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Convertible Debt

6 Months Ended

Jun. 30, 2025

CONVERTIBLE DEBT

Convertible debt 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		18.00	%*	Matured	$	819,371	$	56,512	$	-		$	875,883	$	836,942
Mercer Street Global Opportunity Fund, LLC		18.00	%*	Matured		1,042,701		78,878		-			1,121,579		1,051,013
Red Road Holdings Corporation		24.98	%**	Matured		-		-		-			-		20,085
		24.51	%**	Matured		-		-		-			-		173,798
Quick Capital LLC		11.03	%**	Matured		-		-		-			-		64,171

2023, 2024 and 2025 convertible debt		8.00 to 12.00	%	Matured to April 29, 2026		3,254,752		408,176		(90,198	)		3,572,730		2,870,196
Total convertible debt					$	5,116,824	$	543,566	$	(90,198	)	$	5,570,192	$	5,016,205

*	The Cavalry Fund LLP and Mercer Street Global Opportunity Fund, LLC, notes are accruing interest at the default interest rate of 18% with effect from November 27, 2024, prior to November 27, 2024, interest was accrued at 10% per annum.

**	The Red Road Holdings Corporation and Quick Capital LLC, interest rates are effective interest rates as these convertible notes have a fixed interest charge which is earned on the issuance date, regardless of when payments are made.

***	All convertible debt is technically in default due to the default on a certain convertible note. None of the convertible debt lenders have formally declared a default to the Company, other than one investor with an aggregate balance outstanding of $18,812.

Interest expense totaled $149,997 and $119,079 for the three months ended June 30, 2025 and 2024, respectively and $307,591 and $229,848 for the six months ended June 30, 2025 and 2024, respectively.

Amortization of debt discount totaled $30,079 and $317,686 for the three months ended June 30, 2025 and 2024, respectively, and $101,941 and $637,585 for the six months ended June 30, 2025 and 2024, respectively.

The Cavalry and Mercer convertible notes have variable conversion prices based on a discount to market price of trading activity over a specified period of time. The variable conversion features were valued using a Black Scholes valuation model. The difference between the fair market value of the Common Stock and the calculated conversion price on the issuance date was recorded as a debt discount with a corresponding credit to derivative financial liability.

Cavalry and Mercer December 2022 Note Amendment Transaction

The Company twice extended its indebtedness to each Cavalry and Mercer. On February 3, 2022, the Company agreed to extend the maturity date of the Cavalry/Mercer Notes to August 16, 2022. Additionally, on August 30, 2022, the Company entered agreements for an additional maturity date extension to November 16, 2022. In consideration for the second extension, the Company agreed to (i) increase the principal amount outstanding and due to Cavalry and Mercer under the Cavalry/Mercer Notes by twenty percent (20%) and (ii) issue to each of Cavalry and Mercer a new five-year warrant (each, an “Extension Warrant”) to purchase an additional 100,000 shares of Common Stock at an exercise price of $4.50 per share. The Extension Warrant contains the same terms and provisions in all material respects as the Original Warrants, except for the difference in exercise price.

Cavalry and Mercer December 2022 Note Amendment Transaction (continued)

On December 30, 2022, the Company again extended the maturity dates of each of the Cavalry/Mercer Notes to December 30, 2023. Each of Cavalry and Mercer entered into Note Amendment Letter Agreement with the Company (the “Note Amendment”) pursuant to which the parties agreed to the following:

(1)

The conversion price of the Cavalry/Mercer Notes was reduced from $4.50 to $0.345 per share (such reduced conversion price being the current conversion price of the Notes give the passage of the November 16, 2022 maturity date of the Cavalry/Mercer Notes). As a result of this change in conversion price, under the existing terms of the Cavalry/Mercer Notes, the 100,000 shares of Common Stock underlying the Extension Warrants was increased to 1,304,348 shares;

(2)

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”). This exchange caused the cancellation of the Original Warrants for all purposes. The Exchange Notes have a maturity date of December 30, 2023 and carry an interest rate of ten percent (10%). The Company shall have the right, but not the obligation, in lieu of a cash payment upon maturity of the Exchange Notes, to issue a total 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;

(3)

Each of Cavalry and Mercer agreed (i) not to convert all or any portion of the Cavalry/Mercer Notes until after March 30, 2023 and (ii) waive any events of default under the Cavalry/Mercer Notes and the Cavalry/Mercer SPAs;

(4)

Certain other warrants held by Cavalry and Mercer which contain a mandatory exercise provision allowing us to force exercise of such warrants if the price of the Common Stock is $1.80 per share or above were amended effective December 30, 2022 to reduce such forced exercise price to $1.20 per share; and

(5)

The Company was obligated to register the shares of Common Stock underlying the Cavalry/Mercer Notes and the shares underlying all warrants held by Cavalry and Mercer for resale with the Securities and Exchange Commission and the Company filed the registration statement to satisfy such registration obligation.

As a result of the reduction in the conversion price of the Cavalry/Mercer Notes, certain other warrants held by third parties have their exercise price of such warrants reduced to $0.345 per share. All of the shares of our Common Stock underlying the Cavalry/Mercer Notes as amended and all warrants held by Cavalry and Mercer as adjusted were registered for resale pursuant to a registration statement that was declared effective on February 6, 2023.

The amendments to the Cavalry/Mercer Notes were evaluated in terms of ASC 470, Debt, to determine if the amendments to the Cavalry/Mercer Notes were considered a modification of the debt or an extinguishment of the debt. Based on the penalty interest incurred on the convertible notes of $836,414, the reduction in the conversion price of the Cavalry/Mercer Notes from $4.50 to $0.345 per share, which was valued at $1,499,577 using a Black-Scholes valuation model, the issuance of additional warrants to the Cavalry and Mercer valued at $238,182 using a Black-Scholes valuation model and the conversion of certain warrants held by Cavalry and Mercer to notes payable, resulting in an additional charge of $920,392, consisting of a mark-to-market warrant cost of $(43,608) and the value of the notes of $964,000 (see note 12 above) and the value of full rachet provisions of certain of the warrants issued to the Cavalry and Mercer amounting to $841,003 (see note 14 below), the amendment of the Cavalry/Mercer Notes was determined to be a debt extinguishment.

Effective December 30, 2023 on February 27, 2024, the Company again extended the maturity dates of each of the Cavalry/Mercer Notes 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.

Cavalry Fund LLP

On February 16, 2021, the Company closed a transaction with Cavalry pursuant to which the Company received net proceeds of $500,500, after an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022. The Note was convertible into shares of Common Stock at an initial conversion price of $0.23 per share, in addition, the Company issued a warrant exercisable for 82,899 shares of Common Stock at an initial exercise price of $7.20 per share.

As described more fully above, the maturity date of the note was extended to August 16, 2022, additionally to November 16, 2022, additionally to December 30, 2023 and again 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 is currently negotiating with Cavalry to place the note into forbearance, currently interest is being accrued at the default interest rate of 18% per annum in terms of the agreement.

In consideration for the November 16, 2022 extension, the Company agreed to (i) increase the principal amount outstanding and due to Cavalry by twenty percent (20%) and (ii) issue a new five-year warrant to purchase an additional 100,000 shares of Common Stock at an exercise price of $4.50 per share. In consideration of the December 30, 2022 extension, the Company agreed to the following terms; (i) the conversion price of the Note was reduced from $4.50 to $0.345 per share; (ii) Cavalry agreed (a) not to convert all or any portion of the Notes until after March 30, 2023 and (b) waive any events of default under the Note and the SPA; (iii) the Company agreed to and registered the shares of Common Stock underlying the Note and the shares underlying all warrants held by Cavalry for resale with the Securities and Exchange Commission and filed the registration statement to satisfy the Company’s registration obligation.

Between August 24, 2023 and November 20, 2023, Cavalry converted $139,726 of interest and $192,774 of principal into 963,769 shares of Common Stock at a conversion price of $0.345 per share realizing a loss on conversion of $42,210.

Between September 5, 2024 and November 11, 2024, Cavalry converted an aggregate of $79,608 of principal and $88,876 of interest into 2,005,762 shares of Common Stock at a conversion price of $0.084 per share realizing a loss on conversion of $37,490. Such conversion caused a reduction in the $0.345 conversion price of the notes described above to $0.084.

Between January 14, 2025 and June 27, 2025, Cavalry converted an aggregate $35,213 of interest into 33,032,240 shares of common stock at an average conversion price of $0.00107 per share. The Company realized a loss on conversion of $69,628.

In terms of the agreement with Cavalry, the conversion price of the convertible note will be adjusted downwards on any dilutive issuances. The conversion price of the convertible debt has been adjusted to $0.0005, the lowest conversion price of conversions executed during the six months ended June 30, 2025.

The balance of the Cavalry Note plus accrued interest at June 30, 2025 was $875,883.

Mercer Street Global Opportunity Fund, LLC

On February 16, 2021, the Company closed a transaction with Mercer, pursuant to which the Company received net proceeds of $500,500, after an original issue discount of $71,500 in exchange for the issuance of a $572,000 Senior Secured Convertible Note, bearing interest at 10% per annum and maturing on February 16, 2022. The Note is convertible into shares of Common Stock at an initial conversion price of $6.90 per share, in addition, the Company issued a warrant exercisable for 82,899 shares of Common Stock at an initial exercise price of $7.20 per share.

As described more fully above, the maturity date of the note was extended to August 16, 2022, additionally to November 16, 2022, additionally to December 30, 2023 and again 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 is currently negotiating with Mercer to place the note into forbearance, currently interest is being accrued at the default interest rate of 18% per annum in terms of the agreement.

In consideration for the November 16, 2022 extension, the Company agreed to (i) increase the principal amount outstanding and due to Mercer by twenty percent (20%) and (ii) issue a new five-year warrant to purchase an additional 100,000 shares of Common Stock at an exercise price of $4.50 per share. In consideration of the December 30, 2022 extension, the Company agreed to the following terms; (i) the conversion price of the Note was reduced from $4.50 to $0.345 per share; (ii) Mercer agreed (a) not to convert all or any portion of the Notes until after March 30, 2023 and (b) waive any events of default under the Note and the SPA; (iii) the Company agreed to and registered the shares of Common Stock underlying the Note and the shares underlying all warrants held by Mercer for resale with the Securities and Exchange Commission and filed the registration statement to satisfy the Company’s registration obligation.

Between May 19, 2023 and August 30, 2023, Mercer converted an aggregate of $100,000 into 289,856 shares of common stock at a conversion price of $0.345 per share, realizing a loss on conversion of $48,551.

Between August 20, 2024 and November 11, 2024, Mercer converted an aggregate of $197,348 of interest into 2,349,380 shares of Common Stock at a conversion price of $0.084 per share, realizing a loss on conversion of $89,527. Such conversion caused a reduction in the $0.345 conversion price of the notes described above to $0.084.

The balance of the Mercer Note plus accrued interest at June 30, 2025 was $1,121,579.

Red Road Holdings Corporation

	●	On April 2, 2024, the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $70,000, after an original issue discount and fees of $18,500 in exchange for the issuance of a $88,500 Convertible Note (“RRH Note 4”), bearing interest at 15%, which interest was earned on issuance of the note, an effective interest rate of 24.98%, and matured on December 30, 2024. The RRH Note 4 had mandatory repayments of $61,065 on September 30, 2024 and $13,570 per month on October 30, 2024, November 30, 2024 and December 30, 2024. The RRH Note 4 is convertible into shares of Common Stock at a variable conversion rate of 65% of the lowest trading price ten trading days before conversion. During the quarter ended December 31, 2024, the Company repaid $88,385 of the principal and interest outstanding. The final instalment was not made and a penalty charge of 150% of the total balance outstanding, amounting to $6,695 was recorded by the Company on December 30, 2024.

		On January 7, 2025 and January 8, 2025, Red Road Holdings converted an aggregate of $20,085, into 652,654 shares of Common Stock at a weighted average conversion price of $0.0308 (conversion prices ranging from $0.0325 to $0.02782), realizing a loss on conversion of $13,363, thereby extinguishing the note.

●

On June 25, 2024, the Company closed a transaction with RRH pursuant to which the Company received net proceeds of $100,000, after an original issue discount and fees of $25,080 in exchange for the issuance of a $125,080 Convertible Note (“RRH Note 5”), bearing interest at 15%, which interest is earned on issuance of the note, an effective interest rate of 24.51%, and maturing on March 30, 2025. The RRH Note 5 has mandatory repayments of $93,498 on December 30, 2024 and $16,782 per month on January 30, 2025, February 28, 2025 and March 30, 2025. The RRH Note 5 is convertible into shares of Common Stock at a variable conversion rate of 65% of the lowest trading price ten trading days before conversion.

The first instalment was not made, automatically placing the note into default, with a penalty charge of 150% of the total balance outstanding of $71,921 recorded by the Company on December 30, 2024.

Between January 13, 2025 and May 8, 2025, RRH converted an aggregate of $191,772, including an aggregate penalty of $54,000 into 117,230,187 shares of common stock at a weighted average conversion price of $0.00164, realizing a loss on conversion of $116,055.

On May 8, 2025, RRH entered into an assignment agreement, whereby the remaining balance of the convertible note of $77,991 was assigned to a third party, who in turn assigned a portion of the convertible note to eight parties (the “assignees”). Between May 22, 2025 and May 23, 2025, the assignees and the third party converted the remaining RRH 5 note of $77,991 into 88,626,136 shares of common stock at a conversion price of $0.00088 per share, resulting in a loss on conversion of 323,964, and thereby extinguishing the note.

Quick Capital, LLC

●

On May 28, 2024, the Company closed a transaction with Quick Capital pursuant to which the Company received net proceeds of $46,500, after an original issue discount and fees of $10,644 in exchange for the issuance of a $57,144 Convertible Note (“Quick Cap Note 2”), bearing interest at an effective interest rate of 11.03% per annum, which interest is earned on issuance of the note, and maturing on November 28, 2024. The Quick Cap Note 2 has monthly repayments of $15,429 commencing on July 28, 2024. The Note is convertible into shares of Common Stock at an adjusted conversion price of $0.084 per share, in addition, the Company issued a warrant exercisable for 178,882 shares of Common Stock at an initial exercise price of $0.345 per share. The warrant has full ratchet price protection which has resulted in the number of shares exercisable under the warrant increasing to 734,694 and the exercise price being amended to $0.084 per share.

No repayments have been made on the Quick Capital Note 2 which provides for a no notice default, whereupon the note accrued penalty interest at a rate of 24% per annum on the total balance outstanding. The note holder did not apply the penalty interest to the balance outstanding. On November 28, 2024, the maturity date of the note, a penalty charge of 150% of the balance outstanding of $30,856 was recorded by the Company as additional principal outstanding.

On December 6, 2024, Quick Capital converted an aggregate of $29,400, including a penalty of $1,000 into 350,000 shares of Common Stock at a conversion price of $0.084 per share, realizing a loss on conversion of $280.

Between January 7, 2025 and March 28, 2025, Quick Capital converted an aggregate of $71,900, including a penalty of $7,729 into 15,924,541 shares of common stock at a weighted average conversion price of $0.0045 (conversion prices ranging from $0.0325 to $0.001105), realizing a loss on conversion of $29,641, thereby extinguishing the note.

2023, 2024 and 2025 Convertible Notes

Between February 13, 2023 and November 27, 2023, the Company entered into Securities Purchase Agreements with 30 accredited investors to purchase convertible notes (the “2023 Convertible Notes”), receiving an aggregate of $2,026,666 in gross proceeds from the 2023 convertible notes.

Between February 6, 2024 and October 23, 2024, the Company entered into Securities Purchase Agreements with 9 accredited investors to purchase convertible notes (the “2024 Convertible Notes”), receiving an aggregate of $575,002 in gross proceeds from the 2024 Convertible Notes.

Between January 7, 2025 and June 24, 2025, the Company entered into Securities Purchase Agreements with 2 accredited investors to purchase convertible notes (the “2025 Convertible Notes”), receiving an aggregate of $417,000 in gross proceeds from the 2025 Convertible Notes, net of original issue discount of $6,000.

In terms of the above private placements through the issuance of :

●

the 2023 Convertible Notes, the 2024 Convertible Notes and the 2025 Convertible notes; and

●

five-year warrants to purchase an aggregate 5,696,586 shares of Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events), associated with the 2023 Convertible Notes (the “2023 Warrants”), five year warrants to purchase an aggregate of 579,711 shares of Common Stock at an exercise price of $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events), associated with the 2024 Convertible Notes (the “2024 Warrants”), and five year warrants to purchase an aggregate of 42,654,761 shares of common stock at exercise prices ranging from $0.0005 to $0.084 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events), associated with the 2025 Convertible Notes (the “2025 Warrants”). Warrants exercisable for 40,000,000 shares of common stock have price protection which reduces the exercise price of the warrant for any subsequent stock issuances lower than the current exercise price.

The 2023 Convertible Notes, the 2024 Convertible Notes, and the 2025 Convertible Notes bear interest at rates ranging from 8.0% to 12.0% per annum, and are convertible into shares of common stock at a conversion price of $0.0005 to $0.345 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events). The 2023 Convertible Notes, the 2024 Convertible Notes and the 2025 Convertible Notes may be prepaid at any time without penalty.

The Company is under no obligation to register the shares of Common Stock underlying the 2023 Convertible Notes, the 2024 Convertible Notes, the 2025 Convertible Notes or the 2023 Warrants, the 2024 Warrants and the 2025 Warrants, for public resale.

The 2023 Convertible Notes, the 2024 Convertible Notes, the 2025 Convertible Notes and the 2023 Warrants, the 2024 Warrants and the 2025 Warrants, contain conversion limitations providing that a holder thereof may not convert or exercise such securities to the extent that, if after giving effect to such conversion or exercise, the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the outstanding shares of the Common Stock immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61st day after such notice.

On December 14, 2023, two notes totaling $225,000 ($200,000 and $25,000, respectively) which matured on December 31, 2023 were extended for an additional 3 months to March 30, 2024. In exchange for the extension, the Company issued the note holders additional warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345 per share. On May 4, 2024, the maturity date of the $200,000 note was further extended to June 14, 2024, and the maturity date of the $25,000 note was further extended to June 30, 2024. In exchange for the maturity date extension, the Company issued to the note holders additional warrants exercisable for 292,463 shares of Common Stock at an exercise price of $0.345 per share.

On March 14, 2024, the Company extended the maturity date of 11 convertible notes maturing between February 13, 2024 and February 23, 2024 by an additional six months and as consideration for the extension, the note holders were issued additional warrants exercisable for 387,673 shares of Common Stock at an exercise price of $0.345 per share. The modification was assessed in terms of ASC 470 and determined to be a debt extinguishment, resulting in the warrant value of $66,047 being expensed as a loss on convertible debt.

The Company attempted to extend the maturity date of the convertible debt to December 31, 2025, however this was not formally agreed to and was not approved by the Board of Directors, the Company is still pursuing a global settlement with all convertible note holders and note holders, no agreement has been reached as of the date of this report.

The 2023 Convertible Notes have an aggregate amount outstanding of $2,367,608 have all matured, and are technically in default, none of the 2023 Convertible Note investors have declared a default.

The 2024 Convertible Notes have an aggregate amount outstanding of $641,887, net of unamortized debt discount of $7,273, of which convertible notes with an aggregate amount outstanding of $543,681 matured and are technically in default.

One noteholder with an aggregate amount outstanding of $22,704 declaring a default, none of the other investors have declared a default, this investor has not demanded payment as yet. The Company has advanced notes receivable to Business Warrior in an aggregate principal amount of $406,190 and accrued interest thereon of $11,540. These investments were made out of proceeds received on notes payable of $311,111 and convertible debt of $138,856 in the prior year from two investors who are in control of Business Warrior. We intend to negotiate a global settlement whereby we will either collect the funds from Business Warrior or these two investors and utilize the proceeds to settle our notes payable and convertible debt with these two investors, we do not expect to incur a loss or gain on a negotiated settlement with these two investors.

The 2025 Convertible Notes have an aggregate amount outstanding of $563,233, net of unamortized debt discount of $82,925.