v3.26.1
PROMISSORY NOTES
12 Months Ended
Dec. 31, 2025
PROMISSORY NOTES  
PROMISSORY NOTES

NOTE 7 – PROMISSORY NOTES

 

The Company had the following promissory notes payable as at December 31, 2025 and December 31, 2024:

 

 

 

December 31,

 2025

 

 

December 31,

2024

 

 

 

 

 

 

 

 

Promissory Notes to Auctus Fund

 

$340,000

 

 

$340,000

 

Total Promissory Notes

 

$340,000

 

 

$340,000

 

 

Auctus# 11

 

On March 4, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $300,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate at 16%. The promissory note matures on March 4, 2022. In conjunction with the promissory note, the Company issued warrants to purchase 15,000 shares of common stock, exercisable for five years from issuance at $20 per share and returnable warrants to purchase 15,000 shares of common stock, exercisable for five years from issuance at $20 per share which will be automatically expired in the event that the Company repays the promissory notes prior to its maturity date. (See Note 6) During the year ended December 31, 2025, 30,000 units of share purchase warrants were adjusted to 600,000 units at exercise price of $0.0001 due to the full-ratchet anti-dilution provision. During the year ended December 31, 2025, 57,750 units of share purchase warrants were exercised. As of December 31, 2025, 542,250 units of purchase warrants were outstanding. The note was discounted for an original issued discount of $35,000 and a derivative on warrants of $265,000 for an aggregate discount of $300,000, which was amortized over the life of the note using the effective interest method. As of December 31, 2025 and December 31, 2024, the note is presented at $300,000, net of debt discount of $0. The note is currently in default.

 

Auctus# 12

 

On December 6, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $40,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate at 16%. The promissory note matures on December 6, 2022. In conjunction with the promissory note, the Company issued first common stock purchased warrants to purchase 5,000 shares of common stock, exercisable for five years from issuance at $8 per share and second common stock purchased warrants to purchase 5,000 shares of common stock, exercisable for five years from issuance at $8 per share which will be automatically expired in the event that the Company repays the promissory notes prior to its maturity date. (See Note 6) The note was discounted for an original issued discount of $9,000 and a derivative on warrants of $31,000 for an aggregate discount of $40,000, which was amortized over the life of the note using the effective interest method. As of December 31, 2025 and December 31, 2024, the note is presented at $40,000, net of debt discount of $0. The note is currently in default.

 

During the years ended December 31, 2025 and 2024, interest expense of $52,800 and $52,945 was incurred on the promissory notes, respectively. As of December 31, 2025 and December 31, 2024, accrued interest payable on the promissory note was $244,354 and $191,554, respectively.