v3.26.1
NOTES PAYABLE
6 Months Ended
Apr. 30, 2026
Debt Disclosure [Abstract]  
NOTES PAYABLE

NOTE 5: NOTES PAYABLE

 

The following table details the Company’s notes payable as of April 30, 2026 and October 31, 2025, respectively:

Schedule of notes payable                  
      Original   Principal Balance as of 
   Date of Note  Principal   April 30,   October 31, 
Ref No.  Issuance  Balance   2026   2025 
1*  7/25/2018  $10,000   $10,000   $ 
2  3/12/2024   150,000    150,000    150,000 
3*  3/18/2024   50,000    45,000     
4  6/20/2024   400,000        400,000 
5  6/20/2024   50,000    45,000    50,000 
6  7/31/2024   500,000        435,000 
7  7/31/2024   250,000    250,000    250,000 
8  1/9/2025   50,000    50,000    50,000 
9  2/3/2025   100,000    100,000    100,000 
10*  4/16/2025   150,000    145,000     
11*  4/23/2025   15,500    15,500     
12  5/19/2025   250,000        152,958 
13  6/8/2025   192,000        92,308 
14  9/18/2025   63,000        50,400 
15  9/30/2025   60,000        46,667 
16  9/30/2025   60,000        46,368 
17  9/30/2025   80,000        63,333 
18**  9/30/2025   5,000    5,000     
19  1/23/2026   100,000         
   Total       $815,500   $1,887,034 

 

* As of October 31, 2025, these noteholders were considered related parties. As of April 30, 2026, these noteholders are no longer considered related parties and their balances have been reclassified to notes payable. Their notes are described in Note 4 – Notes Payable, Related Parties.
   
** On April 23, 2026, this note balance was transferred from a related party to a non-related party for no consideration.

 

Note 2

 

On March 12, 2024, the Company executed a note payable agreement for $150,000. The note originally matured on March 12, 2025 and carries an interest rate of 12% per annum. On April 25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025 and again to September 30, 2026. Interest on the note accrues and is paid at maturity along with principal.

 

Note 4

 

On June 20, 2024, the Company executed a convertible note payable agreement for $450,000 with a venture capital fund. The convertible note matures on June 20, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note were convertible into shares of the Company’s common stock at $2.00 per share. On October 7, 2024, $50,000 of the note payable was assigned to an unrelated holder. On October 17, 2024, the Company amended the agreement with the holder of the $400,000 note, which eliminated the conversion feature and advanced the date of the loan to November 5, 2025. Interest on the notes is paid quarterly or accrued and is to be repaid at maturity along with principal, as specifically described in the notes. The Company accounted for the amendment as an extinguishment of debt and recorded a loss of $8,100 on the condensed consolidated statements of operations for the year ended October 31, 2024.

 

On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of $400,000 of the above notes with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes. On April 27, 2026, the holder agreed to settle the $400,000 principal balance and $21,156 in accrued interest related to this note along with $435,000 in principal and accrued interest of $23,007 related to Note 6 in exchange for 500,000 shares of the Company’s common stock which was given personally by a former officer of the Company. Since the settlement is considered a capital transaction, the Company has recorded $879,163 in common stock.

 

Note 5

 

As mentioned above in Note 4, on October 7, 2024, $50,000 of the $450,000 principal was assigned to an unrelated holder. On October 31, 2024, the Company amended the agreement with the holder of the $50,000 note to change its maturity to the earlier of the Company listing on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. On April 25, 2025, the Company executed a loan amendment for an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note was extended again to December 31, 2025. On March 23, 2026, the Company executed an agreement whereby the Company is obligated to pay the holder $5,000 per month beginning on April 1, 2026 until the note is paid in full.

 

Note 6

 

On July 31, 2024, the Company issued a convertible note payable agreement for $250,000. The convertible note matured on October 31, 2025 and carries an interest rate of 13% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at a price per share equal to a 30% discount per share of the final per-share price of a planned public offering. Subsequent to the issuance of the convertible note the Company amended the agreement with the holder which eliminated the conversion feature, changed the interest rate to 9.75% per annum, increased the principal of the note to $500,000, and extended the maturity date of the loan to November 5, 2025. Interest on the note either is paid quarterly or accrues and is paid at maturity along with principal, as specifically described in the note. Due to the elimination of the conversion feature the Company accounted for the amendment as a significant change resulting in an extinguishment of debt and recorded a loss of $15,750 on the condensed consolidated statements of operations for the year ended October 31, 2024. On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of the above note with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes.

 

Note 7

 

On July 31, 2024, the Company executed a convertible note payable agreement for $250,000. The convertible note matures on May 1, 2025 and carries an interest rate of 13% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at $2.00 per share. The Company may not prepay the note within the first 180 days of the note date. Subsequent to the issuance of the convertible note the Company amended the agreement with the holder which eliminated the conversion feature, changed the interest rate to 9.75% per annum, and extended the maturity date of the loan again to November 5, 2025. Interest on the note either accrues or is paid quarterly or at maturity along with principal. The Company accounted for the amendment as an extinguishment of debt and recorded a loss of $4,500 on the consolidated statements of operations for the year ended October 31, 2024. As of April, 30, 2026, this note is considered in default.

 

Note 8

 

On January 9, 2025, the Company executed a note payable agreement for $50,000. The note matures on January 9, 2027 and carries an interest rate of 9.75% per annum. The Company may not prepay the note within the first 180 days of the note date. Interest on the note accrues and is paid at maturity along with principal.

 

Note 9

 

On February 3, 2025, the Company executed a note payable agreement for $100,000. The note matures on February 9, 2027 and carries an interest rate of 9.75% per annum. Interest on the note accrues and is paid at maturity along with principal.

 

Note 12

 

On May 19, 2025, the Company obtained a short-term loan, which totaled $ 250,000, from a single lender to fund operations. This loan included origination fees totaling $ 7,500 for net proceeds of $ 242,500. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 52 weeks. The Company is expected to repay an aggregate of $311,000 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates.

 

Note 13

 

On June 8, 2025, the Company entered into a Receivables Sale Agreement pursuant to which the Company sold receivables totaling $192,000 to a third party for $150,000 from which fees of $2,000 were deducted for net proceeds of $148,000. The purchasers right to receive remittances under this agreement is contingent upon the Company’s receipt of the receivables. The expected weekly repayment is $3,692 based on 3.27% of the Company estimated sales revenue. The estimated term is 1 year. The agreement is guaranteed by certain officers and directors of the Company. As of April 30, 2026, the remaining balance is $0 as the note has been fully repaid.

 

Note 14

 

On September 18, 2025, the Company obtained a short-term loan, which totaled $ 63,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 30 weeks. The Company is expected to repay an aggregate of $91,980 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. As of April 30, 2026, the remaining balance is $0 as the note has been fully repaid.

 

Note 15

 

On September 30, 2025, the Company obtained a short-term loan, which totaled $ 60,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 18 weeks. The Company is expected to repay an aggregate of $89,940 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. As of April 30, 2026, the remaining balance is $0 as the note has been fully repaid.

 

Note 16

 

On September 30, 2025, the Company obtained a short-term loan, which totaled $ 60,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 18 weeks. The Company is expected to repay an aggregate of $89,940 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. As of April 30, 2026, the remaining balance is $0 as the note has been fully repaid.

 

Note 17

 

On September 30, 2025, the Company obtained a short-term loan, which totaled $ 80,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 24 weeks. The Company is expected to repay an aggregate of $120,000 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. As of April 30, 2026, the remaining balance is $0 as the note has been fully repaid. The Company evaluated the Receivables Sale Agreement to determine if it meets the definition of a contract liability under ASC 606 or if it meets the definition of debt under ASC 470, Debt. The contract meets the definition of debt as there is no obligation to perform services and the instrument is to be repaid with cash.

 

Note 19

 

On January 23, 2026, the Company issued a $100,000 note that is non-interest bearing and is due on demand. On April 30, 2026, the holder converted the $100,000 note into 250,000 shares of Series D Convertible Preferred Stock.

          
  

April 30,

2026

   October 31,
2025
 
Notes payable, current  $730,500   $1,737,034 
Notes payable, less current portion   85,000    150,000 
Total notes payable  $815,500   $1,887,034 

 

The aggregate maturity on the notes payable as of April 30, 2026, are as follows:

     
Due in less than one year  $730,500 
Due after one year   85,000 
    815,500 
Less current portion   (730,500)
Notes payable, non-current portion  $85,000