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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

 

Vanquish Funding Group, Inc.

 

In July 2026, the Company and the Holder amended the promissory note issued May 20, 2026 to, among other things, replace the scheduled payments with a single payment of principal and interest at maturity and to provide for conversion at the Holder’s election beginning 180 days after issuance at a variable conversion price consistent with the convertible promissory note issued July 6, 2026.

 

On July 6, 2026, the Company entered into a Securities Purchase Agreement with the Holder relating to the issuance and sale of a convertible promissory note (the “Note”) with an original principal amount of $151,800 less original issue discount of $19,800 and transaction costs of $7,000 bearing a 10% annual interest rate and maturing July 6, 2027 for $125,000 in cash. Beginning 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 as 75% of the average of the three lowest closing bid prices during the ten 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. In the event of default, the Note shall become immediately due and payable at an amount equal to 150% times the sum of outstanding principal, accrued and unpaid interest, and Default Interest at 22% per annum. The Company may prepay the Note in cash, within 180 days of the issue date, at 125% of the outstanding principal amount plus accrued and unpaid interest; no prepayment is permitted after 180 days from the issue date. The embedded conversion feature of the Note will be evaluated for bifurcation under ASC 815-15 and, as applicable, measured at fair value in the period of issuance.

 

On July 20, 2026, Vanquish Funding Group, Inc., the holder of the Convertible Note issued on January 16, 2026, elected to convert $25,000 of principal and interest into 23,809,524 shares of common stock of the Company with a fair value of $35,714 ($0.0015 per share).

 

On July 22, 2026, Vanquish Funding Group, Inc., the holder of the Convertible Note issued on January 16, 2026, elected to convert $20,000 of principal and interest into 20,512,820 shares of common stock of the Company with a fair value of $28,718 ($0.0014 per share).

 

On July 29, 2026, Vanquish Funding Group, Inc., the holder of the Convertible Note issued on January 16, 2026, elected to convert $20,000 of principal and interest into 24,242,424 shares of common stock of the Company with a fair value of $29,091 ($0.0012 per share).

 

On August 4, 2026, Vanquish Funding Group, Inc., the holder of the Convertible Note issued on January 16, 2026, elected to convert $20,000 of principal and interest into 26,666,667 shares of common stock of the Company with a fair value of $29,333 ($0.0011 per share).

 

On August 6, 2026, Vanquish Funding Group, Inc., the holder of the Convertible Note issued on January 16, 2026, elected to convert $27,765 of principal and interest into 41,133,065 shares of common stock of the Company with a fair value of $45,246 ($0.0011 per share).

 

Compensation

 

On July 24, 2026, the Company issued an aggregate of 25,000,000 shares of the Company’s common stock with a fair value of $32,500 ($0.0013 per share) pursuant to the Company’s 2026 Stock Incentive Plan.