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NOTE 15 – SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
NOTE 15 – SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026, up to May 15, 2026 that the unaudited condensed consolidated financial statements were available to be issued.

 

Self-Amortization Note Issuance

 

On April 16, 2026, the Company issued a $144,000 self-amortizing promissory note to GS Capital Partners, LLC bearing interest at 12% per annum and maturing on December 10, 2026. The note is self-amortizing with six monthly payments of $26,880 each, beginning on the 181st day anniversary of the issue date.

 

The total gross proceeds from the note were $111,000. However, the Company received net cash proceeds of $111,000, after deductions of $5,000 legal fee of the buyer, $10,000 of the placement agent commission, and $18,000 of original issue discount.

 

Convertible Note Issuances

 

Red Rock Development Group, LLC Convertible Note

 

On May 8, 2026, the Company issued a $445,000 convertible promissory note to Red Rock Development Group, LLC bearing interest at 10% per annum and maturing on May 8, 2027. The note is convertible into shares of the Company’s common stock, beginning six months after the issuance date. The conversion price is variable and is set at a significant discount to the market price, equal to 60% of the Company’s lowest trading price during the 15 trading days preceding the conversion date. The variable conversion feature, which results in a variable number of shares upon settlement, represents an embedded derivative that is not clearly and closely related to the host debt instrument. In accordance with ASC 815, Derivatives and Hedging, this embedded derivative was required to be bifurcated and accounted for separately at fair value.

 

The total net cash proceeds from the note were $368,000, after deductions of $32,000 of the placement agent commissions, $40,000 of original issue discount, and $5,000 in associated legal fees.

 

Willow Creek Capital Holdings, LLC Convertible Note

 

On May 8, 2026, the Company issued a $112,500 convertible promissory note to Willow Creek Capital Holdings, LLC bearing interest at 10% per annum and maturing on May 8, 2027. The note is convertible into shares of the Company’s common stock, beginning six months after the issuance date. The conversion price is variable and is set at a significant discount to the market price, equal to 60% of the Company’s lowest trading price during the 15 trading days preceding the conversion date. The variable conversion feature, which results in a variable number of shares upon settlement, represents an embedded derivative




that is not clearly and closely related to the host debt instrument. In accordance with ASC 815, Derivatives and Hedging, this embedded derivative was required to be bifurcated and accounted for separately at fair value.

 

The total net cash proceeds from the note were $92,000, after deductions of $8,000 of the placement agent commissions, $10,000 of original issue discount, and $2,500 in associated legal fees.

 

Convertible Note Repayment

 

On May 11, 2026, the Company redeemed its convertible note to CFI Capital, LLC for $244,362.33, which included principal of $150,000, interest of $5,795.52, a prepayment fee of $62,317.81, and stand still fees of $26,250.00.

 

The Company has no further obligations to CFI Capital, LLC, and no share conversions occurred pursuant to this convertible note.

 

 

The Company evaluated subsequent events through the date these financial statements were issued and concluded that, other than the matters noted above, there were no additional events requiring recognition or disclosure.