7. LOAN PAYABLES

Notes Payable

On June 14, 2022, the Company issued a promissory note payable for $117,000 (“Note A”). The promissory note is unsecured, payable on demand, and was set to mature on August 13, 2022. The promissory note bore interest at a rate per annum equal to the Bank of Canada’s Prime rate and has a one-time interest charge of $14,011. On August 9, 2022, a promissory note extension was signed, extending the maturity date of the note payable to February 14, 2023. The note requires monthly payment of $13,077 over 10 months. On January 31, 2023, the Company signed an amendment to extend the maturity date of the loan to February 14, 2024 at an interest rate equal to the Bank of Canada’s Prime rate plus 3%. The Principal balance owed on March 31, 2026 and December 31, 2025 is $117,000. Accrued interest on this loan is $33,335 and $31,957 on March 31, 2026 and December 31, 2025 respectively. The note went into default during 2024, and management is currently negotiating an extension with the loan holder.

On July 2, 2024, the Company closed on a convertible promissory note and entered into a securities purchase agreement dated July 1^st, 2024 with one subscriber to raise a net amount of $90,000, pursuant to the terms and subject to the conditions of the convertible promissory note issued to the subscriber. The promissory note is in the amount of $115,200, is unsecured and matures on May 15, 2025. We also agreed to an original issuance discount of $19,200. The promissory note bears interest at the rate of 10% per annum on the unpaid principal balance from July 1^st, 2024 until the maturity date. Any amount of principal or interest on the promissory note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until the same is paid. The promissory note is convertible into shares of common stock of the Company only in the event of a default, upon the terms and subject to the limitations and conditions set forth in the promissory note. Upon the occurrence and during the continuation of any event of default, the promissory note will immediately become payable on the conditions as set forth in the promissory note. . As of December 31, 2025 the promissory note was paid in full.

Convertible Notes Payable

On June 16, 2023, Waste Energy acquired software, including a Web3 business metaverse platform, Chat GPT-powered AI avatar technology, and domain portfolio, including UtopiaVR.com. This acquisition also includes a patent-pending IP technology relating to metaverse haptics that will hold potential for future development and licensing opportunities. Consideration for the acquisition of the assets included: (i) the issuance of 7,000,000 shares of common stock of the Company (each, a “Share”); (ii) the issuance of a convertible promissory note in the principal amount of $700,000, which matured on July 5, 2024 and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price of $0.10 per Share; and (iii) the issuance of a convertible promissory note in the principal amount of $154,250, which matured on July 5, 2024, and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price of $0.10 per Share. On December 31, 2024 the balance owed to the software developer was $854,000. These notes were non-interest-bearing. This note was in default as of December 31, 2024. On August 15, 2025, the Company settled a note payable to one of its principal shareholders through the issuance of common shares valued at $66,000, resulting in a gain on debt settlement of $788,250. As of December 31, 2025, the shares had not yet been issued, and the amount has been recorded as stock subscription payable within the equity section of the balance sheet and included in the statement of stockholders’ equity. The Company is obligated to issue 2,000,000 common shares to settle the debt.

On March 4, 2024, the Company officially entered into a promissory note agreement that was dated March 1, 2024 with one subscriber (the “Holder”) to raise a net amount of $75,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the Holder (the “Promissory Note”). The Promissory Note is in the amount of $80,000, plus a one-time interest charge of 15% ($14,400), which began to accrue interest on the unofficial issuance date, is unsecured and matured on December 30, 2024. The Company also agreed to an original issuance discount of $16,000. The total amount of the Promissory Note is $110,400 (including principal and interest). The note is to be paid by various balloon payments of $55,200 due on August 30, 2024 and payments of $13,800 on the 30th of each month starting September 30, 2024. There is a five-day grace period with respect to each payment. During the three months ended March 31, 2025 the balance of $43,200 was converted to shares.

On June 11, 2024, the Company entered into a Convertible Loan Agreement (the “Agreement”) with a holder for a principal amount of $375,000. The Agreement bears interest at 10% per annum and was originally scheduled to mature on June 11, 2025. Under the terms of the Agreement, in the event of default, the outstanding balance would become immediately due and payable, and the holder would have the right to convert all or any portion of the unpaid principal and accrued interest into shares of the Company’s common stock at a conversion price of $0.025 per share. Additionally, any outstanding loan amount at the time of default would increase by 30%, and repayment in cash during such an event would require payment of 130% of the then-outstanding principal, plus accrued and unpaid interest and any applicable default interest.

On June 5, 2025, the Company received an additional $50,000 under the existing Agreement, subject to the same terms and conditions as the original loan, increasing total proceeds to $425,000. Following the original lender’s death in quarter 3, the lender’s spouse assumed his rights and obligations under the Agreement. On July 10, 2025, the spouse executed an amendment to the Convertible Loan Agreement, extended the maturity date to July 10, 2026. On July 10, 2025, the Company received an additional $100,000 under the amended Agreement increasing the total principal amount to $600,000, and revising the conversion price to $0.20 per share. On October 21, 2025 the company received an additional $50,000 and on December 10, 2025 an additional $75,000 was received. All other terms and conditions remained substantially unchanged. As of March 31, 2026 and December 31, 2025, the outstanding principal was $650,000 and accrued interest totaled $82,877 and $68,123 respectively.

On June 09, 2025, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $107,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $123,050, plus a one-time interest charge of 12% ($14,766), which accrues on the issuance of the promissory note, is unsecured and matured on April 15, 2026. The Company also agreed to an original issuance discount of $16,050. The total amount of the promissory note of $137,816 (including principal, interest and fees) will be repaid in ten payments each in the amount of $13,781.60, the first payment is due on July 15, 2025, with nine subsequent payments each month thereafter. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as lowest trading price during the thirty trade days prior to the conversion date. As of December 31, 2025, the loan balance outstanding was $46,958, with accrued interest of $5,130. During the three months ended March 31, 2026, the Company repaid $27,563 of the outstanding balance and settled the remaining balance of $27,563 with issuance of 1,343,473 shares for fair value of $51,329.

On June 26, 2025, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $75,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $95,120, plus a one-time interest charge of 13% ($12,365), which accrues on the issuance of the promissory note, is unsecured and matured on April 30, 2026. The Company also agreed to an original issuance discount of $13,120. The total amount of the promissory note of $107,485 (including principal, interest and fees) will be repaid in five installments, the first payment is due on December 30, 2025 for $53,742.50, with four subsequent payments of $13,435.61 each month thereafter. There is a five-day grace period with respect to each payment. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as lowest trading price during the thirty trade days prior to the conversion date. As of December 31, 2025, the loan balance outstanding was $45,904, with accrued interest of $4,817. During the three months ended March 31, 2026, the Company repaid $24,501 of the outstanding balance and settled the remaining balance of $26,872 with issuance of 1,917,810 shares for fair value of $49,791.

On August 27, 2025, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $75,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $95,120, plus a one-time interest charge of 13% ($12,365), which accrues on the issuance of the promissory note, is unsecured and matured on June 30, 2026. The Company also agreed to an original issuance discount of $13,120. The total amount of the promissory note of $107,485 (including principal, interest and fees) will be repaid in five installments, the first payment is due on February 28, 2025 for $53,742.50, with four subsequent payments of $13,435.61 each month thereafter. There is a five-day grace period with respect to each payment. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as lowest trading price during the thirty trade days prior to the conversion date. As of December 31, 2025, the loan balance outstanding was $95,623, with accrued interest of $12,365. During the three months ended March 31, 2026, the Company repaid $75,485 of the outstanding balance and settled the remaining balance of $32,000 with issuance of 2,903,046 shares for fair value of $81,625.

On August 26, 2025, the Company issued a $150,000 convertible redeemable note to a subscriber, bearing interest at 6% per annum and maturing on August 26, 2026. The note included an original issue discount of $15,000, resulting in net proceeds of $135,000. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. During the three months ended March 31, 2026, the Company settled $90,000 of the outstanding balance with issuance of 5,019,685 shares for fair value of $219,930. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $150,000, and accrued interest totaled $2,492 and $3,132 respectively.

On November 7, 2025, the Company issued a $120,000 convertible redeemable note to the Holder, bearing interest at 6% per annum and maturing on November 7, 2026. The note included an original issue discount of $17,000, resulting in net proceeds of $103,000. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $120,000, and accrued interest totaled $2,841 and $1,065 respectively.

On November 19, 2025, the Company issued a $110,000 convertible redeemable note to the Holder, plus one-time interest charge of 12% ($13,200), which accrues on the issuance of the promissory note and matures on November 19, 2026. The note included an original issue discount of $10,000, resulting in net proceeds of $81,000. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. On December 27, 2025 a payment on principal was made for $12,000 as per the terms of the agreement. The Company repaid $36,000 during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $74,000 and $110,000 respectively, and accrued interest totaled $1,200 and $1,200 respectively.

On November 20, 2025, the Company issued a $110,000 convertible redeemable note to the Holder, plus one-time interest charge of 8% ($8,800), which accrues on the issuance of the promissory note and matures on November 20, 2026. The note included an original issue discount of $13,500, resulting in net proceeds of $96,500. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $110,000 and $110,000 respectively, and accrued interest totaled $8,800 and $8,800 respectively.

On December 15, 2025, the Company issued a $140,000 convertible redeemable note to the Holder, plus one-time interest charge of 10% ($14,000), which accrues on the issuance of the promissory note and matures on December 15, 2026. The note included an original issue discount of $15,000, resulting in net proceeds of $125,000. Beginning six months after issuance, the Holder may convert all or part of the outstanding balance into common stock at 60% of the lowest trading price of the shares during the twenty trading days preceding conversion. The Company repaid $42,000 during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, the outstanding principal balance under the note was $98,000 and $140,000, and accrued interest totaled $14,000 and $14,000 respectively.

On January 14, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $73,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $80,000 bearing interest at 12% per annum is unsecured and matures on January 14, 2027. The Company also agreed to an original issuance discount of $7,000. The total amount of the promissory note of $80,000 (including principal, interest and fees) will be repaid in six installments, the first payment is due on July 15, 2026 for $14,933.34, with five subsequent payments of $14,933.34 each month thereafter. There is a five-day grace period with respect to each payment. At and after any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as 65% of the lowest trading price during the fifteen trade days prior to the conversion date. As of March 31, 2026, the loan balance outstanding was $80,000, with accrued interest of $1,732.

On February 3, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $82,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $95,120, plus a one-time interest charge of 13% ($12,365), which accrues on the issuance of the promissory note, is unsecured and matures on December 15, 2026. The Company also agreed to an original issuance discount of $13,120. The total amount of the promissory note of $95,120 (including principal, interest and fees) will be repaid in five installments, the first payment is due on August 15, 2026 for $53,742.50, with four subsequent payments of $13,435.61 each month thereafter. There is a five-day grace period with respect to each payment. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as 65% of the lowest trading price during the ten trade days prior to the conversion date. As of March 31, 2026, the loan balance outstanding was $95,120, with accrued interest of $12,365.

On March 2, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $125,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $137,500 bearing an interest at 10% per annum is unsecured and matures on March 2, 2027. The Company also agreed to an original issuance discount of $12,500. The total amount of the promissory note of $137,500 (including principal, interest and fees) will be paid on maturity date of March 2, 2027. At any time before full payment of the promissory note, the outstanding balance can be converted into common shares at conversion rate of greater of $0.02 or 60% of the volume weighted average price of the common shares for the ten trading days immediately preceding the conversion date. As of March 31, 2026, the loan outstanding was $137,500, with accrued interest of $1,025.

On March 4, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $98,436, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $114,460, plus a one-time interest charge of 14% ($16,024), which accrues on the issuance of the promissory note, is unsecured and matures on January 15, 2027. The Company also agreed to an original issuance discount of $17,460. The total amount of the promissory note of $114,460 (including principal, interest and fees) will be repaid in ten payments each in the amount of $13,048.40, the first payment is due on April 15, 2026, with nine subsequent payments each month thereafter. There is a five-day grace period with respect to each payment. Upon the occurrence and during the continuation of any Event of Default, the promissory note shall become immediately due and payable for an amount equal to 200% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of the note to the date of payment plus (y) Default Interest. After any event of default, any outstanding and unpaid amount of the promissory note can be converted to common shares at conversion price calculated as 65% of the lowest trading price during the ten trade days prior to the conversion date. As of March 31, 2026, the loan balance outstanding was $114,460, with accrued interest of $16,024.

On March 5, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $108,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $120,000, bears an interest rate of 12% per annum, is unsecured and matures on March 5, 2027. The Company also agreed to an original issuance discount of $12,000. The total amount of the promissory note of $120,000 (including principal, interest and fees) will be paid on maturity date of March 5, 2027. At any time after cash payment or the sixth monthly anniversary of the promissory note, the outstanding balance can be converted into common shares at conversion rate of 60% of the lowest trading price of the common shares for the twenty trading days immediately preceding the conversion date. As of March 31, 2026, the loan outstanding was $120,000, with accrued interest of $1,026.

On March 26, 2026, the Company entered into a promissory note agreement with one subscriber to raise a net amount of $108,000, pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note is in the amount of $120,000, bears an interest rate of 6% per annum, is unsecured and matures on March 26, 2027. The Company also agreed to an original issuance discount of $12,000. The total amount of the promissory note of $120,000 (including principal, interest and fees) will be paid on maturity date of March 26, 2027. At any time after the sixth monthly anniversary, the outstanding balance can be converted into common shares at conversion rate of 60% of the lowest trading price of the common shares for the twenty trading days immediately preceding the conversion date. As of March 31, 2026, the loan outstanding was $120,000, with accrued interest of $99.