issuance of 5,000,000 shares to the CEO under the original terms of his Employment Agreement for services rendered (see Note 7). As was contemplated by the Board at the time of the approval of such share issuance, the shares of our common stock were actually issued to Mr. Pawlak in May 2025 through the Company’s stock transfer agent.

Chief Financial Officer

On May 18, 2026, the Company entered into an Acting Chief Financial Officer Services Agreement with a consulting firm through which the Company’s Acting Chief Financial Officer provides services to the Company. On May 21, 2026 (the “Restatement Date”), that agreement was amended and restated in its entirety (as amended and restated, the “CFO Services Agreement”). The CFO Services Agreement has an initial term of twelve months from the Restatement Date, subject to extension upon the mutual written agreement of the parties, and may be terminated by either party without cause upon 30 days’ prior written notice or immediately upon an uncured material breach.

The CFO Services Agreement as amended provides for (i) current cash compensation of $6,250 per month, increasing to $14,000 per month commencing January 1, 2027, and (ii) deferred cash compensation of $7,750 per month, which becomes due and payable in a lump sum no later than December 31, 2026. If the Board determines in good faith that payment on that date would jeopardize the Company’s ability to continue as a going concern, payment may be deferred until the Board determines that it would no longer do so, but in no event beyond May 21, 2028. Any amount not paid when due accrues interest at 6% per annum, compounding monthly.

Pursuant to the CFO Services Agreement, the Board is to approve an equity compensation plan (the “Plan”) and, promptly following such approval, grant options to purchase 575,000 shares of common stock thereunder, consisting of 425,000 shares that vest in equal monthly installments over the twelve months following May 18, 2026 and 150,000 shares that vest in full upon the listing of the Company’s common stock on a U.S. national securities exchange. The options will have a ten-year term and an exercise price equal to the fair market value of a share of the Company’s common stock on the date of Board approval of the Plan. The Plan is subject to approval by the Company’s shareholders, and if such approval is not obtained by the date of the next shareholder meeting, the options will be forfeited in their entirety for no consideration.

At June 30, 2026, the Plan had not been approved and no options had been granted. Accordingly, no grant date has been established under ASC 718, no compensation cost has been recognized in respect of the options for the three and nine months ended June 30, 2026, and the options have been excluded from the computation of potentially dilutive securities. 

Refer to Note 8 for disclosure of outstanding amounts due under these agreements at June 30, 2026.

Board Approved Tax Reimbursement Policy

See Note 8 for obligations accrued by the Company on behalf of its CEO and directors pursuant to a tax reimbursement policy adopted by the Board of Directors in April 2026.

Payroll, Consulting and Other Tax Filings

Payroll tax filings for compensation and other amounts provided to employees in forms other than payroll require amendment, and information returns for amounts paid to consultants remain unfiled. The Company has also not filed federal income tax returns for fiscal 2022 and subsequent years, state income and franchise tax returns of a former subsidiary in Delaware for 2021 and a short period in 2022, or certain state and local business filings in Nevada. Management has commenced preparation of the amended and unfiled returns and is determining the full scope of the Company’s remaining filing obligations.

Taxes, penalties and interest arising from the payroll and information reporting matters described above are included in accrued liabilities at June 30, 2026 and are described in Note 8. The Company has incurred cumulative operating losses and has not generated revenue; accordingly, management does not expect the income tax returns, when filed, to result in a material income tax liability, or penalties, interest or fees assessed in connection with those filings to be material to the Company’s financial position or results of operations.