DEBT

3 Months Ended

Mar. 31, 2026

DEBT

DEBT

NOTE 4 – DEBT

Promissory Notes Payable - Related Party

In June 2021, the Company entered into an Asset Purchase Agreement with Singlepoint to purchase certain assets in exchange for the issuance of a promissory note (the “Note”) for $63,456, which is reflected as a note payable to a related party in accompanying balance sheet. The Note bears interest at 5%, has a three-year term, and is due in monthly installments of $1,902 beginning August 1, 2021. The Company has not made any payments on the Note and is currently in default. Accrued interest on the Note totaled $13,482 and $12,700 at March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026, the Company borrowed $194,000 in a series of cash payments from the Company’s former CEO and shareholder in exchange for the issuance of a promissory note. The promissory note is not secured by Company assets, does not bear interest and is due in full on December 31, 2025. Pursuant to an addendum dated August 6, 2025, the note was amended to reflect a revised principal balance of $1,739,550, at the addendum date, and to accrue interest at a rate of ten percent (10%) per annum. In addition, all accrued and unpaid interest and principal are convertible, at the option of the holder, into shares of the Company’s common stock at a twenty-five percent (25%) discount to the closing bid price of the common stock on the date of conversion, subject to the beneficial ownership limitation described in the addendum. The convertible promissory note principal balance totals $2,037,184 at March 31, 2026.

Convertible Notes Payable and Derivatives

As of March 31, 2026, the Company had four notes payable outstanding, three of which are convertible only upon an event of default, and one of them is convertible after 180 days or an event of default. The conversion features meet the definition of a derivative liability. On March 17, 2026, the board of directors approved the issuance to Gregory Lambrecht of an Amended and Restated Promissory Note in the principal amount of $1,885,050, which is discussed further below.

A note with a balance of $89,320, has a maturity date of August 15, 2026, a note with a balance of $94,300 has a maturity date of November 15, 2026, a note with a balance of $151,800 has a maturity date of January 15, 2027, and the larger related party note for $2,037,184 has a maturity date of December 31, 2025 and therefore is considered in default. The notes carry interest rates ranging from 8% to 13%. The notes with the lenders have cross default provisions only between the notes of that lender. As of March 31, 2026, no notes were in cross default.

On March 4, 2025, the Company issued a note payable for $85,050, which contained a conversion feature meeting the definition of a derivative liability. Pursuant to the Company’s contract ordering policy, the conversion feature was valued at $223,726 upon issuance and recorded as a derivative liability, resulting in additional debt discounts totaling $81,000. This note is convertible at a 30% discount from the market price, as defined. The balance at March 31, 2026, and December 31, 2025, was $0 and $18,210. The $18,210 was converted into common stock during the three months ended March 31, 2026.

On August 6, 2025, the Company issued a note payable to a related party (converted from a non-convertible note) which contained a conversion feature meeting the definition of a derivative liability. Pursuant to the Company’s contract ordering policy, the conversion feature was valued at $1,642,776 upon issuance and recorded as a derivative liability, resulting in additional debt discounts totaling $1,642,776. This note is convertible at a 25% discount from the market price, as defined. The balance at March 31, 2026 was $2,037,184.

On November 19, 2025, the Company issued a note payable for $89,320, which contained a conversion feature meeting the definition of a derivative liability. Pursuant to the Company’s contract ordering policy, the conversion feature was valued at $72,445 upon issuance and recorded as a derivative liability, resulting in additional debt discounts totaling $72,445. This note is convertible at a 30% discount from the market price. The balance at March 31, 2026 was $89,320.

On February 18, 2026, the Company issued an OID note payable for $94,300 and received proceeds of $75,000 net of OID of $12,300 and fees of $7,000, which contained a conversion feature meeting the definition of a derivative liability. Pursuant to the Company’s contract ordering policy, the conversion feature was valued at $61,927 upon issuance and recorded as a derivative liability, resulting in additional debt discounts totaling $61,927. This note is convertible at a 30% discount from the market price. The balance at March 31, 2026 was $94,300.

On March 9, 2026, the Company issued an OID note payable for $151,800 and received proceeds of $125,000 net of OID of $19,800 and fees of $7,000, which contained a conversion feature meeting the definition of a derivative liability. Pursuant to the Company’s contract ordering policy, the conversion feature was valued at $32,402 upon issuance and recorded as a derivative liability, resulting in additional debt discounts totaling $32,402. This note is convertible at a 30% discount from the market price. The balance at March 31, 2026 was $151,800.

Each 2026 note contains standard events of default. Upon an event of default, the note becomes immediately due and payable and is subject to a default provision equal to 150% of the outstanding principal and accrued interest. The holder may also convert the outstanding balance, including the default amount, into common stock.

During the three months ended March 31, 2026, the Company borrowed $194,000 in a series of cash payments from the Company’s former CEO and shareholder in exchange for the issuance of a promissory note. The promissory note is not secured by Company assets, does not bear interest and is due in full on December 31, 2025. Pursuant to an addendum dated August 6, 2025, the note was amended to reflect a revised principal balance of $1,739,550 at the addendum date, and to accrue interest at a rate of ten percent (10%) per annum. In addition, all accrued and unpaid interest and principal are convertible, at the option of the holder, into shares of the Company’s common stock at a twenty-five percent (25%) discount to the closing bid price of the common stock on the date of conversion, subject to the beneficial ownership limitation described in the addendum. The convertible note principal balance totals $2,037,184 as of March 31, 2026.

During the three months ended March 31, 2026, the Company issued 126,245,802 shares of its common stock with a fair value of $143,861 based on the closing market price on the conversion dates upon conversion of convertible notes in the amount of $66,217, resulting in net loss on debt extinguishment of $77,644. The embedded conversion of the derivatives were settled with a gain if $87,464, resulting in a net gain on extinguishment of $9,820.

During the three months ended March 31, 2026, the Company amortized $462,049 of debt discount resulting in an unamortized debt discount of $738,794 as of March 31, 2026. Accrued interest as of March 31, 2026 was $177,711.

Convertible notes due to related and non-related parties were as of March 31, 2026 and March 31, 2025:

	March 31, 2026			December 31, 2025
Convertible notes	$	2,372,604		$	1,992,580
Unamortized discounts		(738,793	)		(681,688	)
Convertible notes, net	$	1,633,811		$	932,166

Scheduled maturities of the above related party promissory note payable and convertible notes payable remaining as of March 31, 2026 are as follows:

2026 (including past due amounts)		2,436,060
Total	$	2,436,060