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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

 

Vanquish Funding Group, Inc.

On January 16, 2026, the Company entered into a Securities Purchase Agreement with Vanquish Funding Group, Inc. (“Holder”) relating to the issuance and sale of a Convertible Note (the “Note”) with an original principal amount of $100,050 less original issue discount of $13,050 and transaction costs of $7,000 bearing an 10% annual interest rate and maturing October 15, 2026 for $80,000 in cash. After 180 days after the issue date, the Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 75% of the lowest closing bid price during the 10 trading days prior to the conversion date. Additionally, the Holder of the Note is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the holder’s deposit fees associated with the conversion. The Company may prepay the Note in cash, if repaid within 90 days of date of issue, at 115% of the original principal amount plus interest, between 91 days and 150 days at 120% of the original principal amount plus interest and between 151 days and 180 days at 125% of the original principal amount plus interest.

Asset Acquisitions

On January 23, 2026, the Company entered into an agreement with OnGraph Technologies Limited and/or its affiliates, including DailyLove (collectively “DailyLove”) whereby DailyLove agreed to provide the Company with (i) a licence in 100% of the intellectual property (including all software, source code, data, models and documentation) assets related to the AI dating platform (DAILYLOVE.AI) (the” IP Assets”) and (ii) issue a certain number of shares of common stock of DailyLove, all pursuant to terms and conditions of this agreement (“Equity Contingency Consideration”).

In consideration of the IP Assets the Company agreed to pay to DailyLove $500,000 in cash in three installments as follows (i) $125,000 on January 23, 2026 (ii) $125,000 on February 5, 2026 and (iii) $250,000 on February 28, 2026. Upon payment of each installment of cash consideration the Company will receive Equity Contingency Consideration as follows (i) upon payment of the first installment, 2.25% of the total issued and outstanding shares of DailyLove (“DL Shares”) (ii) upon payment of the second installment, 2.25% of the total issued and outstanding DL Shares and (iii) upon payment of the third installment, 4.5% of the total issued and outstanding DL Shares.

As of March 31, 2026, the Company has paid DailyLove $250,000 in cash.