Notes Payable

6 Months Ended

Jun. 30, 2025

Notes Payable [Abstract]

NOTES PAYABLE

7 NOTES PAYABLE

Notes payable consists of the following:

Description	Interest Rate			Maturity date	Principal		Accrued Interest		Unamortized debt discount			June 30, 2025 Amount, net		December  31, 2024 Amount, net
Cavalry Fund I LP		18.0	%	Matured	$	482,000	$	145,270	$	-		$	627,270	$	583,648
Mercer Street Global Opportunity Fund, LLC		18.0	%	Matured		482,000		145,269		-			627,269		583,648
2024 notes		0.0 to 18.0	%	February 28, 2025 to October 10, 2025		577,778		39,078		(12,512	)		604,344		502,577
Total notes payable					$	1,541,778	$	329,617	$	(12,512	)	$	1,858,883	$	1,669,873

Interest expense totaled $58,882 and $25,123 for the three months ended June 30, 2025 and 2024, respectively, and $112,460 and $49,491 for the six months ended June 30, 2025 and 2024, respectively.

Amortization of debt discount totaled $30,355 and $2,660 for the three months ended June 30, 2025 and 2024, respectively and $76,550 and $2,660 for the six months ended June 30, 2025 and 2024, respectively,

Cavalry Fund I LP and Mercer Street Global Opportunity Fund, LLC

In terms of the December 30, 2022 Note Amendment Transaction, described in more detail in note 8 below, the Original Warrants issued on February 16, 2021 were irrevocably exchanged for 12-month notes payable in the amount of $482,000 (the “Exchange Notes”) to each of Cavalry and Mercer. This exchange caused the cancellation of the Original Warrants for all purposes.

The Exchange Notes had a maturity date of December 30, 2023 and carried an interest rate of 10% per annum. The Company had the right, but not the obligation, in lieu of a cash payment upon maturity of the Exchange Notes, to issue a total of 1,730,058 shares of Common Stock, as adjusted for any stock splits, dividends or other similar corporate events, in full satisfaction of its obligations under the Exchange Notes (or any pro rata portion of such number of shares in partial satisfaction of such obligations). The Company is under no legal obligation to reserve such number of shares for future issuance.

On February 27, 2024, the maturity date of the notes was extended to April 30, 2024 with an automatic one-month extension each month until such time as the note is declared to be in default, all other terms remain the same as the previous notes. The automatic extension of the maturity date may not extend past November 27, 2024, thereafter all amounts due under the note are immediately due and payable. The Company performed an analysis in terms of ASC 470 and it was determined that the extension was a debt modification, in addition, no additional consideration was paid for the maturity date extension.

With effect from November 27, 2024, the notes accrue interest at 18% per annum, the default interest rate per the note agreement.

2024 Notes

Between May 29, 2024 and November 27, 2024, the Company entered into nine Securities Purchase Agreements with four accredited investors, pursuant to which the Company issued nine notes payable (the “2024 Notes”) with an aggregate principal amount of $577,778 for gross proceeds of $433,333, after taking into account an aggregate original issuance discount of $144,445.

The 2024 Notes mature between February 28, 2025 and October 10, 2025 and bear interest at rates ranging from 0.0% to 8.5% per annum.

The 2024 Notes have restrictions relating to fundamental transactions which require the approval of the note holder, in addition the note holder has an optional redemption right on subsequent transactions that may require the Company to redeem all or part of the Note, at a premium of 120% of the cash amount of the Note, at the note holder’s discretion.

As of June 30, 2025, notes with a principal amount of $1,275,111 and interest thereon of $321,451 are technically in default.