v3.26.1
DEBT
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
DEBT

NOTE 10 – DEBT

 

Notes Payable current – convertible option

 

The Company uses the Black-Scholes Model to calculate the derivative value of its convertible debt. The valuation result generated by this pricing model is necessarily driven by the value of the underlying common stock incorporated into the model. The values of the common stock used were based on the price at the date of issue of the debt security as of March 31, 2026 and 2024. In 2024 management determined the expected volatility of 106.90%, a risk-free rate of interest of 5.48%, and contractual lives of the debt of three months. In 2024 management determined the expected volatility of 140.30%, a risk-free rate of interest of 4.73%, and contractual lives of the debt of three months. Management made the determination to use an expected life rather than contractual life for the calculations for the matured debt as of March 31, 2025 and 2024.

 

As of March 31, 2026 and 2025, there was $ 208,200 and $208,150 of convertible debt principal outstanding. During the three months ended March 31, 2026 and 2025, $17,333 and $0 of the debt discount was amortized.

 

The summary of notes payable current – convertible option :

        
   2026   2025 
Principal Outstanding  $208,200   $208,150 
Less: unamortized debt discount   (125,067)   (27,150)
Notes payable current – convertible option, net  $83,133   $181,000 

 

 

The table below details the Company's outstanding notes payable current – convertible option and related derivative

                    
   Face Amount   Derivative Liability 
   03/31/2026   12/31/2025   03/31/2026   12/31/2025 
Vanquish Funding  $263,665   $316,098   $263,666   $316,099 

 

During the three months ended March 31, 2026 and 2025, change in fair value of the derivative liability was $57,235 and $51,723, respectively. The following is a summary of the derivative liability:

    
   Derivative Liability 
Balances at December 31, 2025  $316,099 
Reclassification of convertible note – Vanquish funding   (73,747)
Issuance of convertible note – Vanquish funding   (65,550)
Conversion of note – Vanquish funding   65,550 
Change in fair value   126,178 
     
Balances at March 31, 2026  $263,667 

 

Notes Payable

 

On March 3, 2026, the Company entered into a promissory note for a principal of $65,550, which was funded on March 6, 2026. The note bears interest at a rate of 15% per annum and matures after six months.

 

Loans Payable

 

The Company’s RI and WS subsidiaries have various loans including Small Business Association (“SBA”) Economic Injury Disaster Loan (“EIDL’) loans, lines of credit and other advances. The loans bear interest with varying rates up to 9.25% per annum. The following is a summary of the loans payable at March 31, 2026 and December 31, 2025:

        
   March 31,   December 31, 
   2026   2025 
RI - line of credit  $71,285   $71,285 
RI - Short-term loans   32,402    32,402 
WS - line of credit   163,663    163,661 
WS - Short-term loans   91,600    91,600 
OPT – Optilan Communications & Security Ltd   828    857 
Loans payable, current  $359,778   $359,805 
           
RI - SBA EIDL  $102,597   $102,597 
RI - long-term loans   55,506    55,506 
WS - SBA EIDL   26,307    26,307 
WS - long-term loans       97,006 
Loans payable, non-current  $184,410   $281,416 

 

Certain of the Company’s subsidiary debt arrangements are guaranteed by former shareholders of the acquired entity. The Company has not assumed these guarantees and has no legal obligation related to such guarantees.