v3.25.1
Convertible Note Payable
12 Months Ended
Dec. 31, 2024
Convertible Note Payable [Abstract]  
CONVERTIBLE NOTE PAYABLE

NOTE 5 – CONVERTIBLE NOTE PAYABLE

 

On January 10, 2024, the Company issued a 10% Convertible Promissory Note (the “Note”) for $143,000 to 1800 Diagonal Lending LLC (“1800 Diagonal”). The Note includes an OID of $18,000 and matures on January 10, 2025. The OID includes $5,000 withheld for legal fees. The Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 25% discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $118,887 ($18,000 OID, $100,877 from derivative) to be amortized over the one-year term of the loan. On July 16, 2024, 1800 Diagonal converted $50,000 of principal into 5,000,000 shares of common stock. On July 24, 2024, the remaining principal and interest of $93,000 and $6,246, respectively, was repaid, along with an additional $16,574 early payment penalty fee.

  

During the year ended December 31, 2024, $118,877 was amortized to interest expense. The debt discount balance as of December 31, 2024, is $0.

 

On November 18, 2024, the Company issued a 10% Convertible Promissory Note for $116,600 to 1800 Diagonal. The Note includes an OID of $16,600 and matures on August 30, 2025. The OID includes $6,000 withheld for legal fees. The Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 25% discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $116,600 ($16,600 OID, $100,000 from derivative) to be amortized over the one-year term of the loan. As of December 31, 2024, there is $116,600 and $1,406 of principal and interest, respectively, due on the loan.

 

During the year ended December 31, 2024, $16,438 was amortized to interest expense. The debt discount balance as of December 31, 2024, is $100,162.

 

A summary of the activity of the derivative liability for the notes above is as follows:

 

Balance at December 31, 2023   
 
Increase to derivative due to new issuances   207,350 
Decrease to derivative due to conversion/repayments   (28,269)
Derivative gain due to mark to market adjustment   (27,067)
Balance at December 31, 2024  $152,014 

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of December 31, 2024 is as follows:

 

Inputs   December 31
2024
    Initial
Valuation
 
Stock price   $   0.0083     $ 0.0076 - 0.0162  
Conversion price   $ 0.0039     $ 0.0045 - 0.0107  
Volatility (annual)     111.69 %     76.34 – 105.7 %
Risk-free rate    

4.24

%     4.44 - 4.82 %
Dividend rate            
Years to maturity     0.66       1