Note 14 – CONVERTIBLE NOTES PAYABLE

The convertible notes payable was $275,000 and $0 as of December 31, 2025 and 2024, respectively.

On August 5, 2025, the Company issued a convertible promissory note (the “Note”) in the principal amount of $275,000 to Labrys Fund II, L.P.  for an aggregate cash purchase of $250,000 in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) thereunder. As additional consideration for the purchase of the Note, the Company issues a common stock purchase warrant to purchase 45,833 shares of common stock at an initial price per share of $6.00 to the Purchaser. The Note bears interest at 10% per annum and matures on the twelve (12) months from the Issue Date. The Purchaser may have conversion rights at the date that an Event of Default occurs or the date that the Company failed to pay any Amortization Payment to convert the Convertible Note into shares of the Company’s common stock at a conversion price equal to the 90% of the lowest closing bid price of the Common Stock on Principal Market during the ten (10) Trading Day period immediately preceding the respective conversion date. The Company’s convertible notes have original maturities of less than one year and contain certain features that are contingent upon the occurrence of events of default. The Company evaluated the contingent feature under ASC 815 and concluded that separate bifurcation and accounting as an embedded derivative was not necessary, as the fair value of the feature was immaterial to the financial statements. Accordingly, the convertible notes are accounted for as a single financial liability. The convertible notes were initially recognized at their principal amount, which approximates their fair value at issuance. The difference between the proceeds received and the principal amount was not material and was recognized in expenses upon initial recognition.