DEFERRED SHARE ISSUANCE COST

3 Months Ended

Mar. 31, 2026

DEFERRED SHARE ISSUANCE COST

DEFERRED SHARE ISSUANCE COST

NOTE 4 – DEFERRED SHARE ISSUANCE COST

On January 25, 2025, the Company entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company, pursuant to which the Investor agreed to invest up to $5,000,000 over a 24-month period. During the term, the Company shall be entitled to put to Williamsburg, and Williamsburg shall be obligated to purchase, such number of shares of the Company’s common stock and at such price as are determined in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 90% the lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., or other reputable source).

On March 6, 2025, the Company amended the Equity Purchase Agreement with Williamsburg Venture Holdings, LLC to increase the maximum commitment amount from $5 million to $10 million. The Company shall issue up to 270,000 commitment shares to Williamsburg. These shares will be earned and issued in tranches according to the following milestones:

· 50% of the commitment shares (135,000 shares) issued on the execution date

· 50% of the commitment shares (135,000 shares) will be issued once the investor reaches 50% of the maximum commitment amount.

During the year ended December 31, 2025, upon the execution of the Equity Purchase Agreement, the Company issued 135,000 shares of common stock valued at $249,750 as commitment shares to the investor. During the year ended December 31, 2025, the Company also made a $5,000 payment to the investor as documentation fee for the preparation of the Equity Purchase Agreement and Registration Rights Agreement.

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 As of March 31, 2026 and December 31, 2025, the deferred share issuance cost aggregated to $254,750. These costs are deferred and will be deducted from the proceeds from future stock issuance to the investor under the Equity Purchase Agreement.

As of March 31, 2026 and December 31, 2025, no investment funds had been received from Williamsburg Venture Holdings, LLC under the Equity Purchase Agreement. The commitment shares issued represent consideration for entering into the agreement and related services, and the deferred share issuance costs will be offset against proceeds from future stock issuances, if any, under the Equity Purchase Agreement.