Note 14 – Subsequent Events

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following:

On April 10, 2026, the Company entered into a note payable in the amount of $200,000 with a related party. The note bears interest at 11.24% per annum and matures on April 10, 2056, with monthly payments of $2,057 due monthly. Upon closing, the parties agreed to a loan fee of $12,000 and was deemed advanced by the lender and added to the principal balance.

On April 16, 2026, Michael Pope notified the Company of his decision to resign as a member of the Board of Directors of the Company. Mr. Pope’s decision to resign was to pursue other opportunities and did not result from any disagreement with the Company regarding any matter relating to our operations, policies, or practices.

On June 23, 2026, the Company received $40,000 in cash from its CFO. The note is considered on demand and non-interest bearing.

On July 1, 2026, the Company received Notices of Default on its two Demand Line of Credit Notes dated December 5, 2011, with US Bank. The principal and interest became due and payable on June 30, 2026, and as of July 1, 2026, the interest rate will accrue at the default rate of 5% per annum, plus the interest rate otherwise payable.

On July 16, 2026, the Company issued a promissory note payable to a third party in the principal amount of $50,000. The note bears interest at an annual rate of approximately 24%, with interest accruing monthly at a rate of 2.0%. All principal and accrued interest are due in a lump-sum payment of $75,000 at maturity on July 1, 2028. The note contains multiple settlement and conversion options available to the lender at maturity, in lieu of a cash settlement.

Conversion terms

On August 4, 2026, the Company received $5,000 in cash from its CFO. The note is considered on demand and non-interest bearing.

On August 12, 2026, the Company entered into a note payable in the amount of $253,500 to consolidate two prior outstanding notes with the lender. At closing, $183,442 was applied to the balances of the existing notes and the Company received $70,058 in net proceeds. The note bears non-annualized interest of $63,375 (approximately 29.86% annually) and 80 payments of $3,961 are to be paid weekly until paid in full.

On August 31, 2026, the Company entered into a Multi-party Netting and Offset Agreement whereby certain related party transactions resulting from various agreements, transactions, loans, accounts payable, accounts receivable, and other obligations have been settled. The following reflects the amounts settled/netted between parties.

Related Party Loans¹  

Shareholder Loans  

On September 16, 2026, the Company issued a promissory note payable to a third party in the principal amount of $30,000. The note bears interest at an annual rate of approximately 24%, with payments of $3,600 semi-annually ($3,600 every six months) to accrue until paid as a lump sum of $37,200 at maturity on September 16, 2027.

The note contains multiple settlement and conversion options available to the lender at maturity, in lieu of a cash settlement:

On September 30, 2026, the Company and a note holder agreed to amend the $150,000 promissory note executed on September 30, 2024, modifying the payment terms of the Agreement. Beginning October 15, 2026, the Company will make eighteen payments of $2,000 monthly and beginning on April 15, 2028, the Company will make $6,000 monthly payments until all principal and interest are paid in full. The Maturity date has been extended to September 30, 2030.

Effective October 1, 2026, the Company and its shareholders have agreed to amend the rights of the holders of Series A Preferred Stock so that the percentage of common stock to which such holders are entitled shall be reduced from twelve percent (12%) to nine percent (9%) so that each holder of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly, equal to either (a) six percent (6%) of such holder’s Stated Value, payable in cash, or (b) nine percent (9%) of such holder’s Stated Value, payable in shares of common stock.