Note 6 – Related Party Transactions

As of September 30, 2025, the Company had related party accounts payable of $911,659 owed to Michael Farkas its former Chief Executive Officer (CEO), now President (the “President”). This amount relates to consulting services provided to the Company from 2015 through 2022, for which payment has not yet been made. The terms of repayment have not been formally established, and no interest has been accrued on this balance. The balance of $911,659 is in the Accounts payable - related party on the Balance Sheet.

The Company’s President, earned $10,000 per month under an agreement during his time as CEO. This agreement was effective from October 31, 2023 to August 31, 2025. The following compensation was recorded within general and administrative expenses – related parties on the statements of operations: $80,000 and $90,000 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, $230,000 and $180,000, respectively, of compensation was unpaid and was included in accounts payable – related party on the consolidated balance sheets.

During 2016, 2017, and 2019 Balance Group LLC loaned an additional $66,850 to the Company. The notes are in default and have an accrued interest balance of $46,488. The note balance of $66,850 is included in the note payable – related party in current liability as of September 30, 2025 and December 31, 2024.

On October 3, 2019, the Company received $40,000 from The Foundation in exchange for a promissory note which bears 12% interest per annum and matured on October 10, 2020 or upon the Company raising $500,000 from outside investors, whichever occurs first. The promissory note is currently in default, and as of September 30, 2025, accrued interest on the note is $31,641. The note balance of $40,000 is included in the note payable – related party in current liability as of September 30, 2025 and December 31, 2024.

The promissory note comes with a warrant to purchase 40,000 shares of the Company’s stock with an exercise price of $1.00 per share and expired on October 10, 2022. The warrants had a relative fair value of $8,283, which was recorded as a debt discount and fully amortized.

 Schedule of Note Payable - Related Party

On June 27, 2021, the Company received $50,000 from the President in exchange for a convertible promissory note with a face value of $53,192 which bears 12% interest per annum and matures on June 27, 2022, or upon the Company raising $250,000 from investors, whichever occurs first. The note balance of $53,192 is included in the convertible notes payable - related party, net of debt discount of $0 and $0, as of September 30, 2025, and December 31, 2024, respectively. The difference between the amount received and the face value of $3,192 was recorded as a discount and is being amortized over the life of the note. Additionally, the note comes with a beneficial conversion feature of $3,799 which was also recorded as a component of equity in 2021. As of September 30, 2025, the Company has accrued interest of $27,194 and is recorded in the accrued expenses on the balance sheet.

On September 30, 2016, Balance Group LLC loaned $120,000 as a convertible note payable to the Company at an interest rate of 10%, due on October 1, 2017. In addition, the Company issued 600,000 warrants at an exercise price of $1 which expired on September 30, 2021 (See Note 9). The note is currently in default and is currently recorded under convertible payable – related party in current liabilities in the balance sheet. The accrued interest balance of $108,066 is recorded in the accrued expenses on the balance sheet as of September 30, 2025.

 Schedule of Convertible Note Payable - Related Party

As of September 30, 2025 the President and companies controlled by the President have loaned the Company a total of $1,833,858 in addition to the convertible notes discussed above. The loans carry an interest rate of 8%, 12%, and 18% and mature one year and one day from the date of the loan. These loans of $1,833,858 and the accrued interest on these loans of $858,978 are in default as of September 30, 2025. These loans of $1,833,858 are in default and are reported under short-term advances from related party on the balance sheet as of September 30, 2025 and December 31, 2024.

The following table summarizes all related party notes, both convertible and nonconvertible, including their principal balances as of September 30, 2025, and the related accrued interest as of September 30, 2025.

 Schedule of Related Party Transaction

The following related party notes recognized interest for the nine months ended September 30, 2025 and 2024:

 Schedule of Related Party Notes Interest

On August 22, 2025, the Company entered into an employment agreement with Alan Campbell, upon appointment of Mr. Campbell as its Chief Executive Officer, which included the issuance of 780,264 shares of common stock as an initial equity grant (see Note Stockholders’ Deficit). The shares vest over a three3-year period, with one-third (1/3) vesting on each of the first, second, and third anniversaries of the issuance date, subject to Mr. Campbell’s continued service. The total grant-date fair value of the award was $2,184,739, which is being recognized as stock-based compensation expense over the vesting term.

The employment agreement also contains an anti-dilution provision that entitles Mr. Campbell to maintain a fixed ownership percentage of the Company’s common stock until the Company has raised an aggregate of $1 billion in total capital. This feature was determined to meet the definition of a derivative liability under ASC 815 and is remeasured at fair value each reporting period (see Notes Derivative Liability and Fair Value Measurements).