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PROMISSORY NOTES
12 Months Ended
Dec. 31, 2025
Promissory Notes  
PROMISSORY NOTES

NOTE 7 – PROMISSORY NOTES

 

As of December 31, 2025 and 2024, promissory notes of $0 and of $2,081,016, respectively, were outstanding. The promissory notes are unsecured, bear interest of 10% per annum and are due on December 31, 2025.

 

On October 20, 2025, the Company agreed to convert $1,836,000 of principal and interest of a promissory note into 500,000,000 shares of common stock of the Company with a fair value of $600,000 resulting in a gain of extinguishment of debt of $1,236,000 (Note 13).

 

On September 19, 2025, the Company agreed to convert $141,701 of principal and interest of a promissory note into 70,850,560 shares of common stock of the Company with a fair value of $134,627 resulting in a gain of extinguishment of debt of $7,074 (Note 13).

 

On August 22, 2025, the Company agreed to convert $374,603 of principal and interest of a promissory note into 153,407,000 shares of common stock of the Company with a fair value of $398,858 resulting in a loss of extinguishment of debt of $24,255 (Note 13).

 

On September 9, 2024, the Company issued promissory notes with principal of $240,926 to settle notes payable, promissory notes, accrued interest (totaling $234,843 (principal $167,455 and interest of $67,388)) and other liabilities. The promissory notes (the “Promissory Notes”) bears interest of 10% per annum, are unsecured and mature on December 31, 2025. At the option of the Company, outstanding principal and interest may be paid in cash or in shares of common stock of the Company valued at the closing price OTC Pink markets prior to the date of conversion.

 

During the year ended December 31, 2024, the Company elected to settle $133,200 of principal and interest of Promissory Notes by issuing 1,331,998,300 shares of common stock of the Company with a fair value of $133,200.

 

On December 30, 2024, the Company exchanged Promissory Notes comprising principal and interest of $112,319 and a non-redeemable convertible note principal and interest of $54,116 for a New Promissory Note with a carrying value of $277,365 (See Note 3) resulting in the loss of extinguishment of debt of $110,930.

 

On December 30, 2024, Jordan Turk and the Company agreed to exchange $43,328 of non-convertible redeemable promissory notes principal and interest for a New Promissory Note with a carrying value of $71,993 (see Note 3) resulting in a loss of extinguishment of $28,665.

 

On December 30, 2024, Jordan Turk and the Company agreed to exchange $26,382 of Promissory Notes principal and interest for a New Promissory Note with carrying value of $31,858 resulting in a loss of extinguishment of 5,276.

 

On December 30, 2024, the Company agreed to settle accrued liabilities due to Nadav Elituv, the Company's former Chief Executive Officer, totaling $1,392,859 for a New Promissory Note with carrying value of $1,700,000 resulting in a loss of extinguishment of $307,289.

 

New Promissory Notes are unsecured, bear interest of 10% per annum and are due on December 31, 2025.