CONVERTIBLE NOTES |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| CONVERTIBLE NOTES | NOTE 8 - CONVERTIBLE NOTES
The Company had the following unsecured convertible notes payable as of December 31, 2025 and December 31, 2024:
Convertible Notes Payable to Auctus Fund
Auctus #1
On May 20, 2016, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $67,750 with a $7,750 original issue discount. The convertible promissory note bears interest at 10% per annum and default interest rate at 24% per annum. The convertible promissory note matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $60,000 was amortized over the life of the note using the effective interest method.
From year ended December 31, 2017 to year ended December 31, 2021, total principal of $59,265 and accrued interest of $27,723 were converted into 186,808 shares of common stock.
As of December 31, 2025 and December 31, 2024, the principal due on the note is $1,265.
This note is currently in default.
Auctus #3
On January 13, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $45,000 with a $2,500 original issue discount to the unrelated party, which bears interest at 8% of the principal amount. The promissory note matures on January 13, 2018. The conversion price shall be equal to 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $45,000 was amortized over the life of the note using the effective interest method. On June 14, 2017, the Company entered into an agreement with Power Up Lending Group to issue a convertible promissory note of $7,500 to the unrelated party, which bears interest at 12% of the principal amount. The promissory note matured on March 20, 2018. The conversion price shall be equal to 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note. The note was discounted for a derivative and the discount of $7,500 was amortized over the life of the note using the effective interest method.
On November 27, 2017, Auctus Fund, LLC entered into an agreement with Power Up Lending Group Ltd. to buy out the total outstanding principal amount and accrued interest of the two convertible promissory notes at $50,774 The note bears interest at 12% of the principal amount and default interest rate at 22%. The convertible promissory note matures on March 20, 2018. The conversion price shall be equal 57.5% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the unrelated party elects to convert all or part of the note.
During the year ended December 31, 2017, the principal of $6,700 was converted into 3,046 shares of common stock.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $50,745.
This note is currently in default.
Auctus #5
On March 7, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $30,000 with a $5,000 original issue discount. The convertible promissory note bears interest at 12% per annum and default interest rate at 24% per annum. The convertible promissory note matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $30,000 was amortized over the life of the note using the effective interest method.
During the year ended December 31, 2021, accrued interest of $26,384 was converted into 16,803 shares of common stock.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $30,000.
This note is currently in default.
Auctus #6
On July 9, 2018, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $43,500 with a $5,000 original issue discount. On July 25, 2018, the convertible promissory note was further amended with principal increased to $48,500. The convertible promissory note bears interest at 12% per annum and default interest rate of 24% per annum. The convertible promissory note matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $48,500 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 7,250 shares of common stock, exercisable for five years from issuance at $3 per share.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $48,500.
This note is currently in default.
Auctus #7
On March 22, 2019, the Company entered into an agreement to issue a convertible promissory note to an unrelated party for an amount of $62,500 with a $9,000 original issue discount. The convertible promissory note bears interest at 12% per annum and default interest rate of 24% per annum. The convertible promissory note matures nine months from issue date. The conversion price is 50% of the lowest trading price 25 days prior to conversion. The note was discounted for a derivative and the discount of $62,500 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 20,900 shares of common stock, exercisable for five years from issuance at $3 per share.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $62,500.
This note is currently in default.
Auctus#8
On October 23, 2019, the Company entered into an agreement to issue a convertible promissory note of $100,000 to the unrelated party, which bears interest at 12% per annum and default interest rate of 24% per annum. The convertible promissory note matures nine months from issue date. The conversion price shall be equal to the lesser of (i) 50% multiplied by the lowest Trading Price during the previous twenty-five Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price, that is 50% multiplied by the Market Price, being the lowest Trading Price for the Common Stock during the twenty-five Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The note was discounted for a derivative and the discount of $100,000 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 50,000 shares of common stock, exercisable for five years from issuance at $1 per share. During the year ended December 31, 2022, the Company issued 17,641 shares of common stock for the exercise of 20,161 units of share purchase warrants. During the year ended December 31, 2024, the Company issued 5,792 shares of common stock for the exercise of 7,108 units of share purchase warrants. During the year ended December 31, 2025, 0.0038 units of share purchase warrants were exercised. Through December 31, 2025, all warrants were exercised.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $100,000.
This note is currently in default.
Auctus#9
On August 4, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $31,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate of 24% per annum. The convertible promissory note matures on August 4, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price during the previous five trading date period ending on the latest completed trading Day prior to the date of this Note and (ii) Variable Conversion Price, that is Market Price being the volume weighted average price (VWAP) for the Common Stock during the five trading day period ending on the latest complete trading day prior to the conversion date. The note was discounted for a derivative and the discount of $31,000 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 20,667 shares of common stock, exercisable for five years from issuance at $3 per share. During the year ended December 31, 2024, the Company issued 10,000 shares of common stock for the exercise of 13,333 units of share purchase warrants. During the year ended December 31, 2025, 7,333 units of share purchase warrants were exercised. Through December 31, 2025, all warrants were exercised.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $31,000.
This note is currently in default.
Auctus#10
On November 2, 2020, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $225,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate of 24% per annum. The promissory note matures on November 2, 2021. The note is to be repaid by six equal payments commencing on the sixth month anniversary of issuance and due monthly thereafter. The conversion price shall be equal to the lesser of (i) the lowest Trading Price and (ii) Variable Conversion Price, that is Market Price being the lowest trading price or the common stock during the one trading day period ending on the latest complete trading day prior to the conversion date. The note was discounted for a derivative and the discount of $225,000 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 222,500 shares of common stock, exercisable for five years from issuance at $1 per share and returnable warrants to purchase 222,500 shares of common stock, exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date. During the year ended December 31, 2025, 38,667 units of share purchase warrants were exercised. As of December 31, 2025, 406,333 units of purchase warrants were outstanding 50.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $225,000.
This note is currently in default.
Auctus#13
On May 12, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $52,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate of 16% per annum. The convertible promissory note matures on May 12, 2023. The note is convertible into common shares of $5 per share. The note was discounted for a derivative and the discount of $52,000 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 10,400 shares of common stock (“First Warrant”), exercisable for five years from issuance at $5 per share and warrants to purchase 10,400 shares of common stock (“Second Warrant”), exercisable for five years from issuance at $5 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $52,000.
This note is currently in default.
Auctus#14
On October 31, 2022, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $18,520. The convertible promissory note matures on October 31, 2023 and bears an annual interest rate at 12% and default interest rate of 16% per annum. The note is convertible into common shares of $5 per share. The note was discounted for a derivative and the discount of $18,520 was amortized over the life of the note using the effective interest method. In conjunction with the convertible note, the Company issued warrants to purchase 3,704 shares of common stock (“First Warrant”), exercisable for five years from issuance at $5 per share and warrants to purchase 3,704 shares of common stock (“Second Warrant”), exercisable for five years from issuance at $5 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2024, the unamortized note discount was fully amortized.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $18,520.
This note is currently in default.
Auctus#15
On July 18, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $86,444. The convertible promissory note matures on July 18, 2024 and bears an annual interest rate at 12% and default interest rate of 16% per annum. The note is convertible into common shares of $5 per share. The note was discounted for a derivative and the discount of $29,111 was amortized over the life of the note using the effective interest method. During the year ended December 31, 2024, the amortization of note discount was $15,908.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $86,444.
This note is currently in default.
Auctus#16
On October 10, 2023, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $62,000 for proceeds of $59,000. The convertible promissory note matures on October 10, 2024 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $0.5 per share. The note was discounted for a derivative and the discount of $62,000 was amortized over the life of the note using the effective interest method. During the year ended December 31, 2024, the amortization of note discount was $48,109. conjunction with the convertible note, the Company issued warrants to purchase 9,244 shares of common stock (“First Warrant”), exercisable for five years from issuance at $5 per share and warrants to purchase 9,244 shares of common stock (“Second Warrant”), exercisable for five years form issuance at $5 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $62,000.
This note is currently in default.
Auctus#17
On May 22, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $101,000 for proceeds of $97,500. The convertible promissory note matures on May 22, 2025 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $2 per share. On August 8, 2024, the Company entered into an agreement with Auctus Fund, LLC to amend the principal amount for a convertible note from $101,000 to $117,500. The additional $16,500 was wired to the Company by the noteholder on July 9, 2024. The note was discounted for a derivative and the discount of $101,000 was amortized over the life of the note using the effective interest method. During the year ended December 31, 2025 and 2024, the amortization of note discount was $39,293 and $61,707, respectively. As of December 31, 2025, the unamortized note discount was fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 50,500 shares of common stock (“First Warrant”), exercisable for five years from issuance at $2 per share and warrants to purchase 50,500 shares of common stock (“Second Warrant”), exercisable for five years from issuance at $2 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $117,500 and $78,207, net of note discount of $0 and $39,293, respectively.
This note is currently in default.
Auctus#18
On September 3, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $33,500 for proceeds of $33,500. The convertible promissory note matures on September 3, 2025 and bears an annual interest rate at 12% and default rate of 16% per annum. The note is convertible into common shares of $2 per share. The note was discounted for a derivative and the discount of $33,500 was amortized over the life of the note using the effective interest method. During the year ended December 31, 2025 and 2024, the amortization of note discount was $23,221 and $10,279, respectively. As of December 31, 2025, the note discount was fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 16,750 shares of common stock (“First Warrant”), exercisable for five years from issuance at $2 per share and warrants to purchase 16,750 shares of common stock (“Second Warrant”), exercisable for five years from issuance at $2 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025 and December 31, 2024, the principal amount due on the note is $33,500 and $10,279, net of note discount of $0 and $23,221, respectively.
The note is currently in default.
Auctus#19
On December 13, 2024, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $20,000 for proceeds of $20,000. The convertible promissory note matures on December 13, 2025 and bears an annual interest rate at 12% and a default rate of 16% per annum. The note is convertible into common shares of $1 per share. The note was discounted for a derivative and the discount of $20,000 was amortized over the life of the note using the effective interest method. During the year ended December 31, 2025 and 2024, the amortization of note discount was $19,014 and $986, respectively. As of December 31, 2025, the note discount was fully amortized. In conjunction with the convertible note, the Company issued warrants to purchase 20,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $1 per share and warrants to purchase 20,000 shares of common stock (“Second Warrant”), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025 and December 31, 2024, the principal amount of the note is $20,000 and $986, net of note discount of $0 and $19,014, respectively.
The note is currently in default.
Auctus#20
On March 5, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $50,222 for proceeds of $46,722. The convertible promissory note matures on March 5, 2026 and bears an annual interest rate at 12% and a default rate of 16% per annum. The note is convertible into common shares of $1 per share. The note was discounted for a derivative and the discount of $50,222 is being amortized over the life of the note using the effective interest method. During the year ended December 31, 2025, the amortization of note discount was $41,416. As of December 31, 2025, the unamortized note discount was $8,806. In conjunction with the convertible note, the Company issued warrants to purchase 50,222 shares of common stock (“First Warrant”), exercisable for five years from issuance at $1 per share and warrants to purchase 50,222 shares of common stock (“Second Warrant”), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025, the principal amount of the note is $41,416, net of note discount of $8,806.
Auctus#21
On April 30, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $100,000 for proceeds of $96,000. The convertible promissory note matures on April 30, 2026 and bears an annual interest rate at 12% and a default rate of 16% per annum. The note is convertible into common shares of $1 per share. The note was discounted for a derivative and the discount of $100,000 is being amortized over the life of the note using the effective interest method. During the year ended December 31, 2025, the amortization of note discount was $67,123. As of December 31, 2025, the unamortized note discount was $32,877. In conjunction with the convertible note, the Company issued warrants to purchase 100,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $1 per share and warrants to purchase 100,000 shares of common stock (“Second Warrant”), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025, the principal amount of the note is $67,123, net of note discount of $32,877.
Auctus#22
On June 24, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $100,000 for proceeds of $96,000. The convertible promissory note matures on June 24, 2026 and bears an annual interest rate at 12% and a default rate of 16% per annum. The note is convertible into common shares of $1 per share. The note was discounted for a derivative and the discount of $100,000 is being amortized over the life of the note using the effective interest method. During the year ended December 31, 2025, the amortization of note discount was $52,055. As of December 31, 2025, the unamortized note discount was $47,945. In conjunction with the convertible note, the Company issued warrants to purchase 100,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $1 per share and warrants to purchase 100,000 shares of common stock (“Second Warrant”), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025, the principal amount of the note is $52,055, net of note discount of $47,945.
Auctus#23
On August 18, 2025, the Company entered into an agreement with Auctus Fund, LLC to issue a convertible promissory note of $250,000 for proceeds of $236,500. The convertible promissory note matures on August 18, 2026 and bears an annual interest rate at 12% and a default rate of 16% per annum. The conversion price is the lower of $1 and 65% of the lowest trading price 10 days prior to conversion. The note is being discounted for a derivative and the discount of $250,000 was being amortized over the life of the note using the effective interest method. During the year ended December 31, 2025, the amortization of note discount was $93,232. As of December 31, 2025, the unamortized note discount was $156,768. In conjunction with the convertible note, the Company issued warrants to purchase 250,000 shares of common stock (“First Warrant”), exercisable for five years from issuance at $1 per share and warrants to purchase 250,000 shares of common stock (“Second Warrant”), exercisable for five years from issuance at $1 per share which will be automatically expired in the event that the Company repays the convertible promissory notes prior to its maturity date.
As of December 31, 2025, the principal amount of the note is $93,232, net of note discount of $156,768.
Amortization of note discount
For the years ended December 31, 2025 and 2024, the total amortization on note discount was $335,351 and $136,990 recorded under Interest Expense in the Statements of Operations, respectively.
Accrued interest on convertible notes
During the years ended December 31, 2025 and 2024, interest expense of $144,251 and $200,964 was incurred on convertible notes, respectively. As of December 31, 2025 and December 31, 2024, accrued interest payable on convertible notes was $875,620 and $731,369, respectively. |
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