v3.26.1
Convertible Promissory Notes, Demand Notes and Loans Payable
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Convertible Promissory Notes, Demand Notes and Loans Payable

Note 10. Convertible Promissory Notes, Demand Notes and Loans Payable

 

Convertible Promissory Notes

 

Convertible Promissory Notes consist of the following at December 31, 2025:

 

          Origination   Original   Period End   Period End   Period End   Accrued     
Origination  Maturity  Interest   Principal   Discount   Principal   Discount   Balance,   Interest     
Date  Date  Rate   Balance   Balance   Balance   Balance   Net   Balance   Reg. 
9/03/21  9/03/24   8%  $346,500   $  $346,500   $5,492   $351,992    -    (1)
9/03/21  9/03/24   8%  $3,500   $   3,500    52    3,552    -    (2)
9/30/22  Demand   8%  $66,793   $   66,793    (37,076)   29,717    -    (3)
09/14/2023  Demand   

8

%  $

50,000

                  50,000    (5,000)   45,000         (4)
                     $466,793   $(36,532)  $430,261   $-      

 

(1) On September 3, 2021, the Company issued an $346,500 8% unsecured convertible promissory note payable to Summit Holding V, LLC as part of the acquisition of SSI. The note carries 8% unsecured convertible promissory note, due September 3, 2024. Payments on the note are payable quarterly commencing on December 31, 2021 at a rate equal to or to be equivalent to 50% of the adjusted net profit of Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021. Interest is payable in company common stock at the conversion price rate of $0.051272 per share. and shall be paid quarterly. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $0.051272 at any time. up to the maturity date of the note. The Company recorded $12,355 for the beneficial conversion feature. The maturity due date of the note has been extended by the lender from September 3, 2024 while the lender and the Company work through and determine a restructuring of the note.
(2) On September 3, 2021, the Company issued a three-year 8% unsecured convertible promissory note for $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI, payable calendar quarterly commencing on December 31, 2021. Interest is payable quarterly in common stock of the Company at the conversion price of $0.051272 per share. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $0.051272 at any time up to the maturity date of the note. The Company recorded $125 for the beneficial conversion feature. The due date on this note has been extended by the lender while the Company works through a restructure of the note.
(3) On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds of LBI. There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion rate of $0.021 per share at any time. The Company recorded $19,250 for the beneficial conversion feature. The Company has made payments totalling $17,826 towards this note.
(4) On September 14, 2023, the Company issued a convertible demand 8% promissory note in the principal amount of $50,000 to Robert Carmichael for working capital needs of BLU3. There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day (“VWAP”) of the Company’s common stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal at a conversion rate of $0.01351 per share at any time. The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the date of the note. The Company recorded $-0- for the beneficial conversion feature. As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability. The outstanding balance on this note was $50,000 as of December 31, 2024 and December 31, 2023. Mr. Carmichael has waived interest payments on this note effective September 14, 2023. The Company has made payments totalling $5,000 towards this note.

 

A breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of December 31, 2025:

 

   Summit Holdings V,   Tierra Vista Partners,   Robert Carmichael   Robert Carmichael     
   LLC Note   LLC Note   LBI Note   BLU3 Note   Total 
2024  $346,500   $3,500   $66,793   $50,000   $466,793 
Discount   5,492    52    (37,076)   (5,000)   (36,532)
Total Loan Payments  $351,992   $3,552   $29,717   $45,000   $430,261 
Current Portion of Loan Payable  $(351,992)  $(3,552)  $(29,717)  $(45,000)  $(430,261)
Non-Current Portion of Loan Payable  $-   $-   $-   $-   $- 

 

(1) On September 3, 2021, the Company issued an $346,500, 8% unsecured convertible promissory note payable to Summit Holding V, LLC as part of the acquisition of SSI. The note carries 8% unsecured convertible promissory note, due September 3, 2024. Payments on the note are payable quarterly commencing on December 31, 2021 at a rate equal to or to be equivalent to 50% of the adjusted net profit of Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021. Interest is payable in company common stock at the conversion price rate of $0.051272 per share. and shall be paid quarterly. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $0.051272 at any time. up to the maturity date of the note. The Company recorded $12,355 for the beneficial conversion feature. The maturity due date of the note has been extended by the lender from September 3, 2024 while the lender and the Company work through and determine a restructuring of the note.

 

   Payment
Amortization		 
2024  $351,992 
Total Note Payments  $0 
Current portion of note payable   (351,992)
Non-Current Portion of Notes Payable  $- 

 

(2) On September 3, 2021, the Company issued a three-year 8% unsecured convertible promissory note for $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI, payable calendar quarterly commencing on December 31, 2021. Interest is payable quarterly in common stock of the Company at the conversion price of $0.051272 per share. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $0.051272 at any time up to the maturity date of the note. The Company recorded $125 for the beneficial conversion feature. The due date on this note has been extended by the lender while the Company works through a restructure of the note.

 

   Payment
Amortization		 
2024  $3,552 
Total Note Payments  $0 
Current portion of note payable   (3,552)
Non-Current Portion of Notes Payable  $- 

 

(3) On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds of LBI. There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion rate of $0.021 per share at any time. The Company recorded $19,250 for the beneficial conversion feature. The Company has made payments totalling $17,826 towards this note.
   
(4) On September 14, 2023, the Company issued a convertible demand 8% promissory note in the principal amount of $50,000 to Robert Carmichael for working capital needs of BLU3. There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day (“VWAP”) of the Company’s common stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal at a conversion rate of $0.01351 per share at any time. The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the date of the note. The Company recorded $-0- for the beneficial conversion feature. As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability. The outstanding balance on this note was $50,000 as of December 31, 2024 and December 31, 2023. Mr. Carmichael has waived interest payments on this note effective September 14, 2023. The Company has made payments totalling $5,000 towards this note.

 

 

Demand Notes

 

On November 14, 2023, the Company issued a promissory note in the principal amount of $150,000 to Charles Hyatt, a director, for working capital requirements and payment of certain expenses in connection with the Company’s business combinations. The maturity date of the Note is May 7, 2024 (the “Maturity Date”). The Note bears interest at a rate of 9.9% per annum, and a default interest of 18% per annum. Interest payments shall be due and payable on a monthly basis. The Company may prepay the Note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding as of December 31, 2024, and the Maturity Date was extended to a due date of May 5, 2025, pursuant to an amendment dated November 13, 2024. Pursuant to an amendment dated June 11, 2025, the Maturity Date was extended from May 5, 2025 to November 7, 2025.

 

On February 5, 2024, the Company borrowed funds through the issuance of a promissory note in the principal amount of $280,000 to Charles Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company’s business combinations. The maturity date of the note was August 6, 2024. The note bears interest at a rate of 9.9% per annum, and has a default interest rate of 18% per annum. Interest payments are and payable on a monthly basis. The Company may prepay the note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding as of December, and the maturity date was extended to May 5, 2025, pursuant to an amendment dated November 13, 2024. Pursuant to an amendment dated June 11, 2025, the maturity date was extended from May 5, 2025 to November 5, 2025.

 

Loans Payable

 

   Mercedes BTL (1)   Navitas 2021 BLU3 (2)   NFS SSI (3)   Navitas 2022 BLU3 (4)   Navitas 2024 BLU3 (5)   Navitas 2024 BTL (6)   Total  
        $-   $-   $-   $    $    $    
2025                                      
2026   -    4,769              6,304    4,411     15,484  
2027   -    -              7,091    5,002     12,093  
2028   -    -              7,977    5,672     13,649  
Thereafter   -    -              708    4,747     5,455  
Total Loan Payments        4,769              22,081    19,832     46,682  
Current Portion of Loan Payable        (4,769)              (6,304)   (4,411)    (15,484)  
Non-Current Portion of Loan Payable   -         -    -    15,777    15,421     31,198  

 

  (1) On August 21, 2020, the Company executed an instalment sales contract with Mercedes Benz Coconut Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van. The instalment agreement is for $55,841 with a zero interest rate payable over 60 months with a monthly payment of $931 and is personally guaranteed by Robert Carmichael. The loan balance as of December 31, 2024 was $8,686 and $19,855 as of December 31, 2023. This loan was paid off in 2025.
     
  (2) On May 19, 2021, subsidiary BLU3, executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $75,764 payable over 60 equal monthly instalments of $1,611 (the “Navitas 1”). The equipment finance agreement contains customary events of default. The loan balance as of December 31, 2025 was $4,769 and $24,362 as of December 31, 2024.
     
  (3) On June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement production molds. The total purchase price of the molds was $84,500 of which $63,375 was financed by NFS Leasing on August 15, 2022. The financing agreement has a 33 month term beginning in August 2022 with a monthly payment of $2,571. The financing agreement contains customary events of default, is guaranteed by the Company and NFS Leasing has a lien on all of the assets of SSI. The loan balance as of December 31, 2024 and December 31, 2023 was $12,329 and $38,607, respectively. This loan was paid off in 2025.
     
  (4) On December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $63,689 payable over 36 equal monthly installments of $2,083 (“Navitas 2”). The equipment finance agreement contains customary events of default. The loan balance as of December 31, 2025 was 0 and $44,839 as of December 31, 2023. This loan was paid off in 2025.
     
  (5) On February 12, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas. The amount financed is $32,274 payable over 60 equal monthly installments of $715. The inventory finance agreement contains customary events of default. The loan balance as of December 31, 2025 and 2024 was $22,817 and $27,685.respectively.
     
  (6) On September 4, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas. The amount financed is $24,620 payable over 60 equal monthly installments of $602. The inventory finance agreement contains customary events of default. The loan balance as of December 31, 2025 and, 2024 was $19,832 and $224,024, respectively.