Item 1. Legal Proceedings
Item
1. Legal Proceedings.
In
June of 2025, a lawsuit was filed in Nevada against the Company by a former consultant for breach of contract, securities fraud and related
claims stemming from a 2022 consulting agreement and stock agreements entered into with two companies owned by the consultant. In December
2025, the court entered a default judgment in the matter. In February 2026, the Company filed a motion to set aside the default judgment.
In March 2026, the Company participated in a mediation with the plaintiff and entered into a long-form settlement agreement. Pursuant
to the agreement, the Company has agreed to transfer 12,500,000 shares of common stock to the plaintiff and the agreement further provides
for mutual release of all claims against the Company. The Company filed a Form 8-K on March 23, 2026 regarding this legal matter. These
shares were issued during the six months ended June 30, 2026 at a value of $312,500. At the end of June 30, 2026, there is no further
obligation.
Item
1A. Risk Factors.
Not
required for smaller reporting companies.
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