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SHORT TERM LOANS PAYABLE
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
SHORT TERM LOANS PAYABLE

NOTE 4 – SHORT TERM LOANS PAYABLE

 

During the three months ended March 31, 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in July 2026 and March 2027 for aggregate gross proceeds of $755,600. The Notes allow for the Company to convert the outstanding principal amount into shares of the Company’s common stock should the Securities and Exchange Commission grant approval of the Company’s Regulation A Tier II offering of $7.00 per share. The holders of the Notes have the right, at the holder’s option, to convert the principal amount of these notes, in whole or in part, into fully paid and nonassessable shares at a conversion price of between $0.025 and $0.08 per share into the Company’s common stock before any public offering. The Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts due under the Notes. During the three months ended March 31, 2026 and 2025, several Notes totaling $63,000 and $8,000 were converted into 1,329,762 and 114,286, respectively, of the Company’s common shares. The Company has a balance owed of $898,480 and $205,880 at March 31, 2026 and December 31, 2025, respectively.

 

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instrument does not qualify for derivative accounting.