Related Party Transactions |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Related party transactions | Note 8 – Related party transactions
The Company had the following activity related to its due to related party:
On March 10, 2025, the Company issued a Promissory Note to our former chief executive officer, Charles Todd, in the principal amount of $36,912. The Note matures on September 30, 2025 and carries an interest rate of 8% per annum. In March, 2026, Mr. Todd extended the maturity of the Promissory Note until May 31, 2026.
In November, 2025, the Company issued Promissory Notes to Thornhill Advisory Group (“Thornhill”), a company beneficially owned by our Chief Financial Officer, in the principal amount of $9,018 bearing the interest rate of 1% per annum, with principal and interest repayable in full on or before January 30, 2026. On February 6, 2026, the Company redeemed the Note made with Thornhill in the principal amount of $9,018 and accrued interest of $21. In December, 2025, the Company issued Promissory Notes to Thornhill for $8,865 bearing the interest rate of 8% per annum, with principal and interest repayable in full on or before January 30, 2026. On February 6, 2026, the Company redeemed the Note made with Thornhill in the principal amount of $8,865 and accrued interest of $95.
During the three months ended March 31, 2026, and 2025, the Company recorded interest expense related to related party notes of $809 and $170, respectively.
During the three months ended March 31, 2026, and 2025, our former CEO, Mr. Todd, paid operating expenses of $0 and $15,247 on behalf of the Company and the Company did make any repayments during either period.
On March 12, 2026, the Company and its former CEO, Charles Todd, Jr., entered into an agreement whereby the Company will pay to Mr. Todd $275,147 in cash as settlement of accrued salary of $160,000, accounts payable of $25,170 and an additional settlement expense of $53,065 and his outstanding note payable of $36,912, plus 8% interest on the outstanding balance of his Promissory Note with a face value of $36,912 within 7 days of a consummation of an up-listing of the Company’s common stock on a national trading exchange and accompanying fund raise. Additionally, Mr. Todd will immediately be issued 4,597,090 restricted shares of the Company’s common stock, valued at $179,286. As a result, the Company recognized loss on settlement of liability related to Mr. Todd of $232,251 in a resolution of deferred compensation as part of the settlement agreement and recorded contingent liability of $238,235 under account payable and accrued liabilities as of March 31, 2026
During the three months ended March 31, 2026, and 2025, the Company paid Thornhill, $11,750 and $5,000, pursuant to the CFO Agreement. |
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