v3.26.1
NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES
12 Months Ended
Dec. 31, 2025
Notes  
NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES

NOTE 6 – PROMISSORY AND CONVERTIBLE NOTES

 

On August 27, 2021, the Company issued a lender (“Lender A”) a convertible note payable with principal of $500,000 and an original issue discount of $50,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2025 and 2024, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. During the year ended December 31, 2024, the Company converted $110,000 of accrued interest into 2,200,000 shares of common stock pursuant to the terms of the convertible note agreement. Although the conversion was effective as of December 31, 2024, the related shares were issued in January 2025. The fair value of the shares issued was $44,000 and was recorded within the statement of stockholders’ equity for the year ended December 31, 2025.

 

On April 22, 2025, Lender A (“the Seller”) entered into a note assignment and purchase agreement with a buyer (“Lender G”) whereas the Seller agreed to sell, assign, transfer, and convey the Note, including the unpaid principal and accrued and unpaid interest thereon to the Buyer.

 

During the year ended December 31, 2025, the Company converted $150,438 of accrued interest into shares of the Company’s common stock. Lender A received 54,079,852 common shares, with a fair value of $179,896 which is recorded within the statement of stockholder equity.

 

On September 17, 2021, the Company issued a lender (“Lender B”) a convertible note payable with principal of $55,000 and an original issue discount of $5,000. The note matures after 24 months and has an effective interest rate of 8%. As of September 30, 2025, and December 31, 2024, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share.

 

During the year ended December 31, 2025, the Company converted $30,235 of accrued interest into shares of the Company’s common stock. Lender B received 10,078,180 common shares, with a fair value of $40,313, which is recorded within the statement of stockholder equity.

 

On October 27, 2021, the Company issued a lender (“Lender C”) a convertible note payable with principal of $220,000 and an original issue discount of $20,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2025 and 2024, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share.

 

On April 23, 2025, Lender C (“the Seller”) entered into a note assignment and purchase agreement with a buyer (“Lender G”) whereas the Seller agreed to sell, assign, transfer, and convey the Note, including the unpaid principal and accrued and unpaid interest thereon to the Buyer.

 

During the year ended December 31, 2025, the Company converted $152,820 of accrued interest and $238,131 of the principal amount into shares of the Company’s common stock. Lender C received 227,844,762 common shares, with a fair value of $706,911 which is recorded within the statement of stockholder equity.

 

On January 21, 2022, the Company issued a lender (“Lender E”) a convertible note payable with principal of $325,000 and an original issue discount of $75,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2025 and 2024, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.975 per share. As of December 31, 2025 and 2024, the Company had an outstanding principal amount of $325,000 due as a result of this note.

 

On January 30, 2024, the Company signed an agreement with a major shareholder (“Lender F”) for a $165,000 note payable. The note accrues interest at a rate of 1.75% compounded annually and has a maturity date of January 30, 2025 (Note 5 – Related Party Transactions).

 

During the year ended December 31, 2021, the Company issued three convertible notes payable. In accordance with the terms of the note agreements, during the year ended December 31, 2022, the Company received notice to convert the three notes into shares of the Company’s common stock. As a result, an aggregate of $232,500 in principal and $13,145 in interest was converted into 245,645 shares of common stock (Note 7 – Stockholders’ Equity). Following the conversion, $2,407 of accrued interest remained outstanding and owed to one of the note holders (“Lender D”). As of the year ended December 31, 2025, the Company notes all convertible notes payables are currently in default.

 

On May 6, 2025, the Company issued a lender (“Lender G”) a convertible note payable with principal of $275,000 and an original issue discount of $25,000. The note matures after 24 months and has an effective interest rate of 10%. As of December 31, 2025, the Company had an outstanding principal amount of $258,185 due to this lender as a result of the note.

 

On September 12, 2025, the Company had outstanding debt consisting of a promissory note with an original principal balance of $58,823 (the “Lender H”). The Note was issued with an original issue discount (“OID”) of $8,823, resulting in cash proceeds of $50,000. The OID is amortized to interest expense over the term of the Note using the effective interest method. The Note bears interest at a stated rate of 12% per annum and matures on January 2, 2026. During the year ended December 31, 2025, the Company made principal repayments totaling $50,000. As of December 31, 2025, the outstanding principal balance of Lender H was $8,666, which is presented as a current liability on the accompanying balance sheet.

 

 

The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of and December 31, 2025 and 2024:

 

 

 

 

 

December 31, 2025

 

December 31, 2024

 

 

Maturity Date

 

Total Outstanding***

 

Principal

 

Interest

 

Total Outstanding***

 

Principal

 

Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lender G (formerly Lender A)

 

8/27/2024

$

471,417 

 $

471,417 

 $

- 

 $

634,417 

 $

500,000 

$

133,989 

Lender B

 

9/27/2024

 

63,403 

 

55,000 

 

8,403 

 

82,637 

 

55,000 

 

27,637 

Lender G (formerly Lender C

 

10/27/2024

 

- 

 

- 

 

- 

 

324,670 

 

220,000 

 

104,670 

Lender D

 

10/21/2024

 

2,407 

 

- 

 

2,407 

 

2,407 

 

- 

 

2,407 

Lender E

 

1/21/2024

 

515,407 

 

325,000 

 

190,4070 

 

453,460 

 

325,000 

 

128,460 

Lender F

 

1/30/2025

 

170,546 

 

165,000 

 

5,546 

 

167,658 

 

165,000 

 

2,658 

Lender G

 

05/06/2027

 

266,029 

 

258,185 

 

7,844 

 

- 

 

- 

 

- 

Lender H

 

01/02/2026

 

10,794 

 

8,667 

 

2,127 

 

- 

 

- 

 

- 

 

 

 

 $

1,500,003 

 $

1,283,269 

 $

216,734 

 $

1,665,250 

 $

1,265,000 

 $

239,714 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*** - Total Outstanding = Principal + Interest as of December 31, 2025 and December 31, 2024

 

During the years ended December 31, 2025 and 2024, the Company recorded debt discount amortization expense in the amount of $16,973 and $9,349, respectively. As of December 31, 2025, the Company had an unamortized debt discount balance of $8,666.