| Schedule of convertible note |
| Schedule of convertible note | |
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MARCH 31, | | |
DECEMBER 31, | |
| | |
2026 | | |
2025 | |
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(Unaudited) | |
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| Convertible Note, dated April 25, 2023, fixed installments of $26,889, matured in June 2024
and currently in default (1) | |
$ | 83,894 | | |
$ | 83,894 | |
| Convertible Note, dated September 30, 2025, lumpsum repayment at maturity on June 30, 2026 (2) | |
| 30,000 | | |
| 30,000 | |
| Convertible Note, dated October 1, 2025, lumpsum repayment at matured on December 31, 2025 (2) | |
| - | | |
| 112,500 | |
| Convertible Note, dated November 6, 2025, lumpsum repayment at maturity on September 30, 2026 (2) | |
| 120,000 | | |
| 120,000 | |
| Convertible Note, dated December 17, 2025, fixed installments commencing June 15, 2026, matures on September
15, 2026 (3) | |
| 125,190 | | |
| 125,190 | |
| Convertible Note, dated January 12, 2026, fixed installments commencing June
15, 2026, matures on January 12, 2027 (4) | |
| 120,750 | | |
| - | |
| | |
| | | |
| | |
| Total Convertible Note | |
$ | 479,834 | | |
$ | 471,584 | |
| Deduct: Unamortized Original Issue Discount (1)(2)(3)(4) | |
| (58,098 | ) | |
| (60,750 | ) |
| Convertible Note principal balance payable | |
$ | 421,736 | | |
$ | 410,834 | |
| Add: Convertible Note interest payable (1)(2)(3)(4) | |
| 129,042 | | |
| 135,176 | |
| Total Convertible Note payable | |
$ | 550,778 | | |
$ | 546,010 | |
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| | | |
| | |
| Total Convertible Note payable at maturity | |
$ | 118,888 | | |
$ | 218,888 | |
| (1) | LGH
Investments LLC. On April 25, 2023, the Company entered into a convertible debt agreement with a 10%
original issue discount (OID) on a face value of $220,000;
and an additional interest charge of $22,000
at the time of issuance. The convertible debt agreement included a detachable warrant to purchase up to 200,000
shares of common stock at an exercise price of $5.00
per warrant, and a common stock conversion feature with a conversion rate of $1.50 per dollar of principal outstanding which was
later decreased on January 29, 2024 to $0.50, as part of a debt modification to cure a default which occurred due to nonpayment. As of
March 31, 2026, the fully amortized convertible debt payoff total was $159,671.
This convertible debt is convertible into shares of common stock at the option of the noteholder. The potential common stock issuable
upon conversation was approximately 319,342
common shares at March 31, 2026. |
| (2) | ClearThink Capital Partners LLC. The Company entered
into three separate convertible debt agreements with the following terms and conditions: |
| · | On
September 30, 2025, the Company entered into a convertible debt agreement with a face value of $30,000
(including a 20%
OID) and additional interest of 15%,
all of which is payable upon maturity on June
30, 2026. As of March 31, 2026, the Company had $1,667
of unamortized OID and accrued interest payable of $4,500.
As of March 31, 2026, the fully amortized convertible debt payoff total was $34,500.
This convertible debt is convertible into shares of common stock at the option of the noteholder. The potential common stock issuable
upon conversation was approximately 1,533,333
common shares at March 31, 2026 (computed as total face value plus accrued interest due, all divided by lesser or $0.20 or 75% of the lowest traded
price within a five day trading period prior to March 31, 2026). |
| · | On
October 1, 2025, the Company entered into a convertible debt agreement with a face value of $206,250
(including a 50%
OID) and additional interest of 10%,
all of which is payable upon maturity on December
31, 2025. On January 15, 2026, the Company converted the remaining
outstanding debt balance of $133,125
into 1,331,250
shares of common stock at a conversion price of $0.10.
This loan is now paid in full. |
| · | On November 6, 2025, the Company entered into a convertible debt
agreement with a face value of $120,000 (including
a 20% OID)
and additional guaranteed interest of 18,000,
all of which is payable upon maturity on September
30, 2026. As of March 31, 2026, the Company had $22,347 of
unamortized OID and accrued interest payable of $18,000.
As of March 31, 2026, the fully amortized convertible debt payoff total was $138,000. The potential common stock issuable upon conversation was approximately 6,133,333 common shares at March 31, 2026
(computed as total face value plus accrued interest due, all divided by lesser or $0.20 or 75% of the lowest traded price five days prior
to March 31, 2026). |
| (3) | Vanquish Funding Group, Inc. On December 17, 2025,
the Company entered into a convertible debt agreement with a 20% original OID for total face
value of $125,190; and an additional interest charge of $16,275 at the time of issuance.
The note requires a large payment of $70,732 on June 15, 2026, followed by three fixed installments
of $23,577 payable on July 15, 2026, August 15, 2016, and September 15, 2026. The convertible
note shall be eligible for a prepayment discount as follows: a 2% discount if repaid within
121 days of issuance; a 3% discount if repaid within 91 days of issuance; a 4% discount if
repaid within 61 days of issuance; and a 5% discount if repaid within 60 days of issuance.
This convertible debt instrument may be converted at the option of the noteholder in the
event of a default at 65% of the market price (defined as the lowest trading price the prior
10 trading days) prior to conversion notice. A default trigger event may be one or more of
the following: i) failure to repay principal and interest according to the terms of agreement,
ii) restatement of financial statements within 180 days after issuance, iii) replacement
of transfer agent without notice, iv) cross default of other debt agreements, v) failure
to maintain the required authorized share reserves under the agreement which was approximately
13,393,108 common shares (which is 4 times the amount the debt could be converted into as
of March 31, 2026), or vi) failure to execute the conversion notice which is also subject
to a daily cash penalty of $2,000 per day. The potential common stock issuable in the event of default conversion
was approximately 7,254,600 common shares at March 31, 2026 (computed as total face value
plus accrued interest due, all divided 65% of the lowest traded price within a ten day trading period prior to March
31, 2026). As of March 31, 2026, the Company had $16,793 of unamortized OID and accrued interest
payable of $16,275. As of March 31, 2026, the fully amortized convertible debt payoff total
was $141,465. |
| (4) | Labrys Fund II, L.P. On January 12, 2026, the Company
entered into a convertible debt agreement with a 17% original OID for total face value of
$120,750; and an additional interest charge of $14,490 at the time of issuance. The note
matures on January 12, 2027. The note requires seven fixed installments of $19,320 starting
on July 12, 2026. The convertible note shall be eligible for a prepayment discount as follows:
a 1% discount if repaid within 180 days of issuance; a 2% discount if repaid within 120 days
of issuance; and a 3% discount if repaid within 60 days of issuance. This convertible debt
instrument may be converted at the option of the noteholder in the event of a default at
65% of the market price (defined as the lowest trading price the prior 20 trading days) prior
to conversion notice. A default trigger event may be one or more of the following: i) failure
to repay principal and interest according to the terms of agreement, ii) failure to comply
with the 1934 Act, iii) delisting, suspension or quotation of trading of common stock, iv)
replacement of transfer agent without notice, v) cross default of other debt agreements,
vi) failure to maintain the required authorized share reserves under the agreement which
was approximately 11,096,615 common shares (which is 4 times the amount the debt could be
converted into as of March 31, 2026. The potential common stock issuable in the event of default conversation
was approximately 6,935,385 common shares at March 31, 2026 (computed as total face value
plus accrued interest due, all divided by 65% of the lowest traded price within a twenty day trading period prior to March
31, 2026). As of March 31, 2026, the Company had $17,292 of unamortized OID and accrued interest
payable of $14,490. As of March 31, 2026, the fully amortized convertible debt payoff total
was $135,240. |
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