v3.26.1
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 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., a wholly owned subsidiary of the Company. On March 1, 2026, the Board of Directors appointed Brent Nelson as Executive Chairman of the Board of Directors of the Company. The agreement includes monthly compensation of $15,000 per month, of which $45,000 and $60,000, respectively, was paid during the three months and six months, ended June 30, 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. An immediate family member of Mr. Nelson has been paid $15,000 during the three month and and six-month periods ended June 30, 2026 for marketing- related services.

 

Compensation earned by the Company’s CEO prior to 2026 has been accrued and recorded as a liability pursuant to promissory notes issued CMB Communications, LLC (“CMB”) to an affiliated consulting entity controlled by the CEO. Compensation expense under the notes totaled $50,000 for the three and six months ended June 30, 2025. Interest expense on the notes totaled $4,679 and $4,114 for the three months ended June 30, 2026 and 2025, respectively, and has been recorded as increase to convertible notes payable-related party principal. Interest expense on the notes totaled $9,222 and $8,164 for the six months ended June 30, 2026 and 2025, respectively, and has been recorded as increase to convertible notes payable-related party principal. Total principal outstanding totaled $213,692 and $201,200 at June 30, 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 $45,000 and $60,000 was paid during the three months and six months, respectively, ended June 30, 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.

 

In conjunction with the terms of the Master Sales Agreement, the Company entered into a separate consulting agreement with RH2 Equity Partners, LP (“RH2”). RH2 is an entity controlled by the Company’s CEO and the principal of Pinnacle. The terms of the agreement provide (i) a one-time cash fee of twenty thousand dollars ($20,000) upon execution , (ii) to allow CMB and Pinnacle to retain certain outstanding notes in the aggregate principal amount of approximately $500,000 subject to the Settlement and Exchange Agreements being executed contemporaneously with the Master Sales Agreement, and (iii) to issue to RH2 one million (1,000,000) shares of Company common stock, issued post-reverse split and vesting quarterly over thirty-six (36) months, with a minimum quarterly notional value of thirty thousand dollars ($30,000), subject to true-up share issuances, or the Company shall have the option, at its sole discretion, to pay thirty thousand dollars ($30,000) in lieu of that quarterly’s vesting by RH2. See Notes 5 and 9.

 

Under the Settlement and Exchange Agreements described above, the Company agreed to issue (i) 450,000 authorized, validly issued, fully paid and non-assessable shares of the Company’s common stock to CMB Communications LLC in exchange for the conversion of $4,500 of indebtedness at a fixed conversion price of $0.01 per share, and (ii) 550,000 authorized, validly issued, fully paid and non-assessable shares of the Company’s common stock to Pinnacle Consulting Services, Inc. in exchange for the conversion of $5,500 of indebtedness at a fixed conversion price of $0.01 per share. The aggregate issuance of 1,000,000 common shares (“Settlement Shares”) is fixed and shall not be adjusted, increased, or decreased as a result of any reverse stock split, recapitalization, or similar corporate action. Within five (5) business days following the effectiveness of a reverse stock split, each applicable holder is required to deliver to the Company’s transfer agent a completed notice of conversion irrevocably electing to convert the applicable indebtedness into shares of Company common stock. Failure to timely deliver such notice constitutes a breach of the applicable Settlement and Exchange Agreement. Upon issuance of the applicable Settlement Shares, only the portion of the indebtedness converted under the applicable agreement shall be deemed fully satisfied, extinguished, cancelled, released and discharged. All remaining conversion shares associated with the broader debt conversion transaction are issuable by the Company, at its direction, to Earth Sciences Fund I, LLC, CMB Communications LLC, Pinnacle Consulting Services, Inc., and/or such other persons or entities as the Company or Earth Sciences Fund I, LLC may designate in writing pursuant to the transaction.  

 

During the six months ended June 30, 2026, the Company issued prepaid warrants to Pinnacle Consulting Services Inc. aggregating $943,000 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. During the six months ended June 30, 2026, 20,000,000 shares were returned by Pinnacle Consulting Services, Inc. to the Company at no cost. These shares are recorded as Treasury Stock on the Company’s balance sheet at June 30, 2026. See Note 4.


In 2025, the Company entered into an advisory agreement with Pinnacle, whereby compensation totaling $50,000 earned by Pinnacle has been accrued and recorded as a liability pursuant to a convertible promissory note issued in 2025. Interest expense on the notes totaled $2,103 and $1,006 for the three months ended June 30, 2026 and 2025, respectively, and has been recorded as increase to convertible notes payable-related party principal. Interest expense on the notes totaled $4,129 and $2,006 for the six months ended June 30, 2026 and 2025, respectively, and has been recorded as increase to convertible notes payable-related party principal. Total principal outstanding totaled $58,170 and $54,000 at June 30, 2026 and December 31, 2025, respectively. See Note 6.

 

Beginning in April 2026, the Company initiated consulting services payments to several of its officers ranging from $10,000- $12,000 per month for a total of $102,000 for the three- and six-month periods ended June 30, 2026. During the six months ended June 30, 2026, the Company entered into five 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 and/or service period. See Note 4.

 

Beginning in June 2026, the Company initiated monthly payments of $2,000 for each of its two independent directors.