Gain (Loss) on Settlement Cancellation and Repricing of Securities

12 Months Ended

Dec. 31, 2025

Gain (Loss) on Settlement Cancellation and Repricing of Securities [Abstract]

GAIN (LOSS) ON SETTLEMENT CANCELLATION AND REPRICING OF SECURITIES

11 GAIN (LOSS) ON SETTLEMENT, CANCELLATION AND REPRICING OF SECURITIES

The gain (loss) on settlement, cancellation and repricing of securities consists of the following:

	December 31, 2025			December 31, 2024
Penalty on convertible note	$	(61,729	)	$	(117,083	)
Loss on conversion of convertible debt		(1,428,517	)		(170,246	)
Loss on repriced convertible debt		(4,969,841	)		(4,318,669	)
Fair value gain on cancellation of price protected warrants		12,794,203			-
Expense on extension of maturity date of convertible notes		-			(102,353	)
Loss on convertible note default conversion feature		-			(56,329	)
	$	6,334,116		$	(4,764,680	)

Penalty on convertible debt

Between September 6, 2024 and December 6, 2024, $3,000 of additional conversion penalties on convertible note conversions were charged to the Company, in addition between August 6, 2024 and December 30, 2024 as additional penalty of 150% of the outstanding balance, including interest of certain convertible notes was charged to the Company, amounting to $114,083.

Between January 7, 2025 and September 30, 2025, $61,729 of additional conversion penalties on convertible debt conversions were charged to the Company.

Loss on conversion of convertible debt

Between August 6, 2024 and December 6, 2024, in terms of conversion notices received from 4 convertible note holders, the Company issued 5,261,557 shares of common stock for the conversion of an aggregate amount of $441,971 of convertible debt at a conversion price of $0.084 per share, realizing an aggregate loss on conversion of $170,246.

Between January 7, 2025 and December 22, 2025, in terms of conversion notices received from 8 convertible note holders, the Company issued 412,041,101 shares of common stock for the conversion of $1,281,724 of convertible debt at a weighted average conversion price of $0.003111 (conversion prices ranging from $0.0005 to $0.0325), realizing an aggregate loss on conversion of $1,428,517.

Loss on repriced convertible debt

On August 6, 2024, the Company received a conversion notice from an accredited note holder converted $13,833 of the remaining principal, interest and late payment penalty under the note into 164,679 shares of Common Stock at a conversion price of $0.084 per share, which is a Triggering Event, and resulted in all of the outstanding convertible debt and warrants of the Company that contain price based anti-dilution protection had the conversion prices of such notes and the exercise price of such warrants adjusted to $0.084 per share and certain warrants of the Company that contain “full-rachet” anti-dilution price protection had the number of shares exercisable for such warrants increased by the full ratchet provision and the conversion prices of such warrants adjusted to $0.084 per share.

The value of the derivative liability related to the anti-dilution price protected convertible notes was evaluated immediately prior to the Triggering Event and immediately after the Triggering Event, resulting in an additional derivative liability and loss on convertible notes of $4,318,669.

On June 2, 2025, an accredited note holder converted $4,300 of convertible debt and interest into 8,600,000 shares of common stock at a conversion price of $0.0005 per share, which is a Triggering Event and resulted in all of the outstanding convertible debt and warrants of the Company that contain price based anti-dilution protection had the conversion prices of such notes and the exercise price of such warrants adjusted to $0.0005 per share and certain warrants of the Company that contain “full-rachet” anti-dilution price protection had the number of shares exercisable for such warrants increased by the full ratchet provision and the conversion prices of such warrants adjusted to $0.0005 per share.

The value of the derivative liability related to the anti-dilution price protected convertible debt was evaluated immediately prior to the Triggering Event and immediately after the Triggering Event, resulting in an additional derivative liability and loss on convertible debt of $16,925,718. On August 13, 2025, the Company entered into an agreement with Cavalry and Mercer and their affiliated entities, repricing the conversion feature of certain convertible notes from prices ranging from $0.0005 to $0.345 per share to a conversion price of $0.01 per share, resulting in a gain on repricing of convertible debt and a reduction in derivative liability of $11,955,877, resulting in a net loss on repriced convertible notes of $4,969,841.

Fair value gain on cancellation of price protected warrants

On December 9, 2025, the Company issued 10,000,000 shares of common stock to two accredited investors in exchange for the cancellation of warrants exercisable for 1,853,425,066 shares of common stock at exercise prices ranging from $0.0005 per share to $0.345 per share). Included in these warrants were certain warrants subject to derivative liability due to the cash consideration terms of the warrants. The fair value of these warrants subject to derivative liability was $12,794,203 on the date of cancellation.

Expense on extension of maturity date of convertible notes

On March 14, 2024, the Company extended the maturity date of 11 convertible notes which matured between February 13, 2024 and February 23, 2024 by six months and issued the note holders additional warrants exercisable for 387,673 shares of Common Stock, the modification of the terms and the issue of the new warrants was assessed as a debt extinguishment.

On May 4, 2024, the maturity date of two notes totaling $225,000 which originally matured on December 31, 2023 and which maturity dates were extended to March 30, 2024, 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, on June 14, 2024, the Company issued to note holders warrants exercisable for 292,463 shares of Common Stock, the modification of the terms and the issue of the new warrants was assessed as a debt extinguishment.

The debt extinguishments resulted in a charge of $102,353 for the year ended December 31, 2024

Loss on convertible note default conversion feature

The Company was unable to make a payment on a convertible note on July 28, 2024, which resulted in the triggering of a variable priced conversion feature, giving rise to a derivative liability on the payment due date, this gave rise to an additional derivative liability and loss on convertible notes of $56,329.