RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS
On March 1, 2026, the Company entered into a consulting agreement with Brent Nelson, CEO of Kepler Fusion Technologies, Inc., and a wholly owned subsidiary of the Company. On March 1, 2026, the Board of Directors appointed Brent Nelson as Chairman of the Board of Directors of the Company. The agreement includes monthly compensation of $15,000 per month, of which $15,000 was paid during the three months ended March 31, 2026. The Company may, in its sole and absolute discretion, award the consultant additional compensation or bonuses from time to time in recognition of services rendered, milestones achieved, transactions completed, or other extraordinary contributions. The term of this agreement shall be for six months and automatically renew for successive six-month periods unless either party provides written notice of non-renewal at least thirty days prior to the expiration of the then-current term. Either party may terminate the agreement for cause as defined.
In addition, Brent Nelson, through Earth Sciences Fund I LLC (an entity owned by him), holds the Special 2020 Series A Preferred Share, which carries super-voting rights sufficient to control stockholder matters, as transferred on February 27, 2026. This share does not represent common stock ownership but provides majority voting power.
Compensation earned by the Company’s CEO prior to 2026 has been accrued and recorded as a liability pursuant to promissory notes issued to an affiliated consulting entity controlled by the CEO. Interest expense on the notes totaled $7,675 and $2,479 for the three months ended March 31,2026 and 2025, respectively, and has been recorded as increase to notes payable-related parties principal. Total principal outstanding totaled $208,875 and $201,200 at March 31, 2026 and December 31, 2025, respectively. See Note 6.
On March 1, 2026, the Company entered into a consulting agreement with its CEO The agreement includes monthly compensation of $15,000 per month, of which $15,000 was paid during the three months ended March 31, 2026. The Company may, in its sole and absolute discretion, award the consultant additional compensation or bonuses from time to time in recognition of services rendered, milestones achieved, transactions completed, or other extraordinary contributions. The term of this agreement shall be for six months and automatically renew for successive six-month periods unless either party provides written notice of non-renewal at least thirty days prior to the expiration of the then-current term. Either party may terminate the agreement for cause as defined.
As part of the reverse recapitalization (Note 9), an entity controlled by the CEO sold the one share of AMFN Special 2020 Series A Preferred Stock (the “Control Share”) for $1,000 to an entity owned by Brent Nelson.
Pursuant to the Master Sales Agreement, RH2 Equity Partners, LP, an entity controlled by the CEO and the principal of Pinnacle, is entitled to receive 1,000,000 shares of post-reverse-split common stock, vesting quarterly over 36 months, in consideration of extended advisory services to be provided to the combined entity.
In January 2025, the Company entered into an advisory services agreement with Pinnacle Services Consulting, Inc. (“Pinnacle”). The agreement includes annual compensation of $50,000 and has been recorded as a liability pursuant to a convertible promissory note with a maturity date of December 31, 2025. Interest shall accrue on the unpaid principal balance at the rate of eight percent (8%) per annum, calculated on the basis of a 360-day year. If the Company fails to pay principal or accrued interest when due, the unpaid balance shall accrue interest at a default rate of fifteen percent (15%) per annum from the date of default until paid in full. The note is currently in default. Upon the occurrence of an event of default, as defined in the note, Pinnacle shall have the option to convert all or any portion of the unpaid principal, accrued interest, and any other fees or charges at a fixed price of $0.0002 per share. Such conversion shall not result in Pinnacle beneficially owning more than 9.99% of the total outstanding common stock of the Company. In March 2026, Pinnacle converted $8,500 of principal into shares of common stock. See Note 6.
Interest expense on all Pinnacle notes outstanding totaled $18,488 and $2,479 for the three months ended March 31,2026 and 2025, respectively, and has been recorded as an increase to notes payable-related parties. Total principal outstanding totaled $ and $ at March 31, 2026 and December 31, 2025, respectively.
During the three months ended March 31, 2026, the Company issued prepaid warrants to Pinnacle Consulting Services Inc. in eleven tranches aggregating $513,000 in cash proceeds. The warrants are classified as equity and reported as a component of additional paid-in capital in the Company’s statement of stockholders’ deficit. See Notes 4 and 10.
During the three months ended March 31, 2026, the Company entered into four officer consulting and independent director advisory agreements. As full and complete consideration for the advisory services to be rendered, the Company shall issue shares of the Company’s common stock having an aggregate fair market value of $240,000 each following the completion of a restructuring event. See Note 8.
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