RELATED PARTY TRANSACTIONS |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS
Effective September 5, 2024, the Company amended its Articles of Incorporation (the “Articles”), to amend and restate Sections 1 and 2 of Article 4 of the Articles to increase the number of authorized shares of the Company’s common stock (“Common Stock”) from to and create a new class of stock, par value $ per share, designated as Series A Preferred Stock consisting of 10 authorized shares, as set forth in Certificate of Amendment to the Articles of Incorporation (the “Amendment”). Pursuant to the Amendment, Common Stock and Preferred Stock are identical in all respects, except that each share of Common Stock is entitled to one vote and each share of Preferred Stock is entitled to 950,000,000 votes. The shares are not convertible to common stock
On the same date the Company entered into a stock agreement (the “Stock Agreement”) with, the Company’s CEO Ronald Levy pursuant to which the Company issued a total of ten () shares of the Company’s Series A preferred stock (“Preferred Stock”) Mr. Levy also serves as the Interim Chief Financial Officer, Chairman of the Board, Secretary, and a member of the Board of Directors of the Company.
Although the shares are not convertible to common stock these Series A Preferred Shares enable Mr. Levy to exercise control over the Company, so the company used the equity method to value the shares. The Series A Preferred shares convertible shares can be converted into voting shares. As of December 31, 2025 the Company had shares outstanding. The Company estimated that the voting shares could not exceed the number of shares outstanding and used that level of shares to value the common stock which was trading at $ resulted in stock based compensation of $ which was also equivalent to the market capitalization on that date.
On January 27, 2025 (the “Advance Date”), the Company entered into a Promissory Note with Ronald Levy, the Company’s Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board, and Secretary, to obtain an advance in the amount of $15,000 (the “Loan”) for the aforementioned Consultant engagement fee. The Loan bears interest at the rate of 5% per annum, with a maturity date four months from the Advance Date.
On June 24, 2025 and June 25, 2025, the Company entered into stock agreements with five recipients to issue a total of shares as a bonus to employees and contractors for services. Ronald Levy the Company’s CEO received of those Common Shares and Holly Ruxin, a director, received of those Common Shares. The Common Shares received by Mr. Levy and Ms. Ruxin were on the same terms and conditions as the other Recipients.
On July 10, 2025, the Company borrowed funds from Three Mile Creek Future LLC (“TMCF”) and issued a Promissory Note (the “TMCF Note”) in the principal amount of 1.7 Bitcoin and a Pre-Funded Common Stock Purchase Warrant (the “Warrant”), which entitles TMCF to subscribe for and purchase from the Company up to 77,704,407 shares of the Company’s common stock, each executed on July 16, 2025. These warrants were valued at $77,704. Rafael Furst, the Company’s Chief Strategy Officer is the managing member of Three Mile Creek Future LLC.
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