NOTE 5 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

Convertible Notes Payable

The following table reflects the convertible notes payable as of December 31, 2025 and 2024:

Notes Payable

The following tables reflect the notes payable at December 31, 2025 and 2024:

Schedule of Notes Payable 

Terms of Related Party Convertible Notes Payable and Related Party Notes Payable

The Company’s related party convertible notes payable and related party notes payable may contain terms that are not indicative of the terms that would normally be agreeable to unrelated third parties.

New Convertible Notes and Notes Payable Issued During the Years Ended December 31, 2025 and 2024

During the year ended December 31, 2025, the Company entered into the following convertible notes payable agreements:

In June of 2025, the Company entered into a convertible promissory note agreement in the amount of $15,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before July 24, 2025. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at $0.002 per share. At December 31, 2025 this note was in default.

In July of 2025, the Company entered into a convertible promissory note agreement in the amount of $75,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before October 2, 2025. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at $0.0016 per share. At December 31, 2025 this note was in default.

In December 2025, the Company entered into a promissory note agreement in the amount of $50,000 with an individual. This note pays interest at a rate of 12% per annum and the principal and accrued interest is due on or before February 23, 2026. The lender received 3,000,000 shares of the Company’s restricted common stock as a financing fee for providing the loan, which was recorded based on the relative fair value on the date of issuance in the amount of $7,352. This note went into default subsequent to December 31, 2025.

During the year ended December 31, 2024, the Company entered into the following Convertible Notes Payable and Notes Payable Agreements:

In February 2024, the Company drew down the second round of funding under a promissory note agreement dated November 10, 2023 in the amount of up to $1,000,000. This note pays interest at a rate of 6% per annum. The lender advanced $350,000 in February 2024. Per the note agreement, the $350,000 received in February 2024 was due on February 28, 2025. The Company paid the lender 10,000,000 shares of its restricted common stock valued at approximately $50,000 to extend the due date of the loan until May 10, 2025. At December 31, 2025 this note was in default.

In March of 2024, the Company entered into a convertible promissory note agreement in the amount of $50,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before March 18, 2025. The lender received 1,000,000 shares of the Company’s restricted common stock as a financing fee for providing the loan, which was recorded based on the relative fair value on the date of issuance in the amount of $14,571. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate that of $0.002 per share. At December 31, 2025 this note was in default.

In March of 2024, the Company entered into a convertible promissory note agreement in the amount of $100,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before March 28, 2025. The lender received 1,500,000 shares of the Company’s restricted common stock as a financing fee for providing the loan, which was recorded based on the relative fair value on the date of the issuance in the amount $31,259. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate that of $0.002 per share. variable. At December 31, 2025 this note was in default.

In April 2024, the Company drew down the second round of funding under a promissory note agreement dated November 10, 2023 in the amount of up to $1,000,000. This note pays interest at a rate of 6% per annum. The lender advanced $150,000 in April 2024. Per the note agreement, the $150,000 received in April 2024 is due on April 1, 2025. The balance of the note payable at December 31, 2025 and December 31, 2024 is $1,000,000 , respectively. At December 31, 2025 this note was in default.

In December of 2024, the Company entered into a convertible promissory note agreement in the amount of $15,000 with a related party. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before June 11, 2025. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0025 per share. At December 31, 2025 this note was in default.

Repayment of Promissory Note

The Company did not repay any of its notes payable during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company repaid a related party shareholder a total of $102,679 of the principal balance and accrued interest of a convertible note payable. The balance of the related party convertible note was $0 at December 31, 2024.

Note Conversions

Year Ended December 31, 2025.

The Company issued 5,352,521 shares of restricted common stock with a total share value of $13,041 to a related party to settle $13,041 of the accrued interest owed on sixteen convertible notes payable.

Year Ended December 31, 2024

The Company issued 61,104,658 shares of restricted common stock with a total share value of $274,970 to a limited liability company to settle $122,209 of the principal and accrued interest owed on a convertible note payable that was due on October 18, 2023. The balance of the convertible note was $0 at December 31, 2024.

The Company issued 5,091,402 shares of restricted common stock with a total share value of $44,804 to a related party to settle $12,405 of the accrued interest owed on sixteen convertible notes payable.

Shareholder Loan

The Company’s CEO provided a loan to the Company in the amount of $1,000 on August 3, 2025. The loan was repaid and the balance owed was $0 at December 31, 2025.

At December 31, 2025 and December 31, 2024, the Company had the following loans outstanding to its CEO in the total amount of $5,000 as follows:

Collateralized Promissory Notes

Two convertible notes outstanding with related parties, dated January 9, 2009 and January 18, 2012 are collateralized by Company assets.

Convertible Notes Payable and Notes Payable, in Default

The Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations, which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a very high potential for a complete loss of capital.