Debt |
6 Months Ended | ||||||||||
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Jun. 30, 2026 | |||||||||||
| Debt Disclosure [Abstract] | |||||||||||
| Debt | Note 4 – Debt
Promissory Notes Payable and Promissory Notes Payable - Related Party
During the year ended December 31, 2025:
One (1) promissory note agreement was extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $61,376. A total of shares of common stock were issued as additional consideration for the 2025 extensions. During the six months ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $69,048. A total of shares of common stock were issued as additional consideration for the extension. The loss generated by the note extension during 2026 was $7,672, and during 2025 was $15,263. The outstanding principal balance was $69,048 as of June 30, 2026. Accrued interest as of June 30, 2026, was $11,446.
The note issued to the related party was extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $976,204. A total of shares of common stock were issued as additional consideration for the 2025 extensions. During the quarter ended December 31, 2025, the noteholder sold $145,000 of the value of his promissory note to two noteholders, of which $70,000 was to a related party. The outstanding principal balance was $831,204 as of December 31, 2025. During the six months ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $901,354. A total of shares of common stock were issued as additional consideration for the extension. During the six months ended June 30, 2026, the noteholder sold $382,500 of the value of his promissory note to three noteholders, of which $30,000 was to a related party. The related party was issued a new promissory note for the remaining balance of his note of $473,854. Accrued interest as of June 30, 2026, was $150,525. The loss generated by the note extensions during 2026 was $100,150, and during 2025 was $242,767.
The note holding the principal of $139,817 and issued to the holder not affiliated with the Company was extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $186,096. A total of shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $186,096 as of December 31, 2025. During the six months ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $209,358. A total of shares of common stock were issued as additional consideration for the extension. Accrued interest as of June 30, 2026, was $32,460. The loss generated by the note extension during 2026 was $23,262, and during 2025 was $46,279.
The note issued to the related party was extended to July 31, 2025, and to October 31, 2025, increasing principal to $119,909. On September 30, 2025, the noteholder sold $75,000 of the value of his promissory note to another related party. On October 31, 2025, the note was extended to January 31, 2026, increasing principal to $49,399. A total of shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $49,399 as of December 31, 2025. During the six months ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $55,574. A total of shares of common stock were issued as additional consideration for the extension. Accrued interest as of June 30, 2026, was $12,496. The loss generated by the note extension during 2026 was $6,175, and during 2025 was $25,301.
The Company entered into 4 promissory note agreements in the aggregate amount of $230,000, of which $155,000 was with related parties. One note was extended to January 31, 2026, increasing principal to $82,500. A total of shares of common stock were issued as additional consideration for the extension. All notes were due on January 31, 2026. The outstanding principal balance was $237,500 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $267,188. A total of shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $17,094. The loss generated by the note extensions during 2026 was $29,688, and during 2025 was $7,500.
During the six months ended June 30, 2026, the Company entered into 9 promissory note agreements in the aggregate amount of $1,126,354 , of which $548,854 was with related parties. Of the total, $270,000 was received in cash and $856,354 was issued with no cash proceeds (re-issued or deducted from prior notes). The notes bear 10% interest per annum. Two (2) notes were extended to June 30, 2026, increasing principal from $80,000 to $90,000. A total of shares of common stock were issued as additional consideration for the extensions . Eight notes are due on June 30, 2026, one note is due on December 31, 2026 . The outstanding principal balance was $1,136,354 as of June 30, 2026 (of which $552,604 was with related parties ). Accrued interest as of June 30, 2026, was $13,227. The loss generated by the note extensions during 2026 was $10,000.
Convertible Notes Payable and Convertible Notes Payable – Related Party
The Convertible Notes provide for a maturity of 12-months; 7.5% interest per annum; and no right to prepay during the first 6-months after the date of issuance (the “Issuance Date”). The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion Shares”) as follows:
(a) The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on a higher exchange due to the (i) pricing and funding of an S-1 registration statement; or, (ii) the closing of a transaction resulting in the uplist (either, a “Triggering Transaction”). The conversion price for the Conversion Shares in an automatic conversion shall be equal to:
(1) 75% of the price under the Triggering Transaction if within 120-days of the Issuance Date;
(2) 70% of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date;
(3) 65% of the price under the Triggering Transaction if more than 150-days of the Issuance Date.
(b) The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance Date. The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65% of the volume weighted average price for the Company’s common stock during the 20-consecutive trading days preceding the conversion.
During the year ended December 31, 2024:
Notes with six investors not affiliated with the Company were amended with an increase in principal from $1,950,000 to $3,394,584, an increase in interest rate from 7.5% to 10%, and extended until March 31, 2025. During the year ended December 31, 2025, the notes were extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $4,518,191. A total of shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $4,518,191 as of December 31, 2025. During Q1 2026, one noteholder sold $525,000 of the value of his promissory note to another holder not affiliated with the Company. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $4,492,340. A total of shares of common stock were issued as additional consideration for the extensions. As of June 30, 2026, total principal and accrued interest on these six notes totaled $4,492,340 and $840,860, respectively. The loss generated by the note extensions during 2026 was $499,149, and during 2025 was $1,123,607.
Conditions of the note with one (1) purchaser not affiliated with the Company were amended several times (once under the MFN provision) resulting in an increase in principal from $50,000 to $118,670, an increase in interest rate from 7.5% to 10%, and extended until January 31, 2026. During the year ended December 31, 2025, the note was extended to July 31, 2025, to October 31, 2025, and to January 31, 2026. Additionally, the Company issued shares of common stock in compliance with the MFN terms and shares of common stock were issued as additional consideration for the note extensions. The outstanding principal balance was $118,670 as of December 31, 2025. During the six months ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $133,503. A total of shares of common stock were issued as additional consideration for the extension. Accrued interest as of June 30, 2026, was $22,549. The loss generated by the note extension during 2026 was $14,834, and during 2025 was $29,511.
The Company entered into ten convertible promissory note agreements in the aggregate amount of $736,511, of which $447,787 was with related parties. During 2024, conditions of the notes were amended under the MFN provision resulting in an increase in principal to $1,047,321 (of which $631,811 was with related parties) and extended until March 31, 2025. During the year ended December 31, 2025, the notes were extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $1,393,983 (of which $840,940 was with related parties). A total of shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $1,393,983 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $1,568,231. A total of shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $261,333. The loss generated by the note extensions during 2026 was $174,248, and during 2025 was $346,662. (Related Party: $840,940 of original principal)
During the year ended December 31, 2025:
The Company entered into five convertible promissory note agreements in the aggregate amount of $105,000, of which $80,000 was with related parties. During 2025, the notes were extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $139,755 (of which $106,480 was with related parties). A total of shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $139,755 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $157,224 (of which $119,790 was with related parties). A total of shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $18,464. The loss generated by the note extensions during 2026 was $17,469, and during 2025 was $34,755.
The Company entered into seven convertible promissory note agreements in the aggregate amount of $245,000, of which $50,000 was with a related party. On July 31, 2025, the notes were extended to October 31, 2025, and on October 31, 2025, to January 31, 2026, increasing principal to $296,450 (of which $60,500 was with a related party). A total of shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $296,450 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $333,506 (of which $68,063 was with a related party). A total of shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $34,420. The loss generated by the note extensions during 2026 was $37,056, and during 2025 was $51,450.
The Company entered into seven short-term convertible promissory note agreements in the aggregate amount of $424,921, of which $299,921 was with related parties. Conditions of five notes were amended under the MFN provision resulting in an increase in principal. On October 31, 2025, the notes were extended to January 31, 2026. Note amendments under the MFN provision and extensions resulted in an increase in principal to $480,143 (of which $331,643 was with related parties). A total of shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $480,143 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $540,161 (of which $373,098 was with related parties). A total of shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $39,585. The loss generated by the note extensions during 2026 was $60,018, and during 2025 was $55,221.
During the six months ended June 30, 2026:
One noteholder sold $525,000 of the value of his promissory note to another holder not affiliated with the Company. On the same day, the noteholder distributed $152,000 of principal to another 4 holders, creating 4 new convertible notes of $38,000 each. The Convertible Notes bear 10% interest per annum and were initially due January 31, 2026. On January 31, 2026, the five notes were extended to June 30, 2026, increasing principal to $590,625. A total of shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $28,984. The loss generated by the note extensions during 2026 was $65,625.
The noteholder sold $75,000 of the value of his promissory note to another holder not affiliated with the Company, creating 2 new convertible notes. The Convertible Notes bear 10% interest per annum and are due June 30, 2026. As of June 30, 2026, total principal and accrued interest on these two notes totaled $75,000 and $174, respectively.
Scheduled maturities of debt remaining as of June 30, 2026, for each respective fiscal year end are as follows:
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