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14. CONVERTIBLE DEBENTURES

9 Months Ended

Sep. 30, 2025

14. CONVERTIBLE DEBENTURES

			Principal Due		Principal Due
		Interest	September 30,		December 31,
Lender	Maturity Date	Rate	2025		2024
Private Lender C	November 24, 2026	9%	$	2,095,882	$	2,092,084
Private Lender D	July 16, 2025	5%		61,637		-
Private Lender E	August 31, 2027	12%		176,842		-
Private Lender E	May 22, 2027	12%		156,570
Private Lender E	July 21, 2027	12%		127,939
			$	2,618,870	$	2,092,084

On November 24, 2023, the Company issued a promissory note in the amount of $2,000,000, convertible at the election of the holder into shares of common stock at an exercise price of $1.60 per share prior to the reverse split and $4.80 post reverse split, with a maturity date of November 24, 2026. The note has a term of thirty-six months and bears interest at a rate of 9% per annum payable semi-annually, with any outstanding interest and principal due on maturity. On April 30, 2024, the note holder elected to convert the accumulated interest as of December 31, 2023 totaling $18,247 to 3,802 shares of common stock. On June 30, 2024, elected to convert the accumulated interest totaling $89,260 to 18,596 shares of common stock. On March 16, 2025, elected to convert the accumulated interest totaling $92,073 to 108,334 shares of common stock. On September 9, 2025, the holder elected to convert the accumulated interest totaling $45,000 to 93,750 shares of common stock.

On April 16, 2025, the Company issued a promissory note in the amount of $100,000, convertible at the election of the holder into shares of common stock at an exercise price of eighty percent (80%) of the lowest trading price of the common stock during the ten (10) consecutive trading days including and immediately preceding the conversion date, subject to a floor price of $0.40 per share in replacement of current debt. On May 5, 2025, the note holder elected to convert debt in the amount of $79,197 and the accumulated interest as of May 5, 2025, totaling $21,292 into 40,000 shares of common stock.

On May 22, 2025, the Company entered into a promissory note for $150,000 from private lender E. The note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of May 22, 2027. As consideration for advancing the note, the lender was issued warrants to purchase up to 60,000 shares of common stock at a price of $1.25 per share for a period of two years from the date of issuance. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $1.25 per

On July 21, 2025, the Company entered into a promissory note for $125,000 from private lender E. This note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of July 21, 2027. As consideration for advancing the note, the lender was issued 50,000 warrants with each warrant granting the holder the right to purchase one common share of the Company at a price of $0.63 per share for a period of two years from the date of issuance. The warrants were classified as equity and the fair value of the warrants were recorded separately as a debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $0.63 per share.

On August 29, 2025, the Company entered into a promissory note for $175,000 from private lender E. This note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of August 29, 2027. As consideration for advancing the note, the lender was issued 70,000 shares purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $0.48 per share for a period of two years from the date of issuance. The warrants were classified as equity and the fair value of the warrants were recorded separately as a debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $0.48 per share.