Note 4. Related Party Transactions

Expense paid on the Company’s behalf

During the three months ended March 31, 2026 and 2025, former chief financial officer paid $0 and $82,529 of expenses on the Company’s behalf and was repaid $0 and $0, respectively. As of March 31, 2026 and December 31, 2025, the balance owed to former chief financial officer $0.

During the three months ended March 31, 2026 and 2025, the chief executive officer paid $20,084 and $0 of expenses on the Company’s behalf and was repaid $0 and $0, respectively. As of March 31, 2026 and December 31, 2025, the balance owed to chief executive officer $20,084 and $0, respectively.

Accruals

As of March 31, 2026, the accrued related party salary and accrued interest expense was $117,000 and $13,826, respectively. As of December 31, 2025, the accrued related party salary and accrued interest expense was $97,000 and $12,307, respectively.

During the period ended March 31, 2026, the board approved a health stipend for the Company’s Chief Executive Officer, Saul Leal, in the amount of $2,800 per month with a 5% cumulative interest on the unpaid balance. The stipend and interest were retroactively applied back to commencing of service in July 2022. As of March 31, 2026, the Company accrued $126,000 for the stipend and $12,792 for the accrued interest.

Advances

On February 2, 2026, the Company’s Chief Executive Officer advanced the Company $25,000 to be used for operating expenditures. The advance is due on demand and accrues interest at a rate of 14%. As of March 31, 2026, the advance and accrued interest balance was $25,000 and $547, respectively.

Secure promissory note

On January 27, 2026, the Company entered into a promissory note agreement for $80,000 with Roy Chestnutt, Company’s Director. The Company recognized debt discount of $1,612 at the issuance of the note. Pursuant to the agreement, the interest on the promissory note shall equal to 16,000 shares of restricted common stock of the Company. Both the principal balance and the shares are payable on February 1, 2026. As of February 1, 2026, the Company paid the principal balance of $80,000 and issued the 16,000 common shares for the accrued interest. As of March 31, 2026, the principal balance of the promissory note was $0. As of March 31, 2026, the common shares were not issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

During the years ended December 2025 and 2024, the Company entered into multiple secured promissory notes agreements with the Company’s former Chief Executive Officer, Rowland Day, for total proceeds of $883,500. The notes were secured by the assets of the Company and accrued interest at the rate of 14% per annum. During the year ended December 31, 2025 and as part of the separation agreement with Rowlan Day, the Company repaid the outstanding principal balance of $802,450 and the accrued interest of $101,225. As of March 31, 2026 and December 31, 2025, the related party senior secured promissory notes payable principal balance was $0 and $0, respectively, with accrued interest of $0 and $0, respectively.

Settlement Agreement

Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. In connection with his resignation, the Company made payments to Mr. Day in the amount of $917,966 in satisfaction of outstanding loans and reimbursable credit card balances owed to him and a payment in the amount of $408,486 for accrued salary. In connection with his resignation, the Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of up to 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The purchase was to occur on or around March 27, 2026 (the “Expiration Date”). On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. During the period ended March 31, 2026, the Company accrued the $100,000 extension fee and paid $150,000 as a deposit on the stock re-purchase to Rowland. Additionally, through issuance of two notes dated March 26, 2026 (Note 6), $700,000 was wire directly by the noteholder to Rowland as a deposit on the stock re-purchase.

Convertible notes payable

During the year ended December 31, 2025 and the period ended March 31, 2026, the Company issued a series of 0% interest convertible notes payable to a director, a director nominee and two relatives of a the director nominee in exchange for $450,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date.

During the period ended March 31, 2026, the Company and four noteholders amended the terms of the convertible note agreements to retroactively accrue interest on their notes from the effective date of the agreements on a rate of 10%. During the period ended March 31, 2026, the Company recorded and accrued interest expense on the convertible notes in the amount of $22,726.

Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates of the convertible notes. As of March 31, 2026 and December 31, 2025, the convertible notes payable principal balance was $450,000 and $250,000, respectively, and the accrued interest was $22,726 and $0, respectively. The Company calculated imputed interest on the zero percent convertible notes using an interest rate of 14% and recorded to additional paid-in-capital. As of March 31, 2026 and December 31, 2025, the Company recorded imputed interest of $3,414 and $30,359, respectively.

The Company evaluated the conversion feature and determined that, since the conversion price is fixed, no embedded derivative liability existed as of March 31, 2026. As March 31, 2026, the matured convertible notes would potentially be converted into 1,299,934 common shares.

 Schedule of Convertible Notes Payable Related Party