XML 31 R20.htm IDEA: XBRL DOCUMENT v3.26.1
Convertible Promissory Notes and Loans Payable (Tables)
3 Months Ended
Mar. 31, 2026
Debt Instrument [Line Items]  
Schedule of Convertible Debentures

Convertible promissory notes consisted of the following at March 31, 2026:

 

Origination Date  Maturity Date  Interest Rate   Origination Principal Balance   Original Discount Balance   Period End Principal
Balance
   Period End Discount
Balance
   Payments   Period End Balance Note 
9/03/21  9/03/24   8%   346,500    (12,355)   $346,500   $5,492   $-    351,992(1)
9/03/21  9/03/24   8%   3,500    (125)   3,500    52    -    3,552(2)
9/30/22  Demand   8%   66,793    (19,250)   66,793    (19,250)   (17,826)   29,717(3)
9/14/23  Demand   8%   -    -    50,000    -    (5,000)   45,000(4)
                      $466,793   $(18,382)   $(22,826)  $430,261 

 

The maturity due date of the note had been extended by the lender from September 3, 2025. The Company is working with the lender to restructure the note.

 

Demand Notes

 

On November 14, 2023, the Company issued a promissory note in the principal amount of $150,000 to Charles Hyatt, a director, for working capital requirements and payment of certain expenses in connection with the Company’s business combinations. The Note bears interest at a rate of 9.9% per annum, and has a default interest of 18% per annum. Interest payments are due and payable on a monthly basis. The Company may prepay the Note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding as of December 31, 2025, and the maturity date was extended from May 7, 2025 to November 5, 2025, pursuant to an amendment dated November 13, 2025.

 

On February 5, 2025, the Company borrowed funds through the issuance of a promissory note in the principal amount of $280,000 to Charles Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company’s business combinations. The note bears interest at a rate of 9.9% per annum, and has a default interest rate of 18% per annum. Interest payments are due and payable on a monthly basis. The Company may prepay the note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding as of December, and the maturity date was extended from August 6, 2025 to November 5, 2025, pursuant to an amendment dated November 13, 2025.

Schedule of Breakdown Current and Long-term Amounts

A breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of March 31, 2026:

 

   Summit Holdings V,
LLC Note
   Tierra Vista Partners,
LLC Note
   Robert Carmichael
Note
   Robert Carmichael
BLU3 Note
   Total 
                     
2026  $346,500   $3,500   $66,793   $50,000   $466,793 
Discount and payments   5,492    52    (37,076)  $(5,000)  $(36,532)
Total Loan Payments  $351,992   $3,552   $29,717   $45,000   $430,261 
Current Portion of Loan Payable  $(351,992)  $(3,552)  $(29,717)  $(45,000)  $(430,261)
Non-Current Portion of Loan Payable  $-   $-   $-   $-   $- 
Schedule of Future Amortization of Loan Payable

 

   Mercedes BMG
(1)
   Navitas BLU3
(2)
   NFS SSI
(3)
   Bank United 2026 BLU3
(4)
   Navitas 2025 BLU3
(5)
   Navitas 2025 BTL
(6)
   Total 
                             
2026   -    -    -   $

21,450

   $6,304   $4,411   $32,165 
2027   -    -    -    -   $7,091   $5,002   $12,093.25 
2028
   -    -    -    -   $7,977   $5,672   $13,649.11 
Thereafter   -    -    -    -   $708   $4,747   $5,455.33 
Total Loan Payments  $0   $-   $0   $

21,450

   $22,081    19,832   $63,362 
Current Portion of Loan Payable  $0   $-   $0   $-   $(6,304)   (4,411)  $(10,715)
Non-Current Portion of Loan Payable  $0   $0   $-   $21,450   $15,777    15,421   $52,647 

 

(1) On August 21, 2020, the Company executed an installment sales contract with Mercedes Benz Coconut Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van. The installment agreement is for $55,841 with a zero interest rate payable over 60 months with a monthly payment of $931 and is personally guaranteed by Mr. Carmichael. The loan balance as of March 31, 2026 was $0. and $8,376 as of December 31, 2025.
   
(2) On May 19, 2021, BLU3 executed an equipment finance agreement with Navitas Credit Corp. (“Navitas”) to finance the purchase of certain plastic molding equipment. The amount financed is $75,764 payable over 60 equal monthly installments of $1,611. The equipment finance agreement contains customary events of default. The loan balance as of March 31, 2026 was $9,444 and $22,915 as of December 31, 2025.
   
(3) On March 23, 2026, BLU3 executed an equipment finance agreement with Bank United to purchase a forklift for the warehouse. The installment agreement is for $21,450.to purchase a forklift. The Interest rate is 12.87%. The monthly installment amount is $574.07 for 48 months. The first payment will be due on 05.01.2026. This loan is personally guaranteed by Mr. Carmichael. respectively.
   
(4) On December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas. The amount financed is $63,689 payable over 36 equal monthly installments of $2,083. The equipment finance agreement contains customary events of default. The loan balance as of March 31, 2026 was $6,140 and $25,465 as of December 31, 2025.
   
(5) On February 12, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas. The amount financed is $32,274 payable over 60 equal monthly installments of $715. The inventory finance agreement contains customary events of default. The loan balance as of March 31, 2026 was $20,851 and $28,123 as of December 31, 2025.
   
(6)

On October 4, 2024, Brownies Third Lung (BTL) an inventory finance agreement to finance the purchase of certain equipment stock through Navitas. The amount financed is $24,620.004 payable over 60 equal monthly installments of $602. The inventory finance agreement contains customary events of default. The loan balance as of March 31, 2026 was $18,780.and $ 19,831 as of December 31, 2025.

Convertible Notes Payable [Member] | Summit Holding V, LLC [Member]  
Debt Instrument [Line Items]  
Schedule of Future Amortization of Notes Payable

 

   Payment Amortization 
     
2026   - 
Total Note Payments  $346,500 
Current portion of note payable   (346,500)
Non-Current Portion of Notes Payable  $- 
Convertible Debenture [Member] | Tierra Vista Partners, LLC [Member]  
Debt Instrument [Line Items]  
Schedule of Future Amortization of Notes Payable

 

   Payment Amortization 
     
2026   - 
Total Note Payments  $3,500 
Current portion of note payable   (3,500)
Non-Current Portion of Notes Payable  $-