NOTE 5 – CONVERTIBLE PROMISSORY DEBENTURES

Convertible notes payable consisted of the following:

 SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Principal payments on convertible promissory debentures are due as follows:

 SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES

Changes in convertible notes were as follows:

 SCHEDULE OF CHANGES IN CONVERTIBLE NOTES

Changes in note discounts were as follows:

 SCHEDULE OF CHANGES IN NOTE DISCOUNTS

Current Noteholders

Extension of Notes

On August 29, 2025, noteholders Osher and Brio agreed to extend all of their outstanding notes to December 31, 2027 for original issue discount totaling $737,786. ASC 470-50-40-10, Modifications and Extinguishments, provides guidance on whether a modification or exchange of a term loan or debt security should be accounted for as a modification or an extinguishment. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different and deemed to be a modification of the debt instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is greater than 10 percent, the debt instruments are considered to be substantially different and deemed to be an extinguishment of the debt instrument. The Company accounted for the extension of the notes as a modification with no gain or loss recognized since there were no notes where the cash flow effect on present value basis was greater than 10%.

Regulation D

On January 9, 2025, the Company initiated a Regulation D offering to sell up to 750,000 Units at a price of $5,000 per unit with each Unit consisting of one (1) $5,500 principal amount convertible debenture (convertible at two dollars ($2.00) per share into the Company’s common stock) and a Warrant to purchase 1,250 shares of common stock at $4.00 per share. The Debentures have a principal amount equal to 110% of such Purchaser’s subscription amount, convertible at $2.00 per share and maturing one (1) year from the date the subscription amount is accepted by the Company. The Warrants for a number of shares equal to the subscription amount divided by the conversion price with an exercise price of $4.00 per share, exercisable upon issuance and will expire five years from issuance. The Debentures will not be redeemable but contain an automatic conversion feature, which will cause all principal and interest due under the Debenture to automatically convert if our common stock is listed for trading on a national securities exchange, such as NASDAQ or the NYSE. As of September 30, 2025, a total of 69 Units were sold to accredited investors at a price of $5,500 per Unit totaling $379,717 (total of $345,197 cash was received).

2025 Convertible Notes (Note 5)

During fiscal 2025, the Company entered into Original Issue Discount Senior Convertible Debentures (the “2025 Notes”) totaling (i) $178,200 aggregate principal amount of Notes (total of $162,000 cash was received) due between April and June 2026 based on $1.00 for each $0.90909 paid by the noteholders and (ii) five-year 5Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 80,851 shares of the Company’s Common Stock at an exercise price of $4.00 per share. The aggregate cash subscription amount received by the Company for the issuance of the Note and Warrants was $178,200 which was issued at a $16,200 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $2.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.

In addition, in August and September 2025, the Company entered into two Notes totaling $232,100 (total of $207,500 cash was received) that provide for a variable conversion price. The Notes provide for a variable conversion rate per share equal to 65% and 75%, respectively, of the lowest trading price for the proceeding 10 trading days prior to a conversion, are due in one year and provide for interest of 7% to 8% per annum. The Company determined that in accordance with ASC 815-15, Embedded Derivatives, it should bifurcate and separately recognize the variable conversion rate at its fair value and at each subsequent measurement date, remeasure its fair value with such changes in fair value recorded in earnings. The Company recognized a total value of $181,362 as a derivative on the grant dates (based on the Binomial valuation model on the date of grant). During the three and nine months ended September 30, 2025 and 2024, the Company did not recognize a remeasurement to fair value as it was deemed immaterial. The issuances of the foregoing securities are exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Sellers are sophisticated investors and familiar with the Company’s operations. No stock purchase warrants were issued as part of the agreement.

On August 29, 2025, two noteholders agreed to extend their notes to December 31, 2027 for original issue discount totaling $8,316.

2024 Convertible Notes (Note 4)

During fiscal 2024, the Company entered into Original Issue Discount Senior Convertible Debentures (the “2024 Notes”) totaling (i) $171,300 aggregate principal amount of Notes (total of $153,000 cash was received) due between January and November 2025 based on $1.00 for each $0.90909 paid by the noteholders and (ii) five-year 5Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 80,426 shares of the Company’s Common Stock at an exercise price of $4.00 per share. The aggregate cash subscription amount received by the Company for the issuance of the Note and Warrants was $153,000 which was issued at a $18,300 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $2.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.

On August 29, 2025, the noteholders agreed to extend the notes to December 31, 2027 for original issue discount totaling $63,395.

In September 2024, holders converted $474,794 in exchange for the issuance of 118,700 shares of Common Stock to the holders.

In May and June 2024, holders converted $232,937 in exchange for the issuance of 38,826 shares of Common Stock to the holders.

2023 Convertible Notes (Note 3)

During fiscal 2023, the Company entered into Original Issue Discount Senior Convertible Debentures (the “2023 Notes”) totaling (i) $264,400 aggregate principal amount of Notes (total of $240,000 cash was received) due between January and December 2024 based on $1.00 for each $0.90909 paid by the noteholders and (ii) five-year 5 Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 139,500 shares of the Company’s Common Stock at an exercise price of $4.00 per share. The aggregate cash subscription amount received by the Company for the issuance of the Note and Warrants was $240,000 which was issued at a $24,400 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $2.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.

On August 29, 2025, the noteholders agreed to extend the notes to December 31, 2027 for original issue discount totaling $109,334.

On September 30, 2024, a noteholder agreed to extend the note to August 31, 2025 for original issue discount totaling $15,400.

On April 9, 2024, a noteholder agreed to extend the note to March 31, 2025 for original issue discount totaling $15,000.

2022 Convertible Notes (Note 2)

During fiscal 2022, the Company entered into Original Issue Discount Senior Convertible Debentures (the “2022 Notes”) totaling (i) $770,000 aggregate principal amount of Notes (total of $700,000 cash was received) due between January and December 2023 based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) 5five-year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 192,500 shares of the Company’s Common Stock at an exercise price of $4.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $700,000 which was issued at a $70,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $2.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.

On August 29, 2025, the noteholders agreed to extend the notes to December 31, 2027 for original issue discount totaling $342,522.

On September 30, 2024, a noteholder agreed to extend the note to August 31, 2025 for original issue discount totaling $56,306.

On April 10, 2024, a noteholder agreed to extend the notes to March 2025 for original issue discount totaling $41,350. During 2023, the noteholders agreed to extend the notes to between August 2024 and March 2025 for original issue discount totaling $68,078.

Osher – $620,553 (Note 1)

On January 28, 2020, as subsequently amended, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $385,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture due August 30, 2024, based on $1.00 for each $0.90909 paid by Osher and (ii) 5five-year Common Stock Purchase Warrants to purchase up to an aggregate of 102,827 shares of the Company’s Common Stock at an exercise price of $3.76 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the note and warrants was $350,005 with a total of $34,995 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $2.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.

At various dates from October 2021 through September 2024, the noteholder agreed to extend the note for original issue discount totaling $235,552 which were due August 31, 2025.

On August 29, 2025, the noteholder agreed to extend the note to December 31, 2027 for original issue discount totaling $214,219. The note totals $834,771 as of September 30, 2025 and is included in long term convertible notes payable in the unaudited condensed consolidated balance sheets as of September 30, 2025.