Notes Payable

3 Months Ended

Mar. 31, 2026

Notes Payable [Abstract]

NOTES PAYABLE

7 NOTES PAYABLE

Notes payable consists of the following:

Description	Interest Rate			Maturity date*	Principal		Accrued Interest		March 31, 2026		December 31, 2025
Cavalry Fund I LP		18.0	%	Matured	$	482,000	$	211,303	$	693,303	$	671,613
Mercer Street Global Opportunity Fund, LLC		18.0	%	Matured		482,000		211,303		693,303		671,613
2024 notes		0.0 to 18.0	%	February 28, 2025 to October 10, 2025		577,778		95,844		673,622		653,814
Total notes payable					$	1,541,778	$	518,450	$	2,060,228	$	1,997,040

Interest expense totaled $63,188 and $53,578 for the three months ended March 31, 2026 and 2025, respectively.

Amortization of debt discount totaled $0 and $46,195  for the three months ended March 31, 2026 and 2025, 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. The forbearance period has expired and the notes are in default.

2024 Notes

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.

As of March 31, 2026, the 2024 Notes with an aggregate amount outstanding of $355,038, have matured and have not entered into forbearance agreements, are technically in default.