NOTE 13 - SUBSEQUENT EVENTS	3 Months Ended
Mar. 31, 2026
Notes
NOTE 13 - SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS The Company evaluated subsequent events through the date these condensed consolidated financial statements were issued. Except as described herein, there were no subsequent events that required recognition or disclosure. *Convertible Promissory Note – May 2026 Financing* The Company completed a financing transaction with Axiom Holdings Group, LLC (the “Investor”) pursuant to a Securities Purchase Agreement (the “SPA”), Convertible Promissory Note (the “Note”), and Registration Rights Agreement (collectively, the “Transaction Documents”). The transaction closed and was funded on May 4, 2026. The Note has an original principal amount of $2,222,222, reflecting a 10% original issue discount on total consideration of $2,000,000. The total consideration consists of (i) $1,000,000 in cash and (ii) $1,000,000 of committed digital asset consideration to be provided by the Investor. As previously disclosed, the Company received a $100,000 advance from the Investor in March 2026 in connection with the contemplated financing. Upon closing of the transaction, this advance was applied toward the Investor’s subscription and became part of the Note. On May 4, 2026, the Company received the remaining net cash funding of approximately $884,000, representing the balance of the $1,000,000 cash consideration after giving effect to the prior $100,000 advance and the withholding of approximately $16,000 for the Investor’s legal fees in accordance with the terms of the SPA. The Note bears interest at 15% per annum, calculated on a simple interest basis, and matures ten months from the original issue date unless earlier converted in accordance with its terms. Accrued interest is payable solely upon conversion, and no periodic cash interest payments are required. The Note is unsecured. The Note provides for automatic and mandatory conversion into shares of the Company’s common stock upon the earliest of: (i) 180 days following the original issue date, (ii) the consummation of a firm underwritten public offering, uplisting, or other board-approved equity financing, (iii) a qualified financing resulting in at least $5.0 million of gross proceeds to the Company, or (iv) the Company’s common stock trading at or above $1.00 per share for twenty consecutive trading days. The conversion price is equal to 75% of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during the twenty consecutive trading days immediately preceding the conversion date, subject to a floor price of $0.15 per share and a ceiling price of $0.50 per share. The Company is currently evaluating the accounting treatment of the Note, including the embedded conversion and other features, under applicable accounting guidance, including ASC 815, Derivatives and Hedging. Due to the variable conversion provisions, floor and ceiling pricing mechanics, and other contractual terms contained in the Note, the financing may result in the recognition of one or more derivative liabilities and related debt discounts in future reporting periods. The accounting analysis has not been completed as of the issuance date of these condensed consolidated financial statements, and the ultimate accounting treatment and resulting financial statement impact, if any, could be material. As of the issuance date of these condensed consolidated financial statements, transfer of the committed digital asset consideration to be provided by the Investor to the Company remained in process. Management has been advised by the Investor that the timing of such transfer is being coordinated due to customary market, custody, and transfer-related considerations associated with the movement of digital assets. Accordingly, the Company had not obtained custody or control of the digital assets, and no digital assets related to the financing transaction have been recognized in the accompanying condensed consolidated financial statements. Because the financing transaction closed subsequent to March 31, 2026, no amounts related to the Transaction Documents have been recognized in the accompanying condensed consolidated financial statements as of March 31, 2026. In connection with the financing, the Company entered into a Registration Rights Agreement requiring the Company to file a registration statement covering the resale of the shares issuable upon conversion of the Note within 90 days of the original issue date and to use commercially reasonable efforts to cause such registration statement to become effective. The Transaction Documents contain customary representations, warranties, covenants, and restrictions, including limitations on certain additional financings, requirements to maintain sufficient authorized and reserved shares for conversion, and restrictions on certain corporate actions without Investor consent.

NOTE 13 - SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2026

NOTE 13 – SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date these condensed consolidated financial statements were issued. Except as described herein, there were no subsequent events that required recognition or disclosure.

Convertible Promissory Note – May 2026 Financing

The Company completed a financing transaction with Axiom Holdings Group, LLC (the “Investor”) pursuant to a Securities Purchase Agreement (the “SPA”), Convertible Promissory Note (the “Note”), and Registration Rights Agreement (collectively, the “Transaction Documents”). The transaction closed and was funded on May 4, 2026.

The Note has an original principal amount of $2,222,222, reflecting a 10% original issue discount on total consideration of $2,000,000. The total consideration consists of (i) $1,000,000 in cash and (ii) $1,000,000 of committed digital asset consideration to be provided by the Investor.

As previously disclosed, the Company received a $100,000 advance from the Investor in March 2026 in connection with the contemplated financing. Upon closing of the transaction, this advance was applied toward the Investor’s subscription and became part of the Note. On May 4, 2026, the Company received the remaining net cash funding of approximately $884,000, representing the balance of the $1,000,000 cash consideration after giving effect to the prior $100,000 advance and the withholding of approximately $16,000 for the Investor’s legal fees in accordance with the terms of the SPA.

The Note bears interest at 15% per annum, calculated on a simple interest basis, and matures ten months from the original issue date unless earlier converted in accordance with its terms. Accrued interest is payable solely upon conversion, and no periodic cash interest payments are required. The Note is unsecured.

The Note provides for automatic and mandatory conversion into shares of the Company’s common stock upon the earliest of: (i) 180 days following the original issue date, (ii) the consummation of a firm underwritten public offering, uplisting, or other board-approved equity financing, (iii) a qualified financing resulting in at least $5.0 million of gross proceeds to the Company, or (iv) the Company’s common stock trading at or above $1.00 per share for twenty consecutive trading days.

The conversion price is equal to 75% of the lowest volume-weighted average price (“VWAP”) of the Company’s common stock during the twenty consecutive trading days immediately preceding the conversion date, subject to a floor price of $0.15 per share and a ceiling price of $0.50 per share.

The Company is currently evaluating the accounting treatment of the Note, including the embedded conversion and other features, under applicable accounting guidance, including ASC 815, Derivatives and Hedging. Due to the variable conversion provisions, floor and ceiling pricing mechanics, and other contractual terms contained in the Note, the financing may result in the recognition of one or more derivative liabilities and related debt discounts in future reporting periods. The accounting analysis has not been completed as of the issuance date of these condensed consolidated financial statements, and the ultimate accounting treatment and resulting financial statement impact, if any, could be material.

As of the issuance date of these condensed consolidated financial statements, transfer of the committed digital asset consideration to be provided by the Investor to the Company remained in process. Management has been advised by the Investor that the timing of such transfer is being coordinated due to customary market, custody, and transfer-related considerations associated with the movement of digital assets. Accordingly, the Company had not obtained custody or control of the digital assets, and no digital assets related to the financing transaction have been recognized in the accompanying condensed consolidated financial statements.

Because the financing transaction closed subsequent to March 31, 2026, no amounts related to the Transaction Documents have been recognized in the accompanying condensed consolidated financial statements as of March 31, 2026.

In connection with the financing, the Company entered into a Registration Rights Agreement requiring the Company to file a registration statement covering the resale of the shares issuable upon conversion of the Note within 90 days of the original issue date and to use commercially reasonable efforts to cause such registration statement to become effective.

The Transaction Documents contain customary representations, warranties, covenants, and restrictions, including limitations on certain additional financings, requirements to maintain sufficient authorized and reserved shares for conversion, and restrictions on certain corporate actions without Investor consent.