Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth in Item 8.01 of this Current Report on Form 8-K is incorporated into this item by reference.

Item 8.01 Other Matters.

Designation of Series B Convertible Preferred Stock

On October 22, 2025, we filed Articles of Amendment to our Articles of Incorporation with the Secretary of State of Florida, creating a new class of 1,000 shares of preferred stock, $0.001 per share, designated as Series B Convertible Preferred Stock (the "Series B Preferred Shares"). A copy of the Articles of Amendment is included as Exhibit 3.1 to this Report.

The Series B Preferred Shares are being issued to Aitan Zacharin, our Chief Executive Officer and sole director in consideration of his waiving $20,000 in accrued but unpaid compensation due him from the Company. As more fully set forth below, the issuance of the Series B Preferred Shares will afford Mr. Zacharin voting control of the Company.

The Series B Preferred Shares have the following rights, features, privileges and limitations (in pertinent part):

Voting Rights. The Series B Preferred Shares vote together with shares of our common stock and our Series A Preferred Shares as a single class on all matters presented to a vote of holders of our capital stock, except as required by law. The Series B Preferred Shares entitle the holder thereof to 51.0% of the total voting power of the Company and to thereby control the Company's business and affairs. In the event the Series B Preferred Shares are converted in part into shares of our common stock as set forth below or the holder transfers or seeks to transfer any of the Series B Preferred Shares to a third party, other than by the laws of descent and distribution, the super-voting rights described herein will terminate and the Series B Preferred Shares will vote on an "as converted basis" together with shares of our common stock and our Series A Preferred Shares as a single class on all matters presented to a vote of holders of our capital stock, except as required by law.

Dividends. The Series B Preferred Shares do not have dividend rights.

Liquidation, Dissolution, or Winding Up. Series B Preferred Shares will be entitled to a preference of $0.001 per share to shares of our common stock and Series B Preferred Shares in the event of a liquidation, dissolution or winding up of the Company.

Conversion Rate and Adjustments.

Conversion Rate. The Conversion Rate shall be 100,000 shares of common stock (as adjusted as provided for below) for each Series B Preferred Share.

Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the issuance of the Series B Preferred Shares effect a subdivision of the outstanding common stock, the Conversion Rate then in effect immediately before that subdivision shall be proportionately increased. If the Company shall at any time or from time to time after the issuance of the Series B Preferred Shares combine the outstanding shares of common stock, the conversion rate then in effect immediately before the combination shall be proportionately decreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.