CONVERTIBLE NOTE PAYABLE – RELATED PARTY

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

CONVERTIBLE NOTE PAYABLE – RELATED PARTY

NOTE 6 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY

On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for $144,501. The Note was unsecured, non-interest bearing, and matures on December 4, 2024. The note was convertible into shares of common stock at a 50% average closing trading price for the twenty-five days prior to conversion. On March 8, 2024, $70,000 of the outstanding balance was repaid using funds provided by an investor pursuant to an escrow arrangement entered into by the Company. On July 21, 2025, Mr. Murphy converted this note into 1,275,702 shares of common stock. As of December 31, 2025 and 2024, the balance of the note is $0 and $74,501, respectively.

On October 6, 2022, the Company issued a 10% Convertible Promissory Note to Selkirk Global Holdings, LLC with a face value of $50,000. The Note bears interest at 10% per annum and matures on October 5, 2023. The note is convertible into shares of common stock at a conversion price equal to 55% of the average closing price of the Company’s common stock during the twenty consecutive trading days prior to the conversion date. On August 12, 2025, Selkirk Global Holdings, LLC converted this note into 941,363 shares of common stock. As of December 31, 2025 and 2024, the balance of the note was $0 and $0, respectively.

On April 6, 2023, the Company issued a 10% Convertible Promissory Note to Selkirk Global Holdings, LLC with a face value of $50,000. The Note bears interest at 10% per annum, compounded monthly, and matures on April 5, 2024. The note is convertible into shares of common stock at a conversion price equal to 55% of the average closing price of the Company’s common stock during the twenty consecutive trading days prior to conversion. On August 12, 2025, Selkirk Global Holdings, LLC converted this note into 402,038 shares of common stock. As of December 31, 2025 and 2024, the balance of the note was $0 and $0, respectively.

On December 12, 2023, the Company issued a convertible exchange note to Paul Strickland. The note was unsecured, non-interest-bearing, and matured on December 12, 2023. On August 7, 2025, the note was converted into 83,753 shares of common stock. As of December 31, 2025 and 2024, the balance of the note was $0 and $0, respectively.

In connection with the acquisition of Jubilee Intel, LLC in fiscal year 2024, debt obligations totaling $103,284, including accrued interest, owed to Selkirk Global Holdings, LLC (“Selkirk”) and Paul Strickland under the notes described above were cancelled as part of the merger consideration. In May 2025, following the termination of the merger agreement and the Company’s transfer of its membership interest in Jubilee Intel, LLC, the previously cancelled debt was reinstated, including the continuation of accrued interest under the original terms.

As a result, the Company recognized the reinstated debt of $103,284, including accrued interest, as a liability on its consolidated balance sheet. Additional interest expense of $11,542 was accrued through the date of conversion in accordance with the original note terms, which bear interest at 10% per annum. In August 2025, the outstanding balances, including accrued interest, were converted into an aggregate of 1,427,156 shares of common stock. As of December 31, 2025, the outstanding balance of the notes was $0.

On July 17, 2025, the Company issued a 6% Convertible Promissory Note to Selkirk Global Holdings, LLC with a face value of $50,000. The Note bears interest at 6% per annum, compounded monthly, and matures on July 16, 2026. The note is convertible into shares of common stock at a conversion price equal to a 50% discount to the average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. As of December 31, 2025, there is $27,326 and $751 of principal and interest, respectively, due on this note. As of December 31, 2025 and 2024, the unamortized debt discount balance was $10,924 and $0, respectively.