v3.25.2
CONVERTIBLE NOTES PAYABLE
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
CONVERTIBLE NOTES PAYABLE    
CONVERTIBLE NOTES PAYABLE

NOTE 7 –CONVERTIBLE NOTES PAYABLE

 

The components of convertible notes payable as of December 30,2024 and 2023 were as follows:

 

Issuance date

 

Principal Amount

 

 

   Maturity date

 

Interest

rate

 

 

December 31,

2024

 

 

December 31,

2023

 

September 30, 2019

 

$30,000

 

 

September 30, 2021

 

 

8%

 

$30,000

 

 

$30,000

 

January 29, 2020

 

$10,000

 

 

January 29, 2021

 

 

8%

 

$10,000

 

 

$10,000

 

February 26, 2020

 

$10,000

 

 

February 26, 2021

 

 

8%

 

$10,000

 

 

$10,000

 

March 6, 2020

 

$7,500

 

 

March 6, 2021

 

 

8%

 

$7,500

 

 

$7,500

 

March 5, 2020

 

$3,700

 

 

March 5, 2021

 

 

8%

 

$5,900

 

 

$5,900

 

March 9, 2020

 

$1,200

 

 

March 9, 2021

 

 

8%

 

$1,200

 

 

$1,200

 

March 26, 2020

 

$60,000

 

 

March 26, 2021

 

 

10%

 

$60,000

 

 

$60,000

 

March 5, 2021

 

$11,300

 

 

March 5, 2022

 

 

8%

 

$11,300

 

 

$11,300

 

July 11, 2023

 

$11,000

 

 

July 11, 2024

 

 

7%

 

$11,000

 

 

$11,000

 

August 22, 2023

 

$10,000

 

 

August 22, 2024

 

 

7%

 

$10,000

 

 

$10,000

 

November 1, 2023

 

$7,000

 

 

October 31, 2024

 

 

7%

 

$7,000

 

 

$7,000

 

April 4, 2024

 

$109,379

 

 

October 3, 2024

 

 

10%

 

$109,379

 

 

$-

 

April 23, 2024

 

$5,000

 

 

April 23, 2025

 

 

10%

 

$5,000

 

 

$-

 

May 8, 2024

 

$25,000

 

 

May 8, 2025

 

 

20%

 

$25,000

 

 

$-

 

May 8, 2024

 

$50,000

 

 

May 8, 2025

 

 

10%

 

$50,000

 

 

$-

 

June 5, 2024

 

$50,000

 

 

June 1, 2025

 

 

10%

 

$50,000

 

 

$-

 

June 27, 2024

 

$700

 

 

June 27, 2025

 

 

10%

 

$700

 

 

$-

 

July 17, 2024

 

$50,000

 

 

July 17, 2025

 

 

10%

 

$50,000

 

 

$-

 

November 13, 2024

 

$52,750

 

 

November 13, 2025

 

 

10%

 

$52,750

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

506,729

 

 

 

163,900

 

Less:  Unamortized debt discount

 

 

 

 

 

 

 

 

 

 

 

 

(126,839)

 

 

(18,070)

Total convertible notes payable

 

 

 

 

 

 

 

 

 

 

 

 

379,890

 

 

 

145,830

 

Less: Current portion

 

 

 

 

 

 

 

 

 

 

 

 

379,890

 

 

 

145,830

 

Long-term portion

 

 

 

 

 

 

 

 

 

 

 

$-

 

 

$-

 

 

Convertible notes payable consists of the following:

 

 

·

Terms ranging from one year to two years.

 

·

Annual interest rates range from 7% – 20 %.

 

·

Certain convertible notes with 10% original issue discount (OID)

 

·

Convertible at the option of the holders at any time during the period of note, after maturity date or 6 months after issuance date.

 

·

Conversion prices is a fixed conversion price of $ 0.50. Certain notes have conversion price of 25%-45% discount to the operative market valuation of the Company.

During the years ended December 31,2024 and 2023, the Company borrowed $332,150 and $28,000 and repaid $0 and $0, respectively.

 

On April 4, 2024, the Company entered into a convertible promissory note of $100,000 with 10% original issue discount (OID), interest rate of 10% per annum, conversion price of 55% of the average price of the Company’s common stock during the 20 consecutive trading days prior to the date of the conversion with maturity date of October 3,2024. During the year ended December 31,2024, the Company obtained the initial consideration of $98,700 with 10% OID of $10,679 for total initial principal amount of $109,379.

 

During the year ended December 31, 2024, the Company entered into seven (7) convertible promissory notes of $233,450 with an interest rate of 10% and 20% per annum for a term of 12 months. The noteholders have the right from time to time during the period of the note to convert the unpaid principal into common stock at conversion price of 25% and 45% discount to the average trading price during the ten (10) day period ending on the last complete training day prior to the conversion date.

 

As of December 31, 2024 and 2023, twelve (12) and eleven (11) convertible notes with unpaid balance of $273,279 and $163,900 are in default, respectively

 

As of the issuance date of the notes, the Company recognized the additional of new derivative of $319,436 as debt discount and $54,863 Day 1 loss on derivative. The debt discount is being amortized over the life of the note using the effective interest method (Note 8).

 

During the years ended December 31,2023 and 2022, the Company recognized interest of $32,053 and $12,769, amortization debt discount of $221,346 and $9,930, respectively.

 

As of December 31, 2024, and 2023, the Company had convertible notes payable of $506,729 and $163,900, unamortized debt discount of $126,839 and $18,070 and accrued interest of $78,388 and $46,335, respectively.

NOTE 7 –CONVERTIBLE NOTES PAYABLE

 

Issuance date

 

Principal Amount

 

 

   Maturity date

 

Interest

rate

 

 

December 31,

2023

 

 

December 31,

2022

 

September 30, 2019

 

$30,000

 

 

September 30, 2021

 

 

8%

 

$30,000

 

 

$30,000

 

January 29, 2020

 

$10,000

 

 

January 29, 2021

 

 

8%

 

 

10,000

 

 

 

10,000

 

February 26, 2020

 

$10,000

 

 

February 26, 2021

 

 

8%

 

 

10,000

 

 

 

10,000

 

March 6, 2020

 

$7,500

 

 

March 6, 2021

 

 

8%

 

 

7,500

 

 

 

7,500

 

March 5, 2020

 

$3,700

 

 

March 5, 2021

 

 

8%

 

 

5,900

 

 

 

5,900

 

March 9, 2020

 

$1,200

 

 

March 9, 2021

 

 

8%

 

 

1,200

 

 

 

1,200

 

March 26, 2020

 

$60,000

 

 

March 26, 2021

 

 

10%

 

 

60,000

 

 

 

60,000

 

March 5, 2021

 

$11,300

 

 

March 5, 2022

 

 

8%

 

 

11,300

 

 

 

11,300

 

July 11, 2023

 

$11,000

 

 

July 11, 2024

 

 

7%

 

 

11,000

 

 

 

-

 

August 22, 2023

 

$10,000

 

 

August 22, 2024

 

 

7%

 

 

10,000

 

 

 

-

 

November 1, 2023

 

$7,000

 

 

October 31, 2024

 

 

7%

 

 

7,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$163,900

 

 

$135,900

 

Less:  Unamortized debt discount

 

 

 

 

 

 

 

 

 

 

 

 

(18,070)

 

 

-

 

Total convertible notes payable

 

 

 

 

 

 

 

 

 

 

 

 

145,830

 

 

 

135,900

 

Less: Current portion

 

 

 

 

 

 

 

 

 

 

 

 

145,830

 

 

 

135,900

 

Long-term portion

 

 

 

 

 

 

 

 

 

 

 

$-

 

 

$-

 

 

 

The components of convertible notes payable as of September 30,2023 and December 31,2022 were as follows:

 

Convertible notes payable consists of the following:

 

 

·

Terms ranging from one year to two years.

 

·

Annual interest rates range from 7% – 10 %.

 

·

Convertible at the option of the holders at any time during the period of note, after maturity date or 6 months after issuance date.

 

·

Conversion prices is a fixed conversion price of $ 0.50. Certain notes have conversion price of 25% discount to the operative market valuation of the Company.

During the year ended year ended December 31,2022, the Company entered in an agreement with an employee to finance of $100,000 by paying the Company’s operating expenses on behalf of the Company, with non -interest bearing, due on demand and convertible in common stock at $1 per share. During the year ended December 31, 2022, the Company received $101,241 and repaid $101,241 by issuance of 101,241 shares of common stock.

 

During the year ended December 31,2023, the Company entered into three convertible notes with two investors for the principal amount of $28,000 in cash with interest rate of 7% for one year. According to terms and condition of the agreement, the noteholder has the right from time to time during the period of the note to convert the unpaid principal into common stock at conversion price of 25% discount to the average trading price during the ten (10) day period ending on the last complete training day prior to the conversion date.

 

As of the issuance date of the notes, the Company recognized the additional of new derivative of $28,000 as debt discount and $2,935 Day 1 loss on derivative. The debt discount is being amortized over the life of the note using the effective interest method (Note 8).

 

During the years ended December 31,2023 and 2022, the Company recorded interest of $12,769 and $12,072, amortization debt discount of $9,930 and $0, respectively.