NOTE 18 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2025, up to March 24, 2026, the date the December 31, 2025 financial statements were available to be issued.

Issuance of Convertible Note

On January 7, 2026, the Company issued a $150,000 convertible promissory note to Vista Capital Investment, LLC bearing interest at 12% per annum and maturing on January 7, 2027. The note is convertible into shares of the Company’s common stock, beginning six months after the issuance date. The conversion price is variable and is set at a significant discount to the market price, equal to 60% of the Company’s lowest trading price during the 15 trading days preceding the conversion date. The variable conversion feature, which results in a variable number of shares upon settlement, represents an embedded derivative that is not clearly and closely related to the host debt instrument. In accordance with ASC 815, Derivatives and Hedging, this embedded derivative was required to be bifurcated and accounted for separately at fair value.

The total gross proceeds from the note were $110,000. However, the Company received net cash proceeds of $95,000, after deductions of $5,000 of the placement agent commission, and $10,000 of original issue discount.

No other material events or transactions have occurred during this subsequent event reporting period that required recognition or disclosure in the financial statements.