NON-REDEEMABLE CONVERTIBLE NOTE, NET – RELATED PARTY

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

NON-REDEEMABLE CONVERTIBLE NOTE, NET – RELATED PARTY

NOTE 3 – NON-REDEEMABLE CONVERTIBLE NOTE, NET – RELATED PARTY

On September 13, 2018, the Company entered into a Side Letter Agreement (“Original Note”) with a non-related investor, Jordan Turk, to amend and add certain terms to unsecured, non-interest bearing, due on demand notes payable totaling $40,000 issued by the Company during the period of July 10, 2018 to September 13, 2018. The issue price of the Note is $40,000 with a face value of $48,000 and the Note has an original maturity date of December 31, 2018 which is subject to automatic annual renewal. On June 29, 2021, the Company and Jordan Turk entered into an Agreement to change the original maturity date of the Note to December 31, 2025. At the option of the Company, the Company may convert principal and interest at a fixed conversion price of $0.0001 per share of the Company’s common stock. The Note allows the lender to secure a portion of the Company assets up to 200% of the face value of the Note. If the Note is not paid on December 31 each year, the outstanding face amount of the Note increases by 20% on January 1 the following year.

On December 30, 2024, Jordan Turk and the Company agreed to exchange $43,328 of principal and interest of Original Note for a New Promissory Note with a carrying value of $71,993 resulting in a loss of extinguishment of $28,665.

Also, on December 30, 2024, Jordan Turk entered into an agreement to assign the remaining outstanding principal and interest of the Original Note with a carrying value of $100,000 to Emil Assentato, the Chief Executive Officer of the Company.

The consolidated statement of operations includes amortization of debt discount of $5,918 and $4,932 for the three months ended March 31, 2026 and 2025, respectively, due to the 20% increase in face value on January 1 each year. On March 31, 2026 and December 31, 2025, the carrying amount of the Note is $125,918 (face value of $144,000 less $18,082 unamortized discount) and $120,000 (face value of $120,000 less $0 unamortized discount), respectively.