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DERIVATIVE LIABILITIES
6 Months Ended
Jun. 30, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE LIABILITIES

Note 8 -DERIVATIVE LIABILITIES

 

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

 

Fair Value Assumptions Used in Accounting for Derivative Liabilities.

 

ASC 815 requires us to assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

 

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2025. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.

 

For the six months ended June 30, 2025, and the year ended December 31, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:

 

    Six Months ended     Year ended  
    June 30    December 31, 
    2025    2024 
Term   0.05 - 1.00 years    0.01 - 1.12 years 
Expected average volatility   95% - 333%   0% - 304%
Expected dividend yield   -    - 
Risk-free interest rate   3.85% -4.22%   3.96% -5.39%

 

The following table summarizes the changes in the derivative liabilities during the three months ended June 30, 2025:

 

      
Fair Value Measurements Using Significant Observable Inputs (Level 3)
      
Balance - December 31, 2024  $319,337 
      
Addition of new derivatives recognized as debt discounts   (429,972)
Addition of new derivatives recognized as warrant   510,000 
Addition of new derivatives recognized as loss on derivatives   12,745,847 
Gain on change in fair value of the derivative   (7,193,325)
Balance - June 30, 2025  $5,951,887 

 

The aggregate loss on derivatives during the six months ended June 30, 2025, and 2024 as follows.

 

   2025   2024 
   Six Months Ended 
   June 30, 
   2025   2024 
Day one loss due to derivative liabilities on convertible note  $12,745,847   $64,540 
Gain on change in fair value of the derivative liabilities   (7,193,325)   (39,861)
Total  $5,552,522   $24,679