NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated events through August 14, 2026, the filing date of this Form 10-Q, and determined that there have been no subsequent events that occurred that would require adjustments to our disclosures in these unaudited condensed interim financial statements, except as discussed below.

On July 13, 2026, the Company entered into a Subscription Agreement with an accredited investor pursuant to which the Company sold the investor 25,000 shares of common stock for $125,000 ($5.00 per share). The Subscription Agreement included customary representations and warranties of the Investor and the Company.

On July 13, 2026, in connection with the Subscription Agreement entered into in July 2026, the Company entered into a Registration Rights Agreement in favor of the investor (who executed a counterpart thereof in connection with his investment).

Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement to register the resale of the shares sold to such investor on or before the first business day following the date which falls 45 days after the last sale of securities in the offering in connection with the Registration Rights Agreement, and to use commercially reasonable efforts to cause such registration statement to be declared effective as promptly as possible thereafter. Once effective, the Company agreed to keep the registration statement effective until the earlier of (a) the date that all shares covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and (b) three years after the date of the Registration Rights Agreement.

If the Company fails to file the registration statement by the required dates as disclosed above, then the Company is required to promptly issue to each investor, as liquidated damages and not as a penalty, additional shares of common stock equal to five percent (5%) of the shares then held by such Investor subject to such failure to file. If such failure to file continues for a period of thirty (30) days following the initial occurrence thereof, the Company is required to promptly issue to each such investor additional shares of common stock equal to an additional five percent (5%) of the shares then held by such investor which remain subject to such failure for each additional thirty (30) day period during which such event continues; provided, however, that the aggregate number of additional shares of common stock required to be issued to any investor will not exceed fifteen percent (15%) of the shares originally subject to such failure with respect to such investor.

The Registration Rights Agreement includes customary representations, indemnification obligations of each party, and other provisions.

On July 23, 2026, the Company granted two consultants warrants to purchase an aggregate of 200,000 shares of common stock (100,000 shares each) at $5.00 per share, with cashless exercise rights, in consideration for services rendered. One warrant is exercisable in full and expires on July 23, 2029; the other expires on July 23, 2031 and is exercisable for up to one-half of the underlying shares prior to July 23, 2027 and in full thereafter.

On July 28, 2026, the Company entered into a Convertible Promissory Note (the “Investments AKA Convertible Note”), in the original principal amount of $1,000,000 with Investments AKA, which is controlled by Andre Agassi, a greater than 10% shareholder of the Company, and whose Chief Financial Officer is Shawn Cable, our Chief Financial Officer.

The Investments AKA Convertible Note accrues interest at a fixed rate per annum equal to 3.96%, which the Company determined represents not less than the applicable federal rate published by the U.S. Internal Revenue Service under Section 1274(d) of the Internal Revenue Code of 1986, as amended, compounded semi-annually, given the term of the Investments AKA Convertible Note and the related-party status of the holder. Following an event of default, the Investments AKA Convertible Note accrues interest at a default rate of 10% per annum.

Unless earlier converted, the outstanding principal balance of the Investments AKA Convertible Note, together with all accrued and unpaid interest, is due and payable in full on July 27, 2027. The Investments AKA Convertible Note will automatically convert, without any action required by holder, into the equity or equity-linked securities or units (the “New Securities”) issued by the Company to arm’s-length, new-money investors (“New Money Investors”) in the next sale (or related series of sales) by the Company of New Securities that results in gross proceeds to the Company of not less than $3,000,000 (the “Next Equity Financing”). The conversion price will equal the price per share, unit, or other applicable denomination of New Securities actually paid in cash by the New Money Investors in the Next Equity Financing. If no Next Equity Financing occurs prior to the Maturity Date, the Investments AKA Convertible Note will not automatically convert, and the outstanding principal and accrued interest will instead be due and payable in full on the Maturity Date.

On July 28, 2026, the Company issued an investor relations firm 20,000 shares of restricted common stock for strategic advisory and investor relations services to be rendered over three months.

On July 24, 2026, the Company issued warrants to purchase 4,500 shares of common stock at an exercise price of $5.00 per share to Nathan Low, the principal of INTE Securities LLC, a FINRA-registered broker-dealer, in connection with $150,000 invested by investors introduced to the Company by INTE, for which INTE also received a cash fee of $10,500. The grant-date fair value of the warrants and the cash fee will be accounted for as direct and incremental costs of the related offering and charged to additional paid-in capital in accordance with SEC Staff Accounting Bulletin Topic 5A in the third quarter of 2026.

On August 4, 2026, the Company announced the launch of its global “Let’s Play” pickleball and padel facilities initiative, through which the Company intends to pursue the acquisition, development and operation of pickleball and padel facilities. As of the date of this Report, the initiative is in the beginning stages of development, and the Company expects that pursuing the initiative will require substantial additional capital. No amounts relating to the initiative are recognized in the accompanying unaudited condensed financial statements.

On August 6, 2026, the Company entered into a Commercial Agreement with United States Tennis Association Incorporated, for itself and on behalf of USTA Coaching, Inc. (collectively, “USTA”, and the Commercial Agreement, the “USTA Agreement”). Pursuant to the USTA Agreement, USTA agreed to provide the Company the use of certain proprietary training content, coaching materials, training methodologies, curricula, coaching philosophies (including the USTA American Development Model for Tennis (ADM)), educational resources, and related materials developed by or on behalf of USTA or licensed thereto (collectively, the “USTA Content”), for use in the Company’s planned App, solely in order to train and fine-tune the App’s AI model solely to (i) direct users of the App in accordance with USTA’s coaching philosophy, including the ADM, and (ii) surface available resources offered by USTA programs, learning management system, and the USTA certification pathway (collectively, the “Permitted Purpose”).

In consideration for agreeing to enter into the USTA Agreement and agree to the terms thereof, the Company agreed to make Darren Cahill available to speak at USTA’s Coaches Open event to be conducted on or about August 27, 2026, and for Andre Agassi to speak at another USTA Coaching event prior to August 31, 2027; agreed to provide USTA a fixed number of complementary subscriptions to the App, and to provide an agreed upon discount on yearly subscriptions to the App from USTA members and USTA coaches during the term of the agreement; and to share a fixed percentage of net revenues that the Company generates through the App from USTA members and USTA coaches, net of platform and application fees, and adjusted for chargebacks and refunds.

The USTA Agreement has a term of three years, and can be terminated prior to that by either party for cause, provided the non-breaching party provides the other 60 days after written notice of any such event relating to a for cause termination and the non-breaching party does not cure such breach within such 60 day period, and can also be terminated immediately by USTA in the event of (i) the Company’s unauthorized use of the USTA Content, (ii) the occurrence of a material security incident caused by the Company’s failure to comply with its obligations under the agreement; (iii) the Company’s breach of the agreement’s prohibitions on reverse engineering and secondary use of the USTA Content, or (iv) the Company’s agreement to use commercially reasonable efforts to make the App available to users. Additionally, either party may terminate the agreement upon the other party’s insolvency or entry into bankruptcy.