v3.26.1
Notes Payable – Related Parties
3 Months Ended
Mar. 31, 2026
Notes Payable Related Parties  
Notes Payable – Related Parties

8. Notes Payable – Related Parties

 

Notes payable – related parties were comprised of the following as of March 31, 2026 and December 31, 2025:

 

Notes Payable - Related Parties  Relationship  March 31, 2026   December 31, 2025 
Cluff-Rich PC 401K  Affiliate - Controlled by Director  $51,000   $51,000 
Whit Cluff  Director   837    837 
Digital Asset Medium, LLC  Affiliate - Controlled by Director   480,000    480,000 
Debra D’ambrosio  Immediate Family Member   347,618    422,618 
Francis E. Rich  Immediate Family Member   100,000    100,000 
Pine Valley Investments  Affiliate - Controlled by Director   295,000    295,000 
Total Notes Payable - Related Parties      1,274,455    1,349,455 
Less Short-Term Notes Payable - Related Parties      (1,274,455)   (1,349,455)
Total Long-Term Notes Payable - Related Parties     $-   $- 

 

Cluff-Rich PC 401K (Affiliate – Director) – On June 29, 2022, the Company issued an unsecured Short-Term Promissory Note to Cluff-Rich PC 401K in the principal amount of $60,000 (the “Note”) due on December 31, 2022 and bears a 5.0% interest rate. On February 1, 2023, the Company re-negotiated this note which extended it to March 1, 2025 and made it non-interest bearing. There are no default provisions on this note. The Company issued 5,143 shares of common stock on February 1, 2023 as settlement for the accrued interest of $18,000. During the fiscal ended December 31, 2023, the Company made a payment of $9,000 towards the principal balance. On December 31, 2025, this Note was extended and matures on December 31, 2026. As of March 31, 2026 and December 31, 2025, the gross balance of the notes was $51,000.

 

 

Digital Asset Medium, LLC (Affiliate – Director) – On January 9, 2025, the Company formalized an unsecured Short-Term Promissory Notes to Digital Asset Medium, LLC in principal amounts totaling $480,000 (the “Note”), which bears interest at 15.00% per annum and matures on January 31, 2026. This lender directly paid $125,000 to settle the notes held by 1800 Diagonal Lending, LLC (see Note 9). On September 30, 2025, the Company issued 13,007 shares of common stock valued at $77,782 for the conversion of $29,129 of accrued interest and $35,908 of accounts payable. The Company recognized a loss on extinguishment of debt of $12,745. Effective September 30, 2025, the assessment of additional interest on the Note was suspended. As of March 31, 2026 and December 31, 2025, the gross balance of the note was $480,000 and accrued interest was $0.

 

D. D’Ambrosio (Immediate Family Member of Director) – On January 1, 2023, there were six notes outstanding with outstanding balance of the Notes of $446,210 and accrued interest of $81,204. During January 2023, the Company issued an unsecured Short-Term Promissory Notes to D. D’Ambrosio in principal amounts totaling $6,408 (the “Note”) that bears a 3.00% interest rate. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing. There are no default provisions on this note. The Company issued 23,201 shares of common stock on February 1, 2023 as settlement for the accrued interest of $81,204. During the year ended December 31, 2023, the Company made a payment of $30,000 towards the principal balance. On December 31, 2025, this Note was extended and matures on December 31, 2026. During the three months ended March 31, 2026, the Company made $75,000 in payments towards the balance of this note. As of March 31, 2026 and December 31, 2025, the gross balance of the note was $347,618 and $422,618 and accrued interest was $0 and $0, respectively.

 

Francis E. Rich (Immediate Family Member of Director) – On January 1, 2023, there were two notes outstanding with outstanding balance of the Notes of $100,000 and accrued interest of $47,500. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing and the Company issued 16,429 shares of common stock as settlement for the accrued interest of $57,500. There are no default provisions on this note. On December 31, 2025, this Note was extended and matures on December 31, 2026. As of March 31, 2026 and December 31, 2025, the gross balance of the notes was $100,000.

 

Pine Valley Investments, LLC (Affiliate – Shareholder) – On January 1, 2023, there were three Notes outstanding with outstanding balance of the Notes of $295,000 and accrued interest of $115,250. On February 1, 2023, the Company re-negotiated these notes into one note with a maturity date of March 1, 2025 and is non-interest bearing and the Company issued 32,929 shares of common stock as settlement for the outstanding accrued interest of $115,250. There are no default provisions on this note. On December 31, 2025, this Note was extended and matures on December 31, 2026. As of March 31, 2026 and December 31, 2025, the gross balance of the notes was $295,000.

 

Whit Cluff (Affiliate – Director) – On March 28, 2024, the Company issued an unsecured Short-Term Promissory Note to Cluff-Rich PC 401K in the principal amount of $15,327 (the “Note”) due on April 30, 2025 and bears a 5.0% interest rate. There are no default provisions on this note. On July 16, 2025, the Company made a payment of $5,000 towards the balance of the note. On August 5, 2025, the Company made a payment of $10,256 towards the balance of the note and accrued interest of $766. On December 31, 2025, this Note was extended and matures on December 31, 2026. As of March 31, 2026 and December 31, 2025, the gross balance of the note was $837 and accrued interest was $0.