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DERIVATIVE LIABILITY
6 Months Ended
Jun. 30, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE LIABILITY

NOTE 7 - DERIVATIVE LIABILITY

 

The Convertible Promissory Notes with Vanquish Funding Group, Inc. with issue dates of November 13, 2025, December 2, 2025 and January 16, 2026 are accounted for under ASC 815.  Because the conversion price varies with the market price of the Company’s common stock, the conversion feature is not considered indexed to the Company’s own stock and does not qualify for the scope exception in ASC 815-40; accordingly, the conversion feature is bifurcated from the debt host and accounted for as a derivative liability. The Company’s derivative liabilities have been measured at fair value using the Monte Carlo simulation model at June 30, 2026 and binomial model at all other periods (the “fair value models”). The Company changed its valuation technique to a Monte Carlo simulation model during the three months ended June 30, 2026 to better reflect the path-dependent conversion price mechanics of the notes; the change is accounted for prospectively as a change in accounting estimate.

 

The inputs into the fair value models are as follows:

 

                              
   June 30, 2026  March 31, 2026  January 16, 2026  December 31, 2025  December 2, 2025  November 13, 2025
Closing share price  $0.0012   $0.0012   $0.0017   $0.0016   $0.0011   $0.0024 
Conversion price   $0.0009   $0.0008   $0.0011   $0.0007   $0.0008   $0.0013 
Risk free rate   3.92%   3.70%   3.70%   4.29%   3.90%   3.90%
Expected volatility   148.7%   154% - 193%    234%   227%   258%   256%
Dividend yield   0%   0%   0%   0%   0%   0%
Expected life   0.29 years    0.38 - 0.54 years    0.75 years    0.62 - 0.71 years    0.79 years    0.75 years 

  

The fair value of the convertible promissory note derivative liability relating to the Convertible Promissory Notes issued to Vanquish Funding Group, Inc. on January 16, 2026 was $113,804 at issuance, of which $80,000 was recorded as a debt discount and the remainder of $33,804 was recorded as initial derivative expense. During the six months ended June 30, 2026, the convertible promissory note derivative liability was reduced by $239,729 for settlement of derivative liabilities upon Notes fully repaid in cash by the Company. The decrease in the fair value of the conversion option derivative liability of $210,839 is recorded as a gain in the consolidated statements of operations for the six months ended June 30, 2026. The convertible promissory note derivative liability on June 30, 2026 and December 31, 2025 is $58,700 and $395,464, respectively.

 

The fair value of the derivative liability relating to the Notes issued to 1800 Diagonal Lending LLC on April 16, 2025 was $310,220 of which $75,000 was recorded as a debt discount and the remainder of $235,220 was recorded as initial derivative expense. The decrease in the fair value of the conversion option derivative liability of $171,453 is recorded as a gain in the consolidated statements of operations for the six months ended June 30, 2025.