CONVERTIBLE NOTES PAYABLE – RELATED PARTY |
6 Months Ended |
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Jun. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| CONVERTIBLE NOTES PAYABLE – RELATED PARTY | NOTE 10 - CONVERTIBLE NOTES PAYABLE – RELATED PARTY
On various dates between September 29, 2025 and May 29, 2026, the Company borrowed an aggregate of $905,398 (CAD $1,285,000) under a note agreement with a related party (the “Notes”). The Notes bear interest at 10% per annum and mature twelve months from the respective borrowing dates. The Company may prepay the outstanding principal and accrued interest at any time without penalty. At the option of the lender, all or a portion of the outstanding principal and accrued interest may be converted into shares of the Company’s common stock at a fixed conversion price of $0.016 per share. To the extent the conversion option is not exercised, the Notes are repayable in cash at maturity or earlier, at the Company’s option.
The principal amount of the Notes is denominated in Canadian dollars, while the conversion price is denominated in U.S. dollars. Upon conversion, the outstanding balance (inclusive of accrued interest) is first translated into U.S. dollars using the applicable exchange rate on the conversion date, and the resulting U.S. dollar amount is divided by the stated conversion price to determine the number of shares issuable. As a result, the number of shares issuable upon conversion is subject to variability based on foreign exchange rate fluctuations.
As of June 30, 2026 and December 31, 2025, the outstanding principal balance of the Notes were $905,399 and $655,711, respectfully. Accrued interest totaled $45,047 and $8,384, resulting in a total carrying amount of $950,446 and $664,095, respectfully. Based on the outstanding balance as of June 30, 2026, the Notes were convertible into approximately 59.4 million shares of the Company’s common stock, assuming conversion at the period-end exchange rate.
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