NOTES PAYABLE |
12 Months Ended | |||||||||
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Dec. 31, 2025 | ||||||||||
| Nonrelated Party [Member] | ||||||||||
| Defined Benefit Plan Disclosure [Line Items] | ||||||||||
| NOTES PAYABLE |
Refer to the Form 10-K for the year ended December 31, 2024 filed May 9, 2025 for a full description of notes that existed as of December 31, 2024 and 2023. All note balances that were either converted or repaid as of December 31, 2024 have been excluded from this disclosure.
The Company entered into a note payable with an individual on September 4, 2024 that matures March 4, 2025 in the amount of $287,500. There was a one-time interest charge included in the note in the amount of $12,500. There was an original interest discount of $25,000 recorded. This note was reclassified to advances on purchase of assets by TAP as of December 2, 2024, and reflected in the loss on sale to TAP on February 27, 2025.
The Company entered into a note payable with an individual on October 16, 2024 that matures October 16, 2025 in the amount of $250,000. This note was reclassified to advances on purchase of assets by TAP as of December 2, 2024 and reflected in the loss on sale to TAP on February 27, 2025.
On August 1, 2023, the Company entered into a Master Consulting Agreement (the “Agreement”) and Promissory Note (“Note”) with BRU, LLC (“BRU”). Under the terms of the Agreement, BRU will provide information technology support to the Company for a three-year term. The Company has agreed to pay compensation in common stock and cash. The initial stock consideration is shares of common stock as compensation for past due invoices owed to BRU’s predecessor in interest with a 24-month price floor of $0.003 so that additional shares of common stock will be issued to BRU if the aggregate value of the common stock is less than $ per share on the applicable measurement dates.
Additional shares of common stock will be issued to BRU based on milestones to be mutually agreed to by the Company and BRU by August 11, 2023. The Company will issue shares of its common stock (the “Additional Shares”) upon completion of the milestones that shall not be more than two years after execution of the Agreement. The value of the Additional Shares shall be equal to the number of Additional Shares multiplied by $ (the “Additional Share Value”). On each anniversary of the execution date (the “Anniversary Date”) until the milestones are met, but in no event more than two years from the execution date, the Additional Share Value shall equal the value of the common stock on the Anniversary Date, based on the closing price of the Company’s common stock on the Anniversary Date (the “Anniversary Value”) (as may be adjusted for any reverse split). To the extent the Anniversary Value is lower than the public market value of the Company’s common stock, the Company will issue additional shares to BRU equal to the amount necessary for the total number of common stock and Additional Shares issued under the Agreement to equal the Anniversary Share Value that in no event will be less than $0.003 per share, or, at the Company’s election, pay in cash the difference between the public market value of the Company’s common stock and the Anniversary Share Value.
The Company has agreed to make two cash payments to BRU: $100,000 within 10 days following the execution of the Agreement and $400,000 through a Note with an 18-month term that bears no interest unless there is an event of default. The $400,000 cash payments under the Note are due and payable as follows: $100,000 within 45 days after the execution date; (b) $200,000 on the date that is one year from the execution date; and (c) $100,000 on or before the maturity date. The Company will also pay BRU $41,666.67 a month for the term of the agreement (subject to annual inflation adjustments) for ongoing technology development services provided by BRU.
The Company amended this agreement on December 17, 2024, and adjusted the schedule of payments due to BRU. In accordance with the revised payment schedule, the Company paid BRU:
Both share issuances have been made and the $750,000 due April 1, 2025 was repaid on April 1, 2025.
As of December 31, 2025, the Company has no amounts outstanding.
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