v3.26.1
CONVERTIBLE NOTES PAYABLE
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES PAYABLE

NOTE 5 – CONVERTIBLE NOTES PAYABLE

 

The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of December 31, 2025 and 2024, respectively.

         
     

December 31,

2025

 

December 31,

2024

          
A.  Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share. The note is secured by substantially all the assets of the Company.  $–   $205,000 
              
D.  Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share. The note is secured by substantially all the assets of the Company.   –    50,000 
              
E.  Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.0006 per share. Interest is payable. The note is secured by substantially all the assets of the Company.   –    125,000 
              
G.  Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0006 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2026. The note is secured by substantially all the assets of the Company.   13,942    13,942 
       13,942    393,942 
   Less current portion   (13,942)   (138,942)
   Long term portion  $–   $255,000 

 

A. January 18, 2018 Convertible Note and Warrants (“Note A”)

 

On March 14, 2022, the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024 and then Note A was automatically extended for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder. The Note A is convertible into shares of common stock at the lowest VWAP or $0.001 per share during the look back period of 10 days prior to the conversion date, provided:

 

  · Upon request of the noteholder of Note A, the Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1st Incentive Shares) and the price per 1st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments) for the previous ten trading days.
  · The Company shall use its best efforts to file a registration statement registering the resales of the 1st Incentive Shares within 45 calendar days from the date hereof. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares.
  · Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days.
  · The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares.

 

On October 30, 2025, the Company had a change of control in management, and mutually agreed with the holder of Note A to convert the principal balance of Note A of $205,000 and accrued interest of $229,511 as of date, in exchange for issuance of 407 shares of Series E Preferred Stock in full settlement of all balances due to Note A holder (Note 8).

 

The Company recorded interest expense of $20,376 and $24,667 for the years ended December 31, 2025 and 2024, respective. Accrued interest payable on Note A was $0 and $209,135 as of December 31, 2025 and 2024, respectively.

 

D. March 2019 Convertible Note and Warrants (“Note D”)

 

On March 14, 2022, the noteholder of Note D agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note D) including penalties were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note D agreed to extend the maturity date to March 1, 2024 and then Note D was automatically extended for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder. The Note D is convertible into shares of common stock at the lowest VWAP or $0.001 per share during the look back period (see “Note A” above).

 

On October 30, 2025, the Company had a change of control in management, and mutually agreed with the holder of Note D to convert the principal balance of Note D of $50,000 and accrued interest of $37,684 as of date, in exchange for issuance of 82 shares of Series E Preferred Stock in full settlement of all balances due to Note D holder (Note 8).

 

The Company recorded interest expense of $4,970 and $6,016 for the years ended December 31, 2025 and 2024, respective. Accrued interest payable on Note D was $0 and $32,714 as of December 31, 2025 and 2024, respectively.

 

E. August 2019 Convertible Note and Warrants (“Note E”)

 

On August 6, 2025, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to February 2, 2026 for no additional consideration. All other terms and conditions of the Note E remained the same.

 

On October 30, 2025, the Company had a change of control in management, and mutually agreed with the holder of Note E to convert the principal balance of Note E of $125,000 and accrued interest of $91,156 as of date, in exchange for issuance of 180 shares of Series E Preferred Stock in full settlement of all balances due to Note E holder (Note 8).

 

The Company recorded interest expense of $12,425 and $15,941 on Note E for the years ended December 31, 2025 and 2024, respectively. Accrued interest payable on Note E was $0 and 78,731 as of December 31, 2025 and 2024, respectively.

 

G . July 2020 Equity Financing Arrangement (“Note G”)

 

On May 14, 2025, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note from April 29, 2025 to October 29, 2025, and then to April 29, 2026 (Note 9). All other terms and conditions of the Note G remained the same.

 

During the year ended December 31, 2024, the noteholder of Note G converted principal amount of $45,045 and accrued interest of $1,955 in exchange of 85,000,000 shares of common stock of the Company.

 

The Company recorded interest expense on Note G of $1,392 and $1,123 for the years ended December 31, 2025 and 2024, respectively. Accrued interest payable on Note G was $2,517 and $1,123 as of December 31, 2025 and 2024, respectively. The principal balance payable of Note G amounted to $13,942 as of December 31, 2025 and 2024, respectively.