NOTE 7 –CONVERTIBLE NOTES PAYABLE

The components of convertible notes payable as of December 31,2025 and 2024 were as follows:

Convertible notes payable consists of the following:

During the years ended December 31,2025 and 2024, the Company issued convertible notes of $1,642,359 and $342,829, respectively.

On February 5,2025, the Company entered into a convertible promissory note of $55,555 with 10% original issue discount (OID), interest rate of 10% per annum, conversion price of 45% discount to the average price of the Company’s common stock during the 20 consecutive trading days prior to the date of the conversion with maturity date of February 4,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $51,000 with 10% OID of $5,100 for total initial principal amount of $56,100.

During the year ended December 31, 2025, the Company entered into four (4) convertible promissory notes agreements of $41,000 with an interest rate of 8% and 10% per annum for a term of one (1) and twelve (12) months. The noteholders have the right from time to time during the period of the note to convert the unpaid principal into common stock at a price of 25% discount to the average trading price during the ten (10) day period ending on the last complete training day prior to the conversion date.

On April 30,2025, the Company entered into a convertible promissory note of $210,000 with 10% original issue discount (OID), interest rate of 10% per annum, conversion price of 45% discount to the average price of the Company’s common stock during the 20 consecutive trading days prior to the date of the conversion with maturity date of April 29,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $127,559 with 10% OID of $13,256 for total initial principal amount of $140,815.

On May 7,2025, the Company entered into a convertible promissory note of $566,666 with 10% original issue discount (OID), interest rate of 6% per annum, conversion price of lesser (i) closing price on issuance date or (ii) 16% discount to the lowest VWAP over the last 10 trading days on date of notice of conversion , with maturity date of December 7,2025. On May 7,2025, the Company entered into a warrant agreement of 3,631,083 shares, with exercise price per share of common stock subject to adjustment, which would be equal to the closing price of the common stock on trading market on the initial date, for the period of five (5) years and six (6) months. During the year ended December 31,2025, the Company obtained the initial consideration of $510,000 with 10% OID of $56,666 for total initial principal amount of $566,666.

On May 14,2025, the Company entered into a convertible promissory note of $55,000 with 10% original issue discount (OID), interest rate of 8% per annum, conversion price of 30% of the lowest traded price immediately on date notice of conversion commencing 90 days after the issuance date, with maturity date of February 14,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $50,000 with 10% OID of $5,000 for total initial principal amount of $55,000.

On June 30, 2025, the Company entered into a convertible promissory note of $138,889 with 10% original issue discount (OID), interest rate of 6% per annum, conversion price of lesser (i) closing price on issuance date or (ii) 20% discount to the lowest VWAP over the last 10 trading days on date of notice of conversion with maturity date of January 30,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $125,000 with 10% OID of $13,889 for total initial principal amount of $138,889.

On September 2, 2025, the Company entered into a convertible promissory note of $220,000 with 10% original issue discount (OID), interest rate of 8% per annum, conversion price on event of default at 20% discount to the lowest traded price immediately on date notice of conversion, with maturity date of September 2,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $200,000 with 10% OID of $20,000 for total initial principal amount of $220,000.

On August 4, 2025, the Company entered into a convertible promissory note of $55,556 with 10% original issue discount (OID), interest rate of 6% per annum, conversion price of lesser (i) closing price on issuance date or (ii) 20% discount to the lowest VWAP over the last 10 trading days on date of notice of conversion with maturity date of January 30,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $50,000 with 10% OID of $5,556 for total initial principal amount of $55,556.

On September 1, 2025, the Company entered into a convertible promissory note of $33,333 with 10% original issue discount (OID), interest rate of 6% per annum, conversion price of lesser (i) closing price on issuance date or (ii) 20% discount to the lowest VWAP over the last 10 trading days on date of notice of conversion with maturity date of January 30,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $30,000 with 10% OID of $3,333 for total initial principal amount of $33,333.

On November 13, 2025, the Company entered into a convertible promissory note of $35,000 with 10% original issue discount (OID), interest rate of 8% per annum, conversion price on event of default at 20%  discount to the lowest traded price over the last 5 trading days on date of notice of conversion with maturity date of November 13,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $27,750 with 10% OID of $3,000 and finance charges of $4,250 for total initial principal amount of $35,000. On November 13,2025, the Company issued 275,000 restricted shares of common stock as collateral / returnable, to be held in book entry. The collateral shares must be returned to the Company by the lender, unless the note is not paid or converted on or prior to maturity.

On December 11, 2025, the Company entered into a convertible promissory note of $150,000 with 10% original issue discount (OID), interest rate of 6% per annum, conversion price at any time after six (6) months at 35% discount to the lowest traded price over the last 20 trading days on date of notice of conversion with maturity date of December 11,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $119,600 with 10% OID of $15,000 and finance charges of $15,400 for total initial principal amount of $150,000.

On December 19, 2025, the Company entered into a convertible promissory note of $150,000 with 10% original issue discount (OID), interest rate of 10% per annum, conversion price on event of default at 102%  lowest traded price over the last 20 trading days on date of notice of conversion with maturity date of December 22,2026. During the year ended December 31,2025, the Company obtained the initial consideration of $114,200 with 10% OID of $15,000 and finance charges of $20,800 for total initial principal amount of $150,000. On November 19,2025, the Company issued 2,500,000 restricted shares of common stock as collateral / returnable, to be held in book entry. The collateral shares must be returned to the Company by the lender, unless the note is not paid or converted on or prior to maturity.

During the year ended December 31.2025 and 2024, the Company converted $55,000 and $0 debt into 1,434,790 shares and 0 shares, respectively. The Company valued the converted shares of 1,434,000 at market price of conversion date and recognized $39,082 as loss on conversion.

On December 26,2025, the Company entered into a settlement agreement with one noteholder with aggregate outstanding balance of $409,126 in exchange with $100 in cash. Due to fact, the noteholder is the Company’s shareholder, the settlement agreement is the best interest of the Company and its shareholders. The Company valued the convertible stock related to outstanding amount of $409,126 at market price and recognized gain on settlement of $483,625. The net amount released from settlement agreement and gain on settlement was recognized in additional paid-in capital.

As of December 31, 2025, and 2024, nineteen (19) and twelve (12) convertible notes with unpaid balance of $913,766 and $273,279 are in default, respectively

During the years ended December 31,2025 and 2024, the Company recognized interest of $158,129 and $32,053, amortization debt discount of $1,039,887 and $221,346, respectively.

As of December 31, 2025, and 2024, the Company had convertible notes payable of $1,735,044 and $506,729, unamortized debt discount of $121,464 and $126,839 and accrued interest of $183,872 and $78,388, respectively