NOTE 9 - RELATED PARTY

In April 2024, the Company entered into a consulting agreement with Sperry Advisory Services, LLC to provide accounting and financial reporting services to the Company. In November 2024, the Company appointed Rodney Sperry as the chief financial officer of the Company. The Company paid $0 and $33,887 in cash payments and issued common stock valued at $70,000 and $37,400 to Sperry Advisory Services, LLC during the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026 and 2025, the Company recognized accounting fees of $33,001 and $26,012 from Sperry Advisory Services, LLC. As of March 31, 2026 and December 31, 2025, there was $133,614 and $100,613 in accounts payable for Sperry Advisory Services, LLC, respectively.

During the three months ended March 31, 2026 and 2025, the Company received $0 and $0 in advances and made payments $0 and $0 from a related party, respectively. As of March 31, 2026 and December 31, 2025, the Company had advances from a related party of $7,500 and $7,500, respectively.

Notes payable - related party consist of the following at:

During the year ended December 31, 2025, the Company received $0 under a note payable from a director of the Company. During the year ended December 31, 2025, the Company received $31,000 under this note. As of March 31, 2026 and December 31, 2025, the Company had one note payable due to a director of the Company in the amount of $59,450 and $59,450, respectively. The note has an interest rate of 5% and is due on demand.

As of March 31, 2026 and December 31, 2025, the Company had one note payable due to a former officer of the Company in the amount of $42,400 and $42,400, respectively. The note has an interest rate of 12% and is due April 26, 2026.

On April 30, 2021, the Company entered into a $150,000, 12% grid note payable with a Company controlled by the former CEO that is due upon demand but no later than April 30, 2026. As of March 31, 2026 and December 31, 2025, the Company has received advances under the note of $0 and $0 and made repayment of $3,048 and $80,500, respectively. As of March 31, 2026 and December 31, 2025, the note had a balance of $16,652 and $19,700, respectively.

On January 11, 2021, the Company entered into a $125,000, 30% note payable due on June 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2021, the noteholder extended the due date to June 8, 2022 for $1,250. On September 1, 2023, the noteholder sold the ownership of the note to an entity under common ownership of a related party who concurrently amended the terms of the note with the Company to accrue interest and to extend the maturity date of the note to August 31, 2025. This assignment makes this a related party note. On January 1, 2026, this note was extended until December 29, 2028 through a debt modification agreement. As of March 31, 2026 and December 31, 2025, the balance of the note was $125,000 and $125,000, respectively.

On September 1, 2022, the Company entered into a $2,500,000 8% convertible grid note with Notation Labs, Inc, a company commonly controlled by a director of the Company. The note was due on December 31, 2024 and is currently in default. The Company is working with the lender to get this note extended. No notice of default has been received on this note. During the year ending December 31, 2024, the Company received $868,300 in net advances from the note and made payments of $721,284 on the note. During the year ending December 31, 2025, the Company received $2,652,230 in net advances from the note and made payments of $1,050,529 on the note. During the three months ended March 31, 2026, the Company received $671,999 in net advances from the note and made payments of $211,070 on the note. As of March 31, 2026 and December 31, 2025, the balance of the note was $4,424,868 and $3,963,939, respectively.

On July 23, 2023, the Company entered into a $40,000, 12% note payable with an entity under common control of a related party and matures on July 25, 2024. On January 1, 2026, this note was extended until December 29, 2028 through a debt modification agreement. As of March 31, 2026 and December 31, 2025, the balance of the note was $40,000 and $40,000, respectively.

On December 16, 2024, the Company entered into a $1,500,000, 18% note payable with an entity under common control of a related party and matures on December 16, 2025. During the year ended December 31, 2025, the Company made payments of $117,946 towards the note balance. During the three months ended March 31, 2026, the Company made payments of $61,691 towards the note balance. On January 1, 2026, this note was extended until December 29, 2028 through a debt modification agreement. As of March 31, 2026 and December 31, 2025, the balance of the note was $1,320,363 and $1,382,054, respectively.

On December 28, 2025, the Company entered into a $827,209, 12% note payable with the Rod and Kim Cullum Trust, an entity under common control of a related party and matures on December 28, 2026 for a charge on the stand by letter of credit to settle the agreement with the contract manufacturer. Under the Company’s agreement with its contract manufacturer, a stand by letter of credit was required. Rod Cullum agreed to provide the stand by letter of credit for this arrangement and it has been in place since 2023. This agreement with the contract manufacturer was terminated in August 2025 and the settlement amount was being negotiated by both sides. On December 28, 2025, the payment of $827,209 settled the agreement and the stand by letter of credit is no longer needed. On January 1, 2026, this stand by letter of credit charge was formalized with a note agreement and matures on December 29, 2028. The stand by letter of credit charge of $827,209 was split between the Company at $425,000 and its related entity, Notation Labs, at $402,209. The note balance was decreased to $425,000 and increased the Notation Labs note payable by $402,209. As of March 31, 2026 and December 31, 2025, the balance of the note was $425,000 and $827,209, respectively.

Interest expense associated with the related party notes for the three months ended March 31, 2026 and 2025 was $161,040 and $112,838, respectively.

Convertible notes payable - related party consist of the following at:

On March 26, 2024, the Company issued a $250,000 12% convertible promissory note to a trust controlled by a shareholder of the Company. The note is due on March 25, 2025 and is convertible into shares of the Company’s common stock at a rate of $0.05 per share. This Note is currently in default. The Company has not received a notice of default from the lender. As of March 31, 2026 and December 31, 2025, the balance of the note was $250,000 and $250,000, respectively.

On July 25, 2024, the Company issued a $500,000 15% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on July 25, 2025 and is convertible into shares of the Company’s common stock at a rate of $0.15 per share. On January 1, 2026, this note was extended until December 29, 2028 through a debt modification agreement. As of March 31, 2026 and December 31, 2025, the balance of the note was $500,000 and $500,000, respectively.

Interest expense on all of the above convertible notes for the three months ended March 31, 2026 and 2025 was $25,890 and $25,980, respectively.