CONVERTIBLE NOTES PAYABLE

12 Months Ended

Dec. 31, 2025

NOTE 9 – CONVERTIBLE NOTES PAYABLE

Around May 3, 2021, we entered into four (4) Securities Purchase Agreements (the “2021 SPA’s”), under which we agreed to sell convertible promissory notes (the “2021 Notes”), in an aggregate principal amount of $2,165,000 with 6% interest.

At any time after the issue date of the Notes, the Holders of the Notes, (the “2021 Holders”), have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) if the market price at the date of conversion is below $0.13, the conversion price will be reduced with 120% of the price difference.

If the 2021 Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of the conversion discounted applicable to the 2021 Notes. There can be no assurance that there will be any funds available to pay off the 2021 Notes. If we fail to obtain such additional financing on a timely basis, the 2021 Holders may convert the 2021 Notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price.

On May 5, 2023, three (3) of the Notes were renegotiated; the interest was set to 10% (default rate 18%), a prepayment at 120% was included and the Notes extended until April 30, 2024. On July 15, 2024, a debt discount of $105,000 was added to the Notes principal and the Base Conversion Price to $0.08. The note has been in default since March 1, 2025.

At December 31, 2025, and 2024, the outstanding convertible notes were as follows:

Name		Principal due		Accrued interest		Total amount due
		December 31, 2024
Notes sold in exchange for cash	(1)(2)	$	805,000	$	143,642	$	948,642

		December 31, 2025
Notes sold in exchange for cash	(1)	$	805,000	$	277,956	$	1,082,956

(1)	The note was sold on May 3, 2021 with a face value of $1,000,000 and debt discount of $102,875 paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).
(2)	During the year 2024 a total of $200,000 was converted into 1,675,849 shares of Common Stock. An additional $316,588 (including $51,588 in interest) was converted into 2,435,291 shares of Common Stock at an earlier date. The note has been in default since March 1, 2025.