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CONVERTIBLE NOTES PAYABLE
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES PAYABLE

NOTE 5 – CONVERTIBLE NOTES PAYABLE

 

The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of June 30, 2025 and December 31, 2024, respectively.

        
     

June 30, 2025

(Unaudited)

  

December 31,

2024

 
            
A.  Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2026. The note is secured by substantially all the assets of the Company.  $205,000   $205,000 
              
D.  Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share. The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2026. The note is secured by substantially all the assets of the Company.   50,000    50,000 
              
E.  Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.0006 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on February 2, 2026. The note is secured by substantially all the assets of the Company.   125,000    125,000 
              
G.  Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0006 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on October 29, 2025. The note is secured by substantially all the assets of the Company.   13,942    13,942 
       393,942    393,942 
   Less current portion   (393,942)   (138,942)
   Long term portion  $–   $255,000 

 

A. January 18, 2018 Convertible Note and Warrants (“Note A”)

 

On March 14, 2022, the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024 and then Note A was automatically extended for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder. The Note A is convertible into shares of common stock at the lowest VWAP or $0.001 per share during the look back period of 10 days prior to the conversion date, provided:

 

  · Upon request of the noteholder of Note A, the Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1st Incentive Shares) and the price per 1st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments) for the previous ten trading days.
  · The Company shall use its best efforts to file a registration statement registering the resales of the 1st Incentive Shares within 45 calendar days from the date hereof. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares.
  · Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days.
  · The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares.

 

The Company recorded interest expense of $6,133 and $6,133 for the three months ended June 30, 2025 and 2024, respectively, and $12,199 and $12,266 for the six months ended June 30, 2025 and 2024, respective. Accrued interest payable on Note A was $221,334 and $209,135 as of June 30, 2025 and December 31, 2024, respectively. The principal balance payable on Note A amounted to $205,000 as of June 30, 2025 and December 31, 2024, respectively.

 

D. March 2019 Convertible Note and Warrants (“Note D”)

 

On March 14, 2022, the noteholder of Note D agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note D) including penalties were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note D agreed to extend the maturity date to March 1, 2024 and then Note D was automatically extended for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder. The Note D is convertible into shares of common stock at the lowest VWAP or $0.001 per share during the look back period (see “Note A” above).

 

The Company recorded interest expense of $1,496 and $1,496 for the three months ended June 30, 2025 and 2024, and $2,975 and $2,992 for six months ended June 30, 2025 and 2024, respectively. Accrued interest payable on Note D totaled $35,689 and $32,714 at June 30, 2025 and December 31, 2024, respectively. The principal balance payable on Note D amounted to $50,000 at June 30, 2025 and December 31, 2024, respectively.

 

E. August 2019 Convertible Note and Warrants (“Note E”)

 

On August 6, 2025, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to February 2, 2026 for no additional consideration. All other terms and conditions of the Note E remained the same.

 

The Company recorded interest expense of $3,740 and $3,740 on Note E for the three months ended June 30, 2025 and 2024, and $7,439 and $7,479 for the six months ended June 30, 2025 and 2024, respectively. Accrued interest payable on Note E was $86,170 and $78,731 as of June 30, 2025 and December 31, 2024, respectively. This note is payable to a related party. The principal balance payable on Note E amounted to $125,000 as of June 30, 2025 and December 31, 2024, respectively.

 

G . July 2020 Equity Financing Arrangement (“Note G”)

 

On May 14, 2025, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note from April 29, 2025 to October 29, 2025. All other terms and conditions of the Note G remained the same.

 

During the three months ended March 31, 2024, the noteholder of Note G converted principal amount of $45,045 and accrued interest of $1,955 in exchange of 85,000,000 shares of common stock of the Company.

 

The Company recorded interest expense on Note G of $348 and $348 for the three months ended June 30, 2025 and 2024, and $691 and $420 for the six months ended June 30, 2025 and 2024, respectively. Accrued interest payable on Note G was $1,814 and $1,123 as of June 30, 2025 and December 31, 2024, respectively. The principal balance payable of Note G amounted to $13,942 as of June 30, 2025 and December 31, 2024, respectively.