Note 9 – Related Party Transactions

Convertible notes payable – related parties at June 30, 2025 and December 31, 2024 consist of the following:

Stanley Hills LLC

The Company entered into a series of loan agreements with Stanley Hills LLC (“Stanley”) pursuant to which it received more than $1,000,000 in loans (the “Debt”) from May 2019 up to December 2019. On February 26, 2020, in order to induce Stanley to continue to provide funding, the Company and Stanley entered into a letter agreement providing that the current note payable balance due to Stanley of $1,214,900 may be converted into shares of common stock of the Company at a conversion price equal to 85% multiplied by the lowest one trading price for the common stock during the 20-trading day period ending on the latest complete trading day prior to the conversion date. Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability. Stanley had agreed to restrict its ability to convert the Debt and receive shares of common stock such that the number of shares of common stock held by it and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. During the year ended December 31, 2021, Stanley converted $1,231,466 of its convertible note plus interest into 4,420,758 shares of the Company’s common stock, and during the year ended December 31, 2021, Stanley loaned the Company an additional $325,000. Also, during the year ended December 31, 2021, the Company transferred the SURG shares received as repayment of $800,000 of this convertible note and also converted $126,003 of accrued interest into the principal balance. During the year ended December 31, 2021, Gonzalez assigned all his accrued balances of $424,731 to Stanley in a private transaction that the Company is not part to (See Note 10). On January 2, 2023, the Company issued a convertible promissory note to Stanley for its credit balances in the principal amount of $750,000. The convertible promissory note bears interest of 10% and is payable at maturity on September 30, 2024. Stanley may convert the consolidated convertible Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. The Company recorded a gain on debt extinguishment of $408,034 at the issuance date.

During the period ended September 30, 2024, Stanley Hills converted $170,000 of the convertible note into 2,000,000,000 shares of the Company’s common stock.

On December 31, 2024, the Company entered into an amendment by and between the Company and Stanley Hills LLC to (1) Extended the maturity date of the note to December 31, 2025; (2) Amended the conversion price to a fixed price of $0.00001 per share; (3) The total outstanding principal balance including accrued interest shall be adjusted to $600,000; and (4) The maximum number of shares that may be issued under the fixed conversion price remain subject to the terms set forth in the original note and shall not be adjusted further by this amendment. The maximum number of shares that can be issued is 60,000,000,000. The Company recognized gain on debt modification of $250,054 on the effective date.

During the period ended June 30, 2025, Stanley Hills converted $16,796 of the convertible note into 1,679,641,595 shares of the Company’s common stock.

As of June 30, 2025 and December 31, 2024, the principal balance of Stanley debt was $474,599 and $491,395 respectively. The unpaid interest of the Stanley debt at June 30, 2025 and December 31, 2024 was $132,922 and $108,605, respectively.

Notes payable, related party at June 30, 2025 and December 31, 2024 consist of the following:

Alpha Eda

On November 15, 2020, the Company issued a promissory note to Alpha Eda, LLC (“Alpha”), a related party for $140,000. The note accrues interest at 10%, is unsecured and was due on September 30, 2021. On December 31, 2024 Alpha and the Company extended the note maturity to December 31, 2025. The balance of the note at June 30, 2025 and December 31, 2024 was $140,000 and $140,000 plus accrued interest of $69,745 and $62,803, respectively.