Notes Payable |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes Payable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes Payable | Note 6 – Notes Payable
In connection with the acquisition of assets from ECC the Company issued a note payable to the owner of ECC. The note accrued interest at 5% per annum, requires quarterly principal and interest payments of $4,518, and is due on April 15, 2021. At March 31, 2026, and December 31, 2025, the amount outstanding under this note payable was $0 and $5,272, respectively.
On December 26, 2020, a line of credit held by the company had matured and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation accrues interest at the rate of $10.89 per day until the bank receives full payment. As of December 31, 2025, the amount outstanding under this note payable was $0.
On September 30, 2024, the Company entered into a Promissory Note with Gold Team Inc., a company owned by the Company’s CEO, in the amount of $300,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. On September 30, 2025, the principal balance on the Note was converted into 300 shares of the Company’s Series A Convertible Preferred and the interest balance of $16,200 was repaid in cash. As of December 31, 2025, the amount outstanding under this note payable was $0.
On September 30, 2024, the Company entered into a Promissory Note with Robert Goldstein, the Company’s CEO, in the amount of $350,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. On September 30, 2025, the principal balance on the Note was converted into 350 shares of the Company’s Series A Convertible Preferred and the interest balance of $18,900 was repaid in cash. As of December 31, 2025, the balance of principal and interest on the Note was $0.
On September 30, 2024, the Company’s previous CFO, Richard Landry, agreed to convert $150,000 in accrued compensation owed to him by the Company into a three-year Promissory Note. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of March 31, 2026, the balance of principal and interest on the Note was $144,900.
On October 29, 2024, the Company entered into a note payable in the amount of $110,000. The note bears non-annualized interest of $31,900 and 78 payments of $1,819 are to be paid weekly until paid in full. As of December 31, 2025, the balance of principal and interest on the Note was $0.
On October 31, 2024, the Company entered into a note payable in the amount of $79,400 and included an origination fee of $2,374. The note bears non-annualized interest of $22,153 and 65 payments of $1,562 are to be paid weekly until paid in full. As of March 31, 2026, the balance on the Note was $0.
During the twelve months ending December 31, 2024, the Company received $150 from Averox, a related party. The note is payable on demand and non-interest bearing.
On December 18, 2025, the Company entered into a note payable in the amount of $210,000. The note bears non-annualized interest of $60,900 and 80 payments of $3,386.25 are to be paid weekly until paid in full. As of March 31, 2026, the balance of principal and interest on the Note was $175,875.
During the twelve months ended December 31, 2025, and 2024, the Company received $2,050 and $2,500, respectively, from Cali From Above, a related party. The balance on the note as of March 31, 2026, is $4,550 and is payable on demand and non-interest bearing.
On March 31, 2026, the Company entered into a note payable in the amount of $27,000. The note bears non-annualized interest of $7,560 and 67 payments of $516 are to be paid weekly until paid in full. As of March 31, 2026, the balance of principal and interest on the Note was $27,000.
The following table summarizes the current and long-term portion of notes payable as of March 31, 2026:
Convertible Notes
On April 17, 2024, the Holder of the Company’s convertible Notes issued on May 5, 2022, and October 10, 2022, agreed to extend the maturity dates to December 31, 2024, under Amendment #2 of the Notes. In consideration for extending the maturity dates, the principal balance of Note 1 was increased by $50,000 and the principal balance of Note 2 was increased by $20,000. During the twelve months ending December 31, 2025, the Company converted $262,046 in principal and interest in exchange for 4,367,426 shares of common stock and both Notes are paid in full.
On December 20, 2024, the Company received $72,000 through Digital Trust, LLC (custodian to an IRA owned by Michael Hastings, our CFO), in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding. On June 18, 2025, and as an incentive to convert the Note, the Company modified the conversion terms whereby if the Lender delivers written notice of conversion by September 30, 2025, the Lender would be entitled to convert the outstanding balance at a rate of 0.05 divided by the amount converted. The Lender accepted the incentive and on June 23, 2025, the Company issued 1,440,000 common shares to its CFO in satisfaction of $72,000 principal. Upon conversion, the principle on the note was considered paid in full and $2,160 in accrued interest remains outstanding as of March 31, 2026. The Company evaluated the transaction under ASC 470-20 and recognized incentive expense of $12,000, representing the fair value of the added consideration.
On December 20, 2024, the Company received $72,000 from a shareholder, in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding. On June 18, 2025, and as an incentive to convert the Note, the Company modified the conversion terms whereby if the Lender delivers written notice of conversion by September 30, 2025, the Lender would be entitled to convert the outstanding balance at a rate of 0.05 divided by the amount converted. The Lender accepted the incentive and on June 23, 2025, the Company issued 1,440,000 common shares in satisfaction of $72,000 principal. Upon conversion, the principle on the note was considered paid in full and $1,080 in accrued interest remains outstanding as of March 31, 2026. The Company evaluated the transaction under ASC 470-20 and recognized incentive expense of $12,000, representing the fair value of the added consideration.
On October 31, 2025, the Company entered into a two-year promissory note for $50,000. The Note bears interest at the rate of 24%, with a lump sum of $75,000 due at Maturity on October 31, 2027. At Maturity, the Lender will have the right to full repayment of the Note or elect to purchase 30,000 common shares of MIFTI common stock currently owned by the Company at $2.50 per share, for a total value of $75,000.
On December 18, 2025, the Company entered into a Promissory Note for $25,000. The Note bears interest at 24% annually, with payments of 2% monthly to accrue until paid as a lump sum of $37,500 at Maturity on December 18, 2027. The Lender will have the right at Maturity to purchase 25,000 common shares of MIFTI held by the Company at $1.50 per share for a total of $37,500. If the Lender elects to convert prior to the Maturity Date, the interest owed will be adjusted to reflect the shorter Note term and the share price will be adjusted accordingly so that the Lender receives 25,000 common shares of MIFTI.
The following table summarizes certain details related to our outstanding convertible notes:
Demand Notes Payable to Shareholders
Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. As of March 31, 2026, and December 31, 2025, the balance owed was $90,330 and $90,330, respectively.
Michael Hastings, the CFO, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. As of March 31, 2026, and December 31, 2025, the balance owed was $5,231 and $0, respectively.
Future maturities of all loans and notes payable as of March 31, 2026, and December 31, 2025, are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||