Notes Payable – Related Parties |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||
| Notes Payable – Related Parties [Abstract] | ||||||||||||||||||||||||||||||||||||||||||
| NOTES PAYABLE – RELATED PARTIES | NOTE 4: NOTES PAYABLE – RELATED PARTIES
Between April 2022 and September 2025, certain related parties, including the Company’s Chief Executive Officer and Director and its Chief Engineer and Director, made various loans to the Company. The balance at January 31, 2026 and October 31, 2025 was $558,178 and $1,336,613, respectively. Of the aggregate outstanding principal balance, $358,178 are non-interest bearing and $200,000 are interest bearing at 9.75% per annum. $200,000 of the principal is in default as of January 31, 2026, the remaining $358,178 is due on demand. All unpaid principal, accrued interest, and other amounts owing under the above notes would be paid at maturity. These notes were collateralized with the Company receivables and other assets.
On December 2, 2025, the Company entered into exchange agreements with the Company’s then Chief Executive Officer and Chairman of the Board, and the Company’s Chief Engineer and a member of the Board of Directors. Pursuant to the Exchange Agreement, the officers exchanged principal in the amount of $969,054 and $88,712 in accrued interest for 7,398,459 shares of the Company’s common stock. The shares were valued at $1,701,646, or $0.23 per share. This resulted in a loss on debt extinguishment in the amount of $643,880. Included within the notes payable – related parties balance is a convertible note agreement entered on March 18, 2024 for $50,000. The convertible note was scheduled to mature on March 18, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at $2.00 per share. On October 31, 2024, the Company amended the agreement with the holder of the note to change its maturity to the earlier of the date that the Company lists its securities on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $1,229 and $1,219 for the three months ended January 31, 2026 and 2025, respectively. Accrued interest as of January 31, 2026 and October 31, 2025 is $6,327 and $5,098, respectively, which was accrued on the condensed consolidated balance sheets within the Accounts payable and accrued expenses line item. On April 25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025. However, the note is considered in default as of the balance sheet date.
On April 16, 2025, the Company issued an unsecured promissory note in the principal amount of $150,000 to Indicia Capital, LLC. The note bears interest at a rate of 9.75% per annum and matures on the earlier of (i) 180 days from the date of issuance or (ii) the date the Company receives at least $1,000,000 in new financing. In connection with the issuance of the note, the Chief Executive Officer and Director transferred 15,000 shares of the Company’s common stock to Indicia Capital as additional consideration to enter the loan. James Byrd, who serves as a co-manager and holds a 50% membership interest in Indicia Capital, was the original organizer of the Company by virtue of having founded the Company in October 2022. Accordingly, the transaction is considered a related party transaction. The loan incurred interest expense of $3,686 for the three months ended January 31, 2026. Accrued interest as of January 31, 2026 and October 31, 2025 is $11,619 and $7,934, respectively, which was accrued on the condensed consolidated balance sheet as of January 31, 2026 within the Accounts payable and accrued expenses line item.
The aggregate maturity on the notes payable – related parties as of January 31, 2026, are as follows:
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