SHORT-TERM LOANS |
3 Months Ended | 12 Months Ended | |||||||||
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Mar. 31, 2026 |
Dec. 31, 2025 |
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| SHORT-TERM LOANS | |||||||||||
| SHORT-TERM LOANS | NOTE 6 – SHORT-TERM LOANS On October 31, 2025, the Company entered into a securities purchase agreement with Vanquish Funding Group Inc., a Virgina corporation (“Vanquish”), pursuant to which the Company issued to Vanquish a promissory note in the principal amount of $182,400 (including $22,400 of original issue discount) and received funds of $155,000 after combined legal fees and due diligence fees of $5,000. Upon an event of default the Note is convertible into shares of common stock of the Company, subject to a 4.99% beneficial ownership limitation, at a 35% discount to the lowest trading price of the Company’s common stock for the 10 trading days prior to the conversion. The Note bears interest at 12%, which interest rate increases to 22% if not timely paid. The Note matures on August 30, 2026. Under the Note, $102,144 is payable on April 30, 2026 and $25,536 is payable on each of May 30, 2026, , , and . On November 10, 2025, the Company entered into a securities purchase agreement with Labrys Fund II, L.P., (“Labrys”), pursuant to which the Company issued to Labrys a promissory note in the principal amount of $143,750 (including $18,750 of original issue discount) and received funds of $121,500 after legal fees of $3,500. Upon an event of default, the Note is convertible into shares of common stock of the Company, subject to a 4.99% beneficial ownership limitation, at a 25% discount to the lowest trading price of the Company’s common stock for the 20 trading days prior to the conversion. Under the Note, $22,589 is payable on each of May 11, 2026, , , , , and . On November 20, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC., (“GS Capital Partners”), pursuant to which the Company issued to GS Capital Partners a promissory note in the principal amount of $180,000 (including $23,400 of original issue discount) and received funds of $152,600 after legal fees of $2,000. Upon an event of default, the Note is convertible into shares of common stock of the Company, subject to a 4.99% beneficial ownership limitation. Under the Note, principal payments shall be made in seven installments, each in the amount of US$28,800.00 commencing on the day anniversary following the Issue Date and continuing thereafter each thirty days for the following six months. In October 2025, the Company entered into a loan agreement with a related party for a principal amount of $220,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than December 31, 2026. On December 24, 2025, the Company entered into a short-term loan agreement with a third-party lender for a principal amount of $100,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than December 31, 2026. On October 6 and December 15, 2025, the Company entered into a short-term loan agreement with a third-party lender for a principal amount of approximately $30,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than December 31, 2026. NOTE 6 – SHORT-TERM LOANS (Cont.): On December 31, 2025, January 5, 2026, and January 6, 2026, the Company entered into three separate securities purchase transactions pursuant to which it issued three promissory notes to three accredited investors, as summarized below. Each transaction was entered into in reliance upon exemptions from registration under the Securities Act of 1933, as amended.
The Company has elected the fair value option to account for the convertible loans when the lender has the option to exercise the principle amount into shares. Direct costs and fees related to the convertible loan were expensed as incurred. Subsequent changes in the fair value are recorded as a gain or loss in the consolidated statement of operations. |
NOTE 11 - SHORT-TERM LOANS On October 31, 2025, the Company entered into a securities purchase agreement with Vanquish Funding Group Inc., a Virgina corporation (“Vanquish”), pursuant to which the Company issued to Vanquish a promissory note in the principal amount of $182,400 (including $22,400 of original issue discount) and received funds of $155,000 after combined legal fees and due diligence fees of $5,000. Upon an event of default the Note is convertible into shares of common stock of the Company, subject to a 4.99% beneficial ownership limitation, at a 35% discount to the lowest trading price of the Company’s common stock for the 10 trading days prior to the conversion. The Note bears interest at 12%, which interest rate increases to 22% if not timely paid. The Note matures on August 30, 2026. Under the Note, $102,144 is payable on April 30, 2026 and $25,536 is payable on each of May 30, 2026, June 30, 2026, July 30, 2026, and August 30, 2026. On November 10, 2025, the Company entered into a securities purchase agreement with Labrys Fund II, L.P., (“Labrys”), pursuant to which the Company issued to Labrys a promissory note in the principal amount of $143,750 (including $18,750 of original issue discount) and received funds of $121,500 after legal fees of $3,500. Upon an event of default, the Note is convertible into shares of common stock of the Company, subject to a 4.99% beneficial ownership limitation, at a 25% discount to the lowest trading price of the Company’s common stock for the 20 trading days prior to the conversion. Under the Note, $22,589 is payable on each of , June 10, 2026, July 10, 2026, August 10, 2026, September 10, 2026, and October 9, 2026. On November 20, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC., (“GS Capital Partners”), pursuant to which the Company issued to GS Capital Partners a promissory note in the principal amount of $180,000 (including $23,400 of original issue discount) and received funds of $152,600 after legal fees of $2,000. Upon an event of default, the Note is convertible into shares of common stock of the Company, subject to a 4.99% beneficial ownership limitation. Under the Note, principal payments shall be made in seven installments, each in the amount of US$28,800.00 commencing on the day anniversary following the Issue Date and continuing thereafter each thirty days for the following six months. In October 2025, the Company entered into a loan agreement with a related party for a principal amount of $220,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than December 31, 2026. On December 24, 2025, the Company entered into a short-term loan agreement with a third-party lender for a principal amount of $100,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than December 31, 2026. On October 6 and December 15, 2025, the Company entered into a short-term loan agreement with a third-party lender for a principal amount of approximately $30,000. The loan bears interest at an annual rate of 8.5% and is required to be repaid in full no later than December 31, 2026. |