13.       CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following:

During the year ended December 31, 2025, the Company and the convertible notes holders agreed to settle all obligations arising from the original convertible notes agreements and release each other from any claims related to the agreement. The obligations under the agreements (including but not limited to the Notes’ repayment, conversion rights and registration statement obligations) are agreed to be terminated. On June 27, 2025, the note holders unconditionally agreed and irrevocably waived all rights to convert the note into shares of the Company’s common stock, demand repayment of the Notes’ principal or accrued interest and enforce any registration rights or other claims under the agreement. The gain on debt extinguishment of $170,000 was recognized as earnings in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2025 in accordance with ASC 405-20.