NOTE 3 – RELATED PARTY TRANSACTIONS

Promissory Notes – Related Party

During the year ended December 31, 2025, the Company entered into a promissory note with Urbantec, a related party, of $3,000,000, is non-interest bearing, and is recorded as project related costs – related party in the Consolidated Statements of Operations during the year ended December 31, 2025. The promissory note is due upon closing of the land purchase as described in Note 1.

On July 22, 2025, the Company entered into a promissory note with a director, a related party, of the Company for a principal amount of $12,500 ($10,000 cash was received) due September 30, 2025 which was issued at a $2,500 original issue discount from the face value of the promissory note. The Company recorded the original issue discount of $2,500 to interest expense – original issue discount in the Statements of Operations during the year ended December 31, 2025. The note was repaid as of October 2, 2025.

In June 2025, the Company entered into a promissory note with a director, a related party, of the Company for a principal amount of $31,000 ($25,000 cash was received) due July 31, 2025 which was issued at a $6,000 original issue discount from the face value of the promissory note. In June and July 2025, the Company repaid the balance due on the promissory note of $31,000.

Asset Purchase Agreement

On October 1, 2024, the Company acquired all of the intellectual property of Bear Village, Inc. (“Bear Village”) in exchange for 201,057,278 from Thunder Energies Corporation (“TEC”), an entity controlled by the Purchasers discussed in Note 1. Since the Company shares common ownership with TEC, the Company treated this transaction in accordance with ASC 805-50-30-5 and has recognized the purchased intellectual property at the carrying value recognized by TEC of $0, resulting in the Company recognizing $20,106 as a reduction of additional paid-in capital for the par value of the common stock issued to the Purchasers in the transaction. On March 6, 2025, the Company cancelled 2,000,000 shares of the Company’s common stock in conjunction with the Asset Purchase Agreement. Bear Village is 100% owned by the Company. On August 20, 2025, the Company paid $32,285 for architect’s renderings on behalf of Bear Village.

Due to Related Party

During the years ended December 31, 2025 and 2024, the Company received working capital advances of $3,000 and $0 and made repayments of $151,344 and $0, respectively, from an entity controlled by the Purchasers disclosed in Note 1. These advances have no specific repayment terms and do not bear interest. The Company has a balance due from related party of $107,126 and a balance owed to related party of $41,218 as of December 31, 2025 and 2024, respectively. On December 13, 2025, the Company entered into a Management Services Agreement (“Agreement”) with Mr. Haynes, the Company’s CEO. The Agreement allows for Mr. Haynes to receive a monthly compensation of $25,000 and retroactive compensation of $250,000. This Agreement shall continue in effect until terminated by any party upon thirty (30) days’ written notice. The Company made no payments to Mr. Haynes during the year ended December 31, 2025. The cumulative amount accrued and unpaid at December 31, 2025 related to Mr. Haynes was $250,000 has been presented as due to related party on the accompanying balance sheets. The Company has a balance due to related party of $250,000 and $0 as of December 31, 2025 and 2024, respectively. These advances total to a balance due to related party of $250,000 and $41,218 as of December 31, 2025 and 2024, respectively and have been presented as advance from related party on the accompanying balance sheets.

Convertible Notes Payable – Related Party

James Owens

On June 3, 2022 (the “Issue Date”), the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable (the “Note”) in the amount of $1,101,000 in exchange for 1) elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) amended his employment agreement to set his salary at $1 per year beginning in June of 2022. The Note bears interest at the rate of eight percent (8%) per annum. The Note accrues interest from the Issue Date and is payable twenty-four months from the Issue Date. Mr. Owens may convert the Note and accrued interest at any time beginning three days after the Issue date at a rate of $0.01 per share for the Company’s common stock. Mr. Owens subsequently transferred the note to the Trust, which he controls. On June 3, 2024, the Trust agreed to extend the maturity date to September 1, 2024, at which time, the Note became due on demand if not repaid. As of the date of this filing, the Note has not been repaid.

On May 15, 2023, the Trust partially converted $101,000 of the Note’s principal and $82,710 of accrued interest into 18,371,000 shares of the Company’s common stock at the conversion rate of $0.01 per share, in accordance with the Note’s convertible provision. There was no gain or loss related to the partial conversion.

As of December 31, 2025 and 2024, $1,000,000 of the Note’s principal remains outstanding and accrued interest of $135,358 and $55,358, respectively. At December 31, 2025, the Note and accrued interest are due on demand.

On March 20, 2024, Mr. Owens transferred the Note to Cold Valley Storage, an unrelated third party. The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to convert or restructure the terms of the note.

During the years ended December 31, 2025 and 2024, interest expense on the Note was $80,000 and $80,000, respectively.

Eric Collins (the Company’s Chairman)

During the year ended December 31, 2025, the Company authorized convertible promissory notes to Eric Collins, the Company’s Chairman, bearing no interest and are due and payable in December 2026 for aggregate gross proceeds of $14,500. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of $0.03 per share into the Company’s common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. During year ended December 31, 2025, no Notes were converted into the Company’s common shares. The Company has a balance owed of $14,500 and $0 at December 31, 2025 and 2024, respectively.

Liabilities Settled with Shares of Common Stock

On June 3, 2024, the Board of Directors approved and Mr. Owens, as Trustee of the Trust, agreed to settle $427,863 of outstanding liabilities due to the Trust for working capital advances, consulting services and accrued interest on the Note with 42,786,278 shares of common stock. The fair value of the stock was $4,449,773 on the settlement date based on the stock’s market price. Therefore, the settlement of liabilities for common stock of $4,021,910 was recognized in additional paid in capital in the accompanying Consolidated Balance Sheet as of December 31, 2024.

Liabilities Assumed by Related Party

On June 21, 2024, the Company entered into a material definitive agreement with Webnet Technologies Incorporated (“Webnet”), a Wyoming corporation owned and controlled by James Owens, for the acquisition of licenses for the use, development and commercialization of Gigabyte Slayer and WARP-G software. The licenses have no net book value. As consideration for the licenses, Webnet assumed liabilities of the Company, specifically related to accrued salaries and related expenses of $3,317,472 and agreed to make a cash payment of $22,869 which was applied against Webstar’s accounts payable at the time of the same amount. Due to the related party nature of the transaction, the assumption of the liabilities has been recorded as an increase to additional paid in capital of $3,340,341.