Notes Payable

12 Months Ended

Dec. 31, 2025

Notes Payable [Abstract]

NOTES PAYABLE

7 NOTES PAYABLE

Notes payable consists of the following:

Description	Interest Rate			Maturity date*	Principal		Accrued Interest		December 31, 2025 Amount, net		December 31, 2024 Amount, net
Cavalry Fund I LP		18.0	%	Matured	$	482,000	$	189,613	$	671,613	$	583,648
Mercer Street Global Opportunity Fund, LLC		18.0	%	Matured		482,000		189,613		671,613		583,648
2024 notes		0.0 to  18.0	%	February 28, 2025 to October 10, 2025		577,778		76,036		653,814		502,577
Total notes payable					$	1,541,778	$	455,262	$	1,997,040	$	1,669,873

* All notes payable are technically in default as they have matured. None of the note payable lenders have formally declared a default to the Company. The company is in process of obtaining forbearance confirmations that the individual notes are not in default. The Company believes it will receive forbearance agreements from the note holders.  If the Company is unsuccessful the debt would be in default.

Interest expense totaled $238,105 and $119,151 for the years ended December 31, 2025 and 2024, respectively.

Amortization of debt discount totaled $89,062 and $55,383 for the years ended December 31, 2025 and 2024, respectively.

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

On February 16, 2021, the Company entered into separate Securities Purchase Agreements (the “SPAs”), with each of Cavalry Fund I LP (“Cavalry”) and Mercer Street Global Opportunity Fund, LLC (“Mercer”), pursuant to which the Company received $500,500 and $500,500 from Cavalry and Mercer, respectively, in exchange for the issuance of: (i) Original Issue Discount 12.5% Convertible Notes (the “Notes” and each a “Note”) in the principal amount of $572,000 to each of Cavalry and Mercer; and (ii) five-year warrants (the “Original Warrants”) issued to each of Cavalry and Mercer to purchase 2,486,957 shares of Common Stock at an exercise price of $0.24 per share.

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 non-convertible promissory notes 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 Company accounted for the aggregate value of the notes issued of $964,000, less the fair value of the warrants exchanged for these notes of $43,608, totaling $920,392 as a component of the loss on convertible debt.

The Exchange Notes had a maturity date of December 30, 2023 and carry an interest rate of ten percent (10%).

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.

On March 30, 2026, effective December 31, 2025, Cavalry and Mercer entered into a forbearance agreement with the Company whereby the notes will forbear until May 1, 2026. Thereafter the notes will be in default.

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 non-convertible promissory notes (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 matured between February 28, 2025 and October 10, 2025 and bear interest at rates ranging from 0.0% to 18.0% 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.