NOTE PAYABLE |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Debt Disclosure [Abstract] | |
| NOTE PAYABLE | NOTE 6 – NOTE PAYABLE
As of December 31, 2025, Notes Payable amounted to $279,270. This balance is comprised of one note due to AJB amounting to $81,934 (the “AJB Note”), one note due to Fast Capital amounting to $8,784 (the “Fast Capital Note”) and one interest-free note to Three Mile Creek Future LLC (“TMCF”) amounting to $188,552. The accrued interest on the AJB Note and Fast Capital Note amounted to $13,637 and $40,000, respectively. The summary of each Note outstanding is described as follows:
AJB NOTES
On December 19, 2025, AJB converted a total of fourteen (14) notes outstanding listed below, totaling $2,931,356 in principle and $737,879 in accrued interest owed to AJB for shares of the Company’s Common Stock. As a result, 13 of the notes below were paid down to zero at December 31, 2025. As of December 31, 2025 the remaining balance on the AJB Note amounted to $81,934 plus accrued interest of $13,637.
● On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $1,180,000 (the “May AJB Note”) to AJB in a private transaction for a purchase price of $900,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker-dealer.
At the closing the Company repaid all obligations owed to AJB pursuant to a 10% promissory note in the principal amount of $750,000 issued in favor of AJB in January 2022 as generally described above. After the repayment of that promissory note, and after payment of the fees and costs, the $138,125 net proceeds from the issuance of the May AJB Note are expected to be utilized for working capital and other general corporate purposes.
The maturity date of the May ABJ Note is November 3, 2022, but it may be extended by the Company for six months with the interest rate to increase during the extension period. The May AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May AJB Note at any time without penalty. Under the terms of the May AJB Note, the Company may not sell a significant portion of its assets without the approval of AJB, may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the May AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
Following an event of default, and subject to certain limitations, the outstanding amount of the Note may be converted into shares of Company common stock. Amounts due under the Note would be converted into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price with a 10-day lookback immediately preceding the date of conversion. In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On June 23, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $550,000 (the “AJB June Note”) to AJB in a private transaction for a purchase price of $500,000 (giving effect to a 10% original issue discount). In connection with the sale of the AJB June Note, the Company also paid certain fees and due diligence costs to AJB’s management company and legal counsel. After payment of the fees and costs, the net proceeds to the Company were $487,500, which will be used for working capital and other general corporate purposes, provided that up to $200,000 may be drawn upon for potential acquisitions.
The maturity date of the AJB June Note is January 23, 2024. The AJB June Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB June Note at any time without penalty. The AJB June Note contains standard and customary events of default, such as, among other restrictions and requirements, that the Company timely make payments under the AJB June Note; the Company may not sell a significant portion of its assets without the approval of AJB; the Company may not issue additional debt that is not subordinate to AJB; the Company must comply with the reporting requirements under the Securities Exchange Act of 1934; and the Company must maintain the listing of the Company’s common stock on the OTC Market or other exchange. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at a discount to the market price of the stock; and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance remaining under this AJB Note is $-0-.
● On November 13, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Nov. SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $500,000 to AJB (the “Nov. Note”) in a private transaction for a purchase price of $425,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $405,000, which will be used for working capital and other general corporate purposes.
The maturity date of the Nov. Note is May 10, 2024. The Nov. Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the Nov. Note at any time without penalty. The Company’s failure to make required payments under the Nov. Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the Nov. SPA or the Nov. Note, the Nov. Note will bear interest at 18%, AJB may immediately accelerate the Nov. Note due date, AJB may convert the amount outstanding under the Nov. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On January 30, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “January 30, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $50,000 to AJB (the “January 30, 2024 Note”) in a private transaction for a purchase price of $42,500 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $40,000, which will be used for working capital and other general corporate purposes.
The maturity date of the January 30, 2024 Note is July 30, 2024. The January 30, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the January 30, 2024 Note at any time without penalty. The Company’s failure to make required payments under the January 30, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the January 30, 2024 SPA or the January 30, 2024 Note will bear interest at 18%, AJB may immediately accelerate the January 30, 2024 Note due date, AJB may convert the amount outstanding under the January 30, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On February 20, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “February 20, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $53,000 to AJB (the “February 20, 2024 Note”) in a private transaction for a purchase price of $45,050 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $40,050, which will be used for working capital and other general corporate purposes.
The maturity date of the February 20, 2024 Note is August 20, 2024. The February 20, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the February 20, 2024 Note at any time without penalty. The Company’s failure to make required payments under the February 20, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the February 20, 2024 SPA or the February 20, 2024 Note, the February 20, 2024 Note will bear interest at 18%, AJB may immediately accelerate the February 20, 2024 Note due date, AJB may convert the amount outstanding under the February 20, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On February 29, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “February 29, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $159,000 to AJB (the “February 29, 2024 Note”) in a private transaction for a purchase price of $135,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $130,000, which will be used for working capital and other general corporate purposes.
The maturity date of the February 29, 2024 Note is August 29, 2024. The February 29, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the February 29, 2024 Note at any time without penalty. The Company’s failure to make required payments under the February 29, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the February 29, 2024 Note, the February 29, 2024 Note will bear interest at 18%, AJB may immediately accelerate the February 29, 2024 Note due date, AJB may convert the amount outstanding under the February 29, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On April 12, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “April 12, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $185,555 to AJB (the “April 12, 2024 Note”) in a private transaction for a purchase price of $108,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $45,000, which will be used for working capital and other general corporate purposes.
The maturity date of the April 12, 2024 Note is October 12, 2024. The April 12, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the April 12, 2024 Note at any time without penalty. The Company’s failure to make required payments under the April 12, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the April 12, 2024 SPA or the April 12, 2024 Note, the February 12, 2024 Note will bear interest at 18%, AJB may immediately accelerate the February 12, 2024 Note due date, AJB may convert the amount outstanding under the April 12, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
On September 29, 2025 the Company and AJB entered into a Third Amendment (“Third Amendment”). The Third Amendment to the Promissory Note amends the Promissory Note, as amended by the First Amendment and Second Amendment to extend the maturity date of the Promissory Note to March 29, 2026. In consideration for the extension of the maturity date, the Company issued to the shares to AJB valued at $270,000.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On May 31, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May 31, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $68,000 to AJB (the “May 31, 2024 Note”) in a private transaction for a purchase price of $61,200 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $55,000, which will be used for working capital and other general corporate purposes.
The maturity date of the May 31, 2024 Note is December 1, 2024. The May 31, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May 31, 2024 Note at any time without penalty. The Company’s failure to make required payments under the May 31, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the May 31, 2024 SPA or the May 31, 2024 Note, the May 31, 2024 Note will bear interest at 18%, AJB may immediately accelerate the May 31, 2024 Note due date, AJB may convert the amount outstanding under the May 31, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On June 18, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “June 18, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $72,500 to AJB (the “June 18, 2024 Note”) in a private transaction for a purchase price of $58,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $18,000, which will be used for working capital and other general corporate purposes.
The maturity date of the June 18, 2024 Note is December 18, 2024. The June 18, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the June 18, 2024 Note at any time without penalty. The Company’s failure to make required payments under the June 18, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the June 18, 2024 SPA or the June 18, 2024 Note, the June 18, 2024 Note will bear interest at 18%, AJB may immediately accelerate the June 18, 2024 Note due date, AJB may convert the amount outstanding under the June 18, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On July 15, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “July 15, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $59,000 to AJB (the “July 15, 2024 Note”) in a private transaction for a purchase price of $47,200 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $44,700, which will be used for working capital and other general corporate purposes.
The maturity date of the July 15, 2024 Note is January 15, 2025. The July 15, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the July 15, 2024 Note at any time without penalty. The Company’s failure to make required payments under the July 15, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the July 15, 2024 SPA or the July 15, 2024 Note, the July 15, 2024 Note will bear interest at 18%, AJB may immediately accelerate the July 15, 2024 Note due date, AJB may convert the amount outstanding under the July 15, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On August 28, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “August 28, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $157,556 to AJB (the “August 28, 2024 Note”) in a private transaction for a purchase price of $108,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $98,000, which will be used for working capital and other general corporate purposes.
On October 1, 2024, the Company and AJB Capital Investments LLC entered into a First Amendment to the August 28, 2024 Promissory Note (“First Amendment”), which amended the August 28, 2024 Promissory Note to increase the principal amount of the Promissory Note from $120,000 to $142,000.
On January 27, 2025, the Company and AJB Capital Investments LLC entered into a Second Amendment dated as of October 10, 2024 (“Second Amendment”), to that certain August 28, 2024 Note. The Second Amendment to the August 28, 2024 Note amends the August 28, 2024 Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $142,000 to $157,556, provided, however, that the $15,556 of additional principal carries an original issue discount of $1,556 withheld from the Company to cover monitoring costs associated with the August 28, 2024 Note.
On February 11, 2025, the Company and AJB Capital Investments LLC entered into a Third Amendment dated as of February 6, 2025 (“Third Amendment”) to that certain August 28, 2024 Note. The Third Amendment to the August 28, 2024 Note amends the August 28, 2024 Note, as amended by the First and Second Amendments, to increase the principal amount of the August 28, 2024 Note from $157,556 to $222,890, provided, however, that the $65,334 of additional principal carries an original issue discount of $6,534 withheld from the Company to cover monitoring costs associated with the August 28, 2024 Note and $3,500 withheld from the Company to cover due diligence and legal costs in connection with the Third Amendment.
The Company and AJB Capital Investments LLC entered into a Fourth Amendment dated as of March 10, 2025 (“Fourth Amendment”) to that certain August 28, 2024 Note. The Fourth Amendment to the Promissory Note amends the August 28, 2024 Note, as amended by the First, Second, and Third Amendments, to increase the principal amount of the August 28, 2024 Note from $22,890 to $252,890, provided, however, that the $30,000 of additional principal carries an original issue discount of $3,000 withheld from the Company to cover monitoring costs associated with the August 28, 2024 Note and $2,000 withheld from the Company to cover due diligence and legal costs in connection with the Fourth Amendment.
The Fifth Amendment to the August 28, 2024 Note entered into on May 13, 2025, amends the August 28, 2024 Note, as amended by the First, Second, Third, and Fourth Amendments, to increase the principal amount of the August 28, 2024 Note from $252,890 to $325,113, provided, however, that the $72,223 of additional principal carries an original issue discount of $7,223 withheld from the Company to cover monitoring costs associated with the August 28, 2024 Note and $4,000 withheld from the Company to cover due diligence and legal costs in connection with the Fifth Amendment. In exchange for the additional principal, the Company issued AJB Capital Investments LLC a pre-funded warrant to purchase up to 25,000,000 shares of Common Stock of the Company for a nominal exercise price of $0.00001 per warrant share (“Pre-Funded Warrant”). The Warrant includes various covenants of the Company for the benefit of the Warrant holder such as a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the Warrant.
The maturity date of the August 28, 2024 Note was February 28, 2025. The August 28, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the August 28, 2024 Note at any time without penalty. The Company’s failure to make required payments under the August 28, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the August 28, 2024 SPA or the August 28, 2024 Note, the August 28, 2024 Note will bear interest at 18%, AJB may immediately accelerate the August 28, 2024 Note due date, AJB may convert the amount outstanding under the August 28, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On November 1, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “November 1, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $48,600 to AJB (the “November 1, 2024 Note”) in a private transaction for a purchase price of $29,700 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $24,700, which will be used for working capital and other general corporate purposes.
On November 19, 2024, the Company and AJB Capital Investments LLC entered into a First Amendment to the November 1, 2024 Note (“First Amendment”), which amended the November 1, 2024 Note to increase the principal amount of the November 1, 2024 Note from $33,000 to $48,600.
On January 10, 2025, the Company and AJB Capital Investments LLC entered into a Second Amendment dated as of January 8, 2025 (“Second Amendment”), to that certain November 1, 2024 Note. The Second Amendment to the November 1, 2024 Note amends the November 1, 2024 Note, as amended by the First Amendment, to increase the principal amount of the November 1, 2024 Note from $48,600 to $81,934, provided, however, that the $33,334 of additional principal carries an original issue discount of $3,334 withheld from the Company to cover monitoring costs associated with the November 1, 2024 Note.
The maturity date of the November 1, 2024 Note is May 1, 2025. The November 1, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the November 1, 2024. Note at any time without penalty. The Company’s failure to make required payments under the November 1, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the November 1, 2024 SPA or the November 1, 2024 Note, the November 1, 2024 Note will bear interest at 18%, AJB may immediately accelerate the November 1, 2024 Note due date, AJB may convert the amount outstanding under the November 1, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On December 4, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “December 4, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $36,500 to AJB (the “December 4, 2024 Note”) in a private transaction for a purchase price of $32,850 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $27,850, which will be used for working capital and other general corporate purposes. The maturity date of the December 4, 2024 Note is June 4, 2025.
The December 4, 2024 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the December 4, 2024 Note at any time without penalty. The Company’s failure to make required payments under the December 4, 2024 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the December 4, 2024 SPA or the December 4, 2024 Note, the December 4, 2024 Note will bear interest at 18%, AJB may immediately accelerate the December 4, 2024 Note due date, AJB may convert the amount outstanding under the December 4, 2024 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On February 20, 2025, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “February 20, 2024 SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $29,445 to AJB (the “February 20, 2025 Note”) in a private transaction for a purchase price of $26,500 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $20,000, which will be used for working capital and other general corporate purposes. The maturity date of the February, 2025 Note is August 20, 2025.
The February 20, 2025 Note bears interest at 12% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the February 20, 2025 Note at any time without penalty. The Company’s failure to make required payments under the February 20, 2025 Note or to comply with various covenants, among other matters, would constitute an event of default. Upon an event of default under the February 20, 2025 SPA or the February 20, 2025 Note, the February 20, 2025 Note will bear interest at 18%, AJB may immediately accelerate the February 20, 2025 Note due date, AJB may convert the amount outstanding under the February 20, 2025 Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
As of December 31, 2025 the balance of this note along with accrued interest was $-0-.
● On June 30, 2025, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued both a Promissory Note in the principal amount of $68,000 (the “June 2025 AJB Note”) to AJB in a private transaction for a purchase price of $61,200 and a Pre-Funded Common Stock Purchase Warrant (the “AJB Warrant”), which entitles AJB to subscribe for and purchase from the Company up to 50,000,000 shares of the Company’s common stock, each executed on June 30, 2025. In connection with the sale of the June 2025 AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company is $51,381.35, which will be available at such times as an advance is requested by the Company pursuant to a Borrowing Notice (as defined in the Note).
The maturity date of the June 2025 AJB Note is December 11, 2025. The June 2025 AJB Note bears interest at a rate of twelve percent (12%) per calendar year from the date of issuance. The interest shall accrue on a monthly basis and is payable on the maturity date or upon acceleration or by prepayment or otherwise. The Company may prepay the June 2025 AJB Note at any time without penalty. Under the terms of the June 2025 AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the June 2025 AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or June 2025 AJB Note, the June 2025 AJB Note will bear interest at the lesser of 18% per annum or the maximum amount permitted under law, AJB may immediately accelerate the June 2025 AJB Note due date, AJB may convert the amount outstanding under the June 2025 AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
The AJB Warrant entitles AJB to subscribe for and purchase from the Company up to 50,000,000 shares of the Company’s common stock. The aggregate exercise price of the AJB Warrant was pre-funded to the Company. Consequently, AJB need not pay any additional consideration to exercise the AJB Warrant, other than a nominal exercise price of $.00001 per share. If the Company, while the AJB Warrant is outstanding, engages in a fundamental transaction, including, but not limited to, a merger, a disposition of all or substantially all of its assets, or a consummation of a stock purchase agreement that results in a change of control, then AJB shall have the right to receive, for each share of common stock that would have been issuable prior to the occurrence of such a fundamental transaction, the number of shares of capital stock of the successor, of the acquiring corporation, or of the Company if it is the surviving corporation, and any additional consideration receivable as a result of such a fundamental transaction by a holder of the number of shares of common stock for which the AJB Warrant is immediately exercisable prior to such a fundamental transaction.
As of December 31, 2025 the balancing remaining under this June 2025 AJB Note including accrued interest is $95,571.
THREE MILE CREEK
On July 10, 2025, the Company borrowed funds from Three Mile Creek Future LLC (“TMCF”) and issued a Promissory Note (the “TMCF Note”) in the principal amount of 1.7 Bitcoin and a Pre-Funded Common Stock Purchase Warrant (the “Warrant”), which entitles TMCF to subscribe for and purchase from the Company up to 77,704,407 shares of the Company’s common stock, each executed on July 16, 2025. These warrants were valued at $77,704.
The principal balance of the TMCF Note will be payable on January 10, 2026. The TMCF Note bears no interest and can be pre-paid by the Company any time without penalty. To secure the payment and performance of all obligations under the TMCF Note, the Company granted to TMCF a continuing security interest in all assets of the Company (the “Collateral”). Upon event of default, the unpaid principal balance of the TMCF Note will immediately become due and payable, and TMCF will have all rights and remedies available to it under the Nevada Uniform Commercial Code, including the right to take possession of the Collateral and to sell or otherwise dispose of it. AJB Capital Investments LLC, which holds a first priority security interest in the Collateral, has consented to the creation of the TMCF security interest in the Collateral and agreed to subordinate its lien to TMCF’s security interest.
The Warrant entitles TMCF to subscribe for and purchase from the Company up to 77,704,407 shares of the Company’s common stock any time prior to July 10, 2030. The aggregate exercise price of the TMCF Warrant was pre-funded to the Company. Consequently, TMCF need not pay any additional consideration to exercise the Warrant, other than a nominal exercise price of $0.03 per share.
Convertible Notes
Beginning on August 13, 2025, the Company executed subscription agreements with five accredited investors: Eksa Holdings LLC, Practivist Investors LLC, Richard G Averitt, Robert Nail, and Ryan Crownholm (each, an “Investor” and collectively, the “Investors”), in which the Company issued an aggregate of shares of the Company’s common stock. These shares were valued at $221,441. In addition, the Investors purchased, and the Company issued Convertible Promissory Notes amounting to $1,010,780 (each, a “Note” and collectively, the “Notes”) with the aggregate principal amount of 3 Bitcoin (“BTC”), 47.07 Ethereum (“ETH”), 110,505 XRP (“XRP”), 733.83 Avalanche (“AVAX” and together with BTC, ETH and XRP, the “Tokens”), and $100,000 U.S. Dollars (“USD”).
The Notes bear no interest and mature six months from the date of issuance of each Note (the “Maturity Date”), unless earlier converted or repaid in accordance with its terms.
On October 7, 2025, Practivist Investors LLC converted its note for shares of the Company’s Common Stock. The Common Stock was valued at $116,279 at the time of conversion. This conversion paid the $100,000 note in full and the Company recorded a loss of $16,279 on the note conversion.
On December 19, 2025, Eksa Holdings LLC and Robert Nail converted their notes for shares of the Company’s Common Stock. The Common Stock was valued at $712,788 at the time of conversion. This conversion paid their $755,579 notes in full and the Company recorded a gain of $42,791 on the note conversion.
On the Maturity Date, at each Investor’s election, the Notes are either: (a) converted into a number of shares equal to 135% of the principal amount of each Note divided by the cash value of one share of Common Stock, as determined by the average close price for the prior 10 trading days calculated on the Maturity Date; or (b) (i) if Investor contributes USD, repaid in BTC, in an amount equal to the BTC market value of the principal amount of the Note on the date the Company purchases BTC, or (ii) if Investor contributes Tokens, repaid in the same Token, in the quantity contributed. In case an Investor fails to make a conversion election, the principal amount of each Note shall convert into shares of Common Stock.
An Investor may request full repayment of a Note at any time prior to the Maturity Date. If Investor contributes USD, the Note will be repaid in BTC, in an amount equal to 90% of the BTC market value of the principal amount of the Note on the date the Company purchases BTC. If Investor contributes Tokens, the Note will be repaid in the same Token, in an amount equal to 90% of the quantity of contributed Token.
The Notes contain customary representations, warranties, and covenants of the Company, as well as standard events of default.
Pursuant to the Subscription Agreements, the Company issued to each Investor a number of shares of Common Stock equal to 5% of the principal amount of the Note issued to such Investor, divided by a share price based on the volume-weighted average price over the 10 trading days preceding the date of the Note.
FAST CAPITAL
On February 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Fast Capital, LLC (“Fast Capital”), and Fast Capital purchased a 10% convertible promissory note (the “Fast Capital Note”) from the Company in the aggregate principal amount of $115,000. The Fast Capital Note has an original issue discount of $10,000, resulting in gross proceeds to the Company of $105,000. Pursuant to the SPA, the Company agreed to reimburse Fast Capital for certain fees in connection with entry into the SPA and the issuance of the Fast Capital Note. The SPA contains certain covenants and customary representations and warranties by the Company and Fast Capital typically contained in such documents.
The maturity date of the Fast Capital Note is January 30, 2024. The Fast Capital Note bears interest at a rate of 10% per annum, and a default interest of 24% per annum. Interest is payable in shares of Company common stock.
Within the first six months of issuance of the Fast Capital Note, the Company had the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180th day of its issuance.
Fast Capital has the right at any time after the six-month anniversary of the date of issuance of the Fast Capital Note to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into Company common stock, subject to a beneficial ownership limitation. The conversion price of the Fast Capital Note equals 60% of the lowest closing price of the Company’s common stock for the 20 prior trading days, including the day upon which a notice of conversion is delivered.
The Fast Capital Note contains various covenants standard and customary events of default such as failing to timely make payments under the Fast Capital Note when due, the failure to maintain a listing on the OTC Markets or the Company defaulting on any other note or similar debt obligation into which the Company has entered and failed to cure within the applicable grace period. The occurrence of any of the events of default, entitle First Capital, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fast Capital Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 24%, and certain defined events of default may give rise to other remedies (such as, if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission then the conversion price of the Fast Capital Note may be decreased).
As of December 31, 2025, the balancing remaining under the Fast Capital Note is $8,784, with accrued interest of $40,000.
Notes Payable -Other
Promissory Notes
● On December 4, 2025, the Company entered into Secured Promissory Notes (the “Promissory Notes”) with Robert Nail, Eksa Holdings LLC, and Practivist Investors LLC. The principle amount of the Promissory Notes is $855,579. The notes bear no interest and are payable in August 2026.
SBA Loans
● On June 10, 2020, the Company received a loan from the Small Business Administration of $12,100 (the “2020 SBA Loan”). The 2020 SBA Loan bears interest at 3.75% per annum and is payable over 30 years with all payments of principal and interest deferred for the first 12 months.
● On February 2, 2021, the Company received a loan from the Small Business Administration of $18,265 (the “2021 SBA Loan”). The 2021 SBA Loan bears interest at 1% per annum and is payable over 5 years with all payments of principal and interest deferred for the first 10 months.
As of December 31, 2025 the total due on the SBA loans amounted to $11,976.
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