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Convertible Debt

3 Months Ended

Mar. 31, 2026

8	CONVERTIBLE DEBT

Convertible debt payable consists of the following:

Description	Interest Rate			Maturity date**	Principal		Accrued Interest		Unamortized debt discount			March 31, 2026 Amount, net		December 31, 2025 Amount, net
Cavalry Fund I LP		18.00	%*	Matured	$	819,371	$	154,063	$	-		$	973,434	$	936,563
Mercer Street Global Opportunity Fund, LLC		18.00	%*	Matured		1,042,701		207,027		-			1,249,728		1,202,806
2023, 2024, 2025 and 2026 convertible notes		8.00 to 12.00	%	Matured to March 19, 2027		3,227,019		476,348		(191,847	)		3,511,520		3,217,255

Total convertible notes payable					$	5,089, 091	$	837,438	$	(191,847	)	$	5,734,682	$	5,356,624

*	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.
**	All convertible notes payable are technically in default due the default on a 2024 convertible note for which a default was declared. The Company is in the process of obtaining forbearance agreements from certain convertible note holders. If the Company is unsuccessful the convertible debt would be in default.

Interest expense totaled $146,136 and $157,594 for the three months ended March 31, 2026 and 2025, respectively.

Amortization of debt discount totaled $94,130 and $71,862 for the three months ended March 31, 2026 and 2025, respectively.

The Cavalry, Mercer, and certain of the 2025 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.

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 non-convertible promissory notes 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 (see Derivative liability note below).

Between January 14, 2025 and August 12, 2025, Cavalry converted an aggregate $49,915 of interest into 58,163,177 shares of common stock at an average conversion price of $0.00086 per share. The Company realized a loss on conversion of $162,365.

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 year ended December 31, 2025.

On August 13, 2025, the Company entered into an agreement to modify the conversion price of the Cavalry convertible debt from $0.0005 to a conversion price of $0.01 per share of common stock, thereby reducing the number of shares of common stock that the aggregate convertible debt at December 31, 2025 is convertible into from 1,873,126,639 to 93,656,332. This is subject to certain conditions, including i) if the shares of common stock trade above $0.04 during the period expiring on December 31, 2025, the investors may convert up to 10% of the aggregate debt outstanding, ii) if the common stock trades below $0.01 and/or the Company generates no revenue by December 31, 2025, then the conversion price reverts to the original conversion price per common stock, iii) the Company has to produce revenues of at least $250,000 prior to December 31, 2025, and iv) the Company will seek approval to increase it authorized common stock by October 31, 2025, by a number to be determined by the management of the Company, failing which the original terms of the convertible note would prevail. On October 3, 2025, the Company increased its authorized shares of common stock to 1,500,000,000 shares.

The Company was not able to maintain its stock price above $0.01 per share and had not generated any revenues as of December 31, 2025, not meeting the terms of the agreement. However, on March 30, 2026, effective December 31, 2025, the Company entered into a forbearance agreement with Cavalry and Mercer to forbear the convertible notes until May 1, 2026 and to retain the conversion price of $0.01 per share, unless the Company’s common stock trades at or above $0.04 per share at any time during the forbearance period, Cavalry will be eligible to convert an aggregate of 10% of the total outstanding debt, failing which the original terms of the convertible note will prevail. The forbearance agreement expired on May 1, 2026, placing the notes into a technical default, although no default has been declared as yet. The conversion price reverted to $0.0005 per share on May 1, 2026, a new agreement has not been reached with Cavalry

The balance of the Cavalry Note plus accrued interest at March 31, 2026 was $973,434.

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 (see derivative liability note below).

Between January 14, 2025 and August 12, 2025, Mercer converted an aggregate $52,548 of interest into 61,933,790 shares of common stock at an average conversion price of $0.00085 per share. The Company realized a loss on conversion of $184,992.

On August 13, 2025, the Company entered into an agreement to modify the conversion price of the Mercer convertible debt from $0.0005 to a conversion price of $0.01 per share of common stock, thereby reducing the number of shares of common stock that the aggregate convertible debt at December 31, 2025 is convertible into from 2,405,612,206 to 120,280,610 shares. This is subject to certain conditions, including i) if the shares of common stock trade above $0.04 during the period expiring on December 31, 2025, the investors may convert up to 10% of the aggregate debt outstanding, ii) if the common stock trades below $0.01 and/or the Company generates no revenue by December 31, 2025, then the conversion price reverts to the original conversion price per common stock, iii) the Company has to produce revenues of at least $250,000 prior to December 31, 2025, and iv) the Company will seek approval to increase it authorized common stock by October 31, 2025, by a number to be determined by the management of the Company, failing which the original terms of the convertible note would prevail. On October 3, 2025, the Company increased its authorized shares of common stock to 1,500,000,000 shares.

The Company was not able to maintain its stock price above $0.01 per share and had not generated any revenues as of December 31, 2025, not meeting the terms of the agreement. However, on March 30, 2026, effective December 31, 2025, the Company entered into a forbearance agreement with Cavalry and Mercer to forbear the convertible notes until May 1, 2026 and to retain the conversion price of $0.01 per share, unless the Company’s common stock trades at or above $0.04 per share at any time during the forbearance period, Mercer will be eligible to convert an aggregate of 10% of the total outstanding debt, failing which the original terms of the convertible notes will prevail. The forbearance agreement expired on May 1, 2026, placing the notes into a technical default, although no default has been declared as yet. The conversion price reverted to $0.0005 per share on May 1, 2026, a new agreement has not been reached with Mercer.

The balance of the Mercer Note plus accrued interest at March 31, 2026 was $1,249,728.

2023, 2024, 2025 and 2026 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 December 5, 2025, the Company entered into Securities Purchase Agreements with 6 accredited investors to purchase convertible notes (the “2025 Convertible Notes”), receiving an aggregate of $817,000 in gross proceeds from the 2025 Convertible Notes, net of original issue discount of $43,500.

On April 18, 2025, the Company entered into a debt exchange agreement with our previous CFO, Mr. Rosenblum, whereby $210,000 of accrued payroll was exchanged for a convertible note with an exercise price of $0.02 per share, maturing on January 6, 2026. The note bears interest at 8% per annum. On April 29, 2025, the board of directors amended the exercise price to $0.005 per share.

Between February 27, 2026 and March 19, 2026, the Company entered into Securities Purchase Agreements with 6 accredited investors to purchase convertible notes (the “2026 Convertible Notes”), receiving an aggregate of $285,000 in gross proceeds from the 2026 Convertible Notes, net of debt discount of $85,208.

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

●

the 2023 Convertible Notes, the 2024 Convertible Notes, the 2025 Convertible notes, the 2026 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”), five year warrants to purchase an aggregate of 55,204,761 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”) and three year to purchase an aggregate of 1,250,000 shares of common stock at exercise price of $0.02 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events) and five year to purchase an aggregate of 16,000,000 shares of common stock at exercise price of $0.01 per share (as adjusted for stock splits, stock combinations, dilutive issuances and similar events), associated with the 2026 Convertible Notes (collectively, the “2026 Warrants”) warrants. Certain of the warrants have price protection which reduces the exercise price of the warrant for any subsequent stock issuances lower than the current exercise price.

Convertible notes with a principal balance outstanding of $187,500 have a variable priced component to its conversion feature. The conversion price is the lower of $0.01 per share and 90% of the volume weighted lowest average share price over a 20-day trading period, this gives rise to a derivative liability as disclosed in the derivative liability note below.

The 2023 Convertible Notes, the 2024 Convertible Notes, the 2025 Convertible Notes and the 2026 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, the 2026 Convertible notes, or the 2023 Warrants, the 2024 Warrants, the 2025 Warrants and the 2026 Warrants, for public resale.

The 2023 Convertible Notes, the 2024 Convertible Notes, the 2025 Convertible Notes, the 2026 Convertible notes and the 2023 Warrants, the 2024 Warrants, the 2025 Warrants and the 2026 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.

On June 2, 2025, a 2024 convertible note holder converted principal of $2,138 and interest of $2,162, totaling $4,300 into 8,600,000 shares of common stock at a conversion price of $0.0005, realizing a loss on conversion of 54,180.

On September 30, 2025, a 2023 convertible note holder converted principal of $250,000 and interest of $40,500 into 14,525,000 shares of common stock at a conversion price of $0.02 per share, realizing a loss on conversion of $50,838.

On October 9, 2025, a 2023 convertible note holder converted principal of $315,000 and interest of $72,712 into 19,385,616 shares of common stock at a conversion price of $0.02 per share, realizing a loss on conversion of $191,918.

On October 6, 2025, a 2025 convertible note holder with an aggregate principal amount outstanding of $210,000 assigned his note to a third party. On October 15, 2025, the third party converted principal and interest outstanding of $85,000 into 17,000,000 shares of common stock at a conversion price of $0.005 per share, in addition, on December 22, 2025, the third party converted an additional $50,000 of principal and interest into 10,000,000 shares of common stock at a conversion price of $0.005 per share, realizing a total loss on conversion of $301,200.

On February 9, 2026, the third party converted an additional $62,000 of principal and interest into 13,000,000 shares of common stock at a conversion price of $0.005 per share, realizing a loss on conversion of $94,000.

The 2023 convertible notes have an aggregate outstanding balance of $1,792,558. 2023 Convertible Notes with an aggregate amount outstanding of $1,322,740 have matured, have not entered into forbearance agreements, and are technically in default, none of the 2023 Convertible Note investors have declared a default.

The 2025 Convertible Notes have an aggregate amount outstanding of $830,144, net of unamortized debt discount of $109,288. 2025 Convertible Notes with an aggregate amount outstanding of $294,906 have matured, have not entered into forbearance agreements and are technically in default.

The 2026 Convertible Notes have an aggregate amount outstanding of $203,581, net of unamortized debt discount of $82,558.