SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after March 31, 2026 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended March 31, 2026, except for the following:
Promissory Note
On April 10, 2026, the Company entered into a promissory note with a director of the Company for a principal amount of $70,500 ($50,000 cash was received) due April 23, 2026 which was issued at a $20,500 original issue discount from the face value of the promissory note. The note is in default and as provided in the note, the noteholder is entitled to a default charge of $500 plus interest will accrue at a rate of thirty-nine percent (39%). The Company is currently in discussions to restructure the terms of this note.
Short Term Loans Payable
Subsequent to March 31, 2026, the Company authorized convertible promissory notes bearing no interest and are due and payable on various dates in March 2027 for aggregate gross proceeds of $20,000. 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 $ 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 $0.03 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.
Regulation A Offering
The Company filed a Regulation A Offering on March 17, 2025 with the Securities and Exchange Commission (“SEC”) for an offering up to $10 million of our common stock at $ per shares. At the time of this filing, the Regulation A Offering has not been declared effective by the SEC and we have not sold any shares of our common stock. |