RELATED PARTIES |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTIES | NOTE 6 – RELATED PARTIES
The Company executed a Convertible Promissory Note (“Note”) payable to its CEO and director (“Officer”) and indebted in the principal amount of $55,000 as of December 31, 2023. On February 5, 2024, the Company and the Officer entered into a Debt Exchange Agreement to convert $55,000 principal balance of Note and $13,825 of accrued and unpaid interest as of the maturity date of Note on March 1, 2024. In exchange for the cancellation of all indebtedness of the Company owed the Officer as evidenced by the Note, and for no additional consideration, the Company agreed to issue to Officer shares of the Company’s Series C Convertible Preferred Stock, at the stated value of $1,200 per share (See Note 7). Accrued dividend payable on this Convertible Preferred Stock (including default for non-payment of dividend) totaled $30,547 and $26,330 as of March 31, 2026 and December 31, 2025, respectively.
On October 30, 2025, the Company had a change in control and GHS Investments, LLP became the majority owner of the issued and outstanding shares of common and preferred stock (See Note 5 and Note 8).
On October 30, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with its Officer, pursuant to which the Officer agreed to receive a monthly fee of $4,167 payable in Series E Preferred Stock issuable no later than 15 days following the end of the month. The term of the Consulting Agreement is for three months, which is automatically renewable upon the consent of the parties for additional one-month terms. The Company has not issued Series E Preferred Stock for the Officer’s unpaid compensation as of March 31, 2026. The Company has recorded consulting fees expense of $12,500 for the three months ended March 31, 2026. Consulting fees and reimbursable expenses payable to the Officer totaled $25,068 and $8,402 as of March 31, 2026 and December 31, 2025, respectively. The expected number of Series E Preferred Stock to be issued totaled 21 shares and 7 shares as of March 31, 2026 and December 31, 2025, respectively.
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Emmons DEA”) with Clifford L. Emmons, it’s Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued compensation and unpaid fees owed to him by the Company under various agreements, for shares of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”). In addition to the issuance of the Company’s Series E Preferred Stock, Mr. Emmons agreed to cancel shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025. The Company recorded dividend expense of $4,217 for the three months ended March 31, 2026, The Company recorded $30,547 and $26,330 as dividend payable to Mr. Emmons as of March 31, 2026 and December 31, 2025, respectively (Note 7).
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