v3.26.1
CONVERTIBLE PROMISSORY NOTES
3 Months Ended
Mar. 31, 2026
Convertible Promissory Notes  
CONVERTIBLE PROMISSORY NOTES

NOTE 9: CONVERTIBLE PROMISSORY NOTES

 

The Company entered into convertible notes payable as follows as of March 31, 2026 and December 31, 2025. The chart below does not include convertible notes payable that were fully repaid or converted as of December 31, 2025. Refer to the Form 10-K for the year ended December 31, 2025 filed March 31, 2026 for a full description of those notes:

 

   March 31, 2026   December 31, 2025 
         
Convertible note payable entered into December 19, 2023, with a maturity date of December 19, 2024, one time interest charge assessed upon issuance; note is in default and a $242,000 default fee was added to the note in March 2025. This note was amended May 16, 2025.  $484,000   $484,000 
           
Convertible note payable entered into March 13, 2024, with a maturity date of March 13, 2025, one time interest charge assessed upon issuance; note is in default and a $133,100 default fee was added to the note in March 2025. This note was amended May 16, 2025.   266,200    266,200 
           
Convertible note payable entered into March 26, 2024, with a maturity date of March 26, 2025, one time interest charge assessed upon issuance; note is in default and a $133,100 default fee was added to the note in March 2025. This note was amended May 16, 2025.   266,200    266,200 
           
Convertible note payable entered into April 2, 2024, with a maturity date of April 2, 2025, one time interest charge assessed upon issuance; note is in default and a $133,100 default fee was added to the note in March 2025. This note was amended May 16, 2025.   266,200    266,200 
           
Convertible note payable entered into April 23, 2024, with a maturity date of October 22, 2025, at 10% interest per annum. This note was amended May 16, 2025 and $12,300 of interest accrued was added to the principal amount of the note.   135,300    135,300 
           
Convertible note payable entered into May 22, 2024, with a maturity date of November 22, 2025, at 10% interest per annum. This note was amended May 16, 2025.   123,000    123,000 
           
Convertible note payable entered into March 14, 2025, with a maturity date of March 14, 2026, one time interest charge assessed upon issuance of $55,000. Note was for $605,000. Conversions of $238,000 occurred in 2025 and conversions of $315,000 occurred in the three months ended March 31, 2026.   52,000    367,000 
           
Convertible note payable entered into October 14, 2025, with a maturity date of October 14, 2026. A $2,000 one-time interest fee was added to the note   35,000    35,000 
           
Convertible note payable entered into November 10, 2025, with a maturity date of November 10, 2026, at 10% interest per annum.   27,500    27,500 
           
Convertible note payable entered into November 10, 2025, with a maturity date of November 10, 2026, at 10% interest per annum.   27,500    27,500 
           
Convertible note payable entered into November 21, 2025, with a maturity date of November 21, 2026 A $2,750 one-time interest fee was added to the note.   30,250    30,250 
           
Convertible note payable entered into December 29, 2025, with a maturity date of December 29, 2026, at 10% interest per annum.   550,000    175,000 
           
Convertible note payable entered into January 19, 2026, with a maturity date of January 19, 2027, at 10% interest per annum.   275,000    - 
           
Convertible note payable entered into January 20, 2026, with a maturity date of January 20, 2027, at 10% interest per annum.   22,000    - 
           
Convertible note payable entered into January 20, 2026, with a maturity date of January 20, 2027, at 10% interest per annum.   11,000    - 
           
Convertible note payable entered into March 26, 2026, with a maturity date of March 26, 2027. A $5,500 one-time interest fee was added to the note.   60,500    - 
           
Total   2,631,650    2,203,150 
Less: Current portion   (1,835,901)   (1,433,073)
Less: Discounts   (795,749)   (770,077)
Long-term debt  $-   $- 

 

 

On December 19, 2023, the Company issued a Promissory Note in the amount of $220,000, due December 19, 2024. A one-time interest charge of $22,000 was added to the note, and an original issue discount of $20,000 was reflected that provided net proceeds of $200,000 to the Company. Note is in default and a $242,000 default fee was added to the note in March 2025. Note became fixed with respect to the conversion price to $0.0001177 per share in May 2025.

 

On March 13, 2024, the Company issued a Promissory Note in the amount of $121,000, due March 13, 2025. A one-time interest charge of $12,100 was added to the note, and an original issue discount of $11,000 was reflected that provided net proceeds of $110,000 to the Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001.

 

On March 26, 2024, the Company issued a Promissory Note in the amount of $121,000, due March 26, 2025. A one-time interest charge of $12,100 was added to the note, and an original issue discount of $11,000 was reflected that provided net proceeds of $110,000 to the Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001. Note is in default and a $133,100 default fee was added to the note in March 2025. Note became fixed with respect to the conversion price to $0.0001177 per share in May 2025.

 

On April 2, 2024, the Company issued a Promissory Note in the amount of $121,000, due April 2, 2025. A one-time interest charge of $12,100 was added to the note, and an original issue discount of $11,000 that was included in the initial principal balance. The Company received net proceeds of $110,000 in connection with the transaction. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001. Note is in default and a $133,100 default fee was added to the note in March 2025. Note became fixed with respect to the conversion price to $0.0001177 per share in May 2025.

 

On April 23, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $123,000, due October 22, 2025 and 40 shares of Series C Preferred Stock. An original issue discount of $11,000 on the note was included in the initial principal balance. The Company received $112,000 in net proceeds in connection with this transaction. Note became fixed with respect to the conversion price to $0.0000823 per share in May 2025.

 

On May 22, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $123,000, due November 22, 2025. An original issue discount of $10,000 on the note was included in the initial principal balance and a debt discount of the remaining $113,000 for the derivative liability component. The Company received $113,000 in net proceeds in connection with this transaction. Note became fixed with respect to the conversion price to $0.0000823 per share in May 2025. As a result of the note amendment and the conversion price being fixed, the balance of the derivative liability was reclassified to additional paid in capital.

 

On March 14, 2025, the Company issued a $550,000 Convertible Promissory Note to Quail Hollow Capital, LLC. The purchase price for the Note was $500,000. An original issue discount of $50,000 on the note, and $555,000 in debt discount on the note was included in the initial principal balance as well as a one-time interest charge of $55,000. The Note is due in 12 months from the issuance date, bears an interest charge of 10% and is convertible into Company common stock at the lower of: (a) $0.0006; and (b) 70% of the lowest closing trade price of the Common Stock in the ten (10) trading days immediately preceding the applicable conversion date. The Company received $500,000 in net proceeds in connection with this transaction. Two conversions totalling $238,000 occurred in 2025 and two conversions in 2026 of $315,000, leaving a balance of $52,000 remaining on this note. In addition, $222,847 is reflected in derivative liabilities as of March 31, 2026.

 

On May 16, 2025, the Company and North Falls Investments, LLC (“NFI”), entered into a Settlement Agreement to settle a dispute. In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the two outstanding notes the Company has with NFI to $0.0001177 on the March 26, 2024 note and $0.0000823 on the April 23, 2024 note. The maturity dates were not extended.

 

On May 16, 2025, the Company and KWP 50, LLC (“KWP”), entered into a Settlement Agreement to settle a dispute. In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the March 13, 2024 note the Company has with KWP to $0.0001177. The maturity dates were not extended.

 

On May 16, 2025, the Company and Sellers Properties, LLC (“SP”), entered into a Settlement Agreement to settle a dispute. In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the two outstanding notes the Company has with SP to $0.0001177 on the December 19, 2023 and April 2, 2024 notes. The maturity dates were not extended.

 

On October 14, 2025, the Company issued a $33,000 Convertible Promissory Note to Red Rock Development Group, LLC maturing October 14, 2026. A $2,000 one-time interest charge was added to this note. The note carries an OID of $3,175. The note was for legal fees paid directly by Red Rock to a third party. The note is not convertible for six-months from the October 14, 2025 date. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of March 31, 2026, $18,218 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $43,960.

 

 

On November 10, 2025, the Company entered into two separate note agreements each in the amount of $27,500 and each carry an OID in the amount of $2,500. The Company received cash proceeds of $25,000 for each of the two notes. These notes mature on November 10, 2026 and bear interest at 10% per annum. The notes are not convertible for a six month period from the November 10, 2025 date. The remaining value of each of the notes was considered a debt discount and is being amortized over the life of the note. As of March 31, 2026, $17,199 of discount remains unamortized on each of these notes, and the derivative liability on each of these notes as of March 31, 2026 is $39,978.

 

On November 21, 2025, the Company entered into a note agreement in the amount of $27,500 which carries an OID in the amount of $2,500. A $2,750 one-time interest charge was added to this note. The Company received cash proceeds of $25,000 for the note. This note matures on November 21, 2026. No other interest will accrue until the occurrence of an Event of Default as defined in the agreement. The note is not convertible for a six month period from the November 21, 2025 date. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of March 31, 2026, $18,044 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $37,190.

 

On December 29, 2025, the Company entered into a note agreement in the amount of $550,000 which carries an OID in the amount of $50,000 with an investor as part of the rebranding discussed in Note 1. The Company received/will receive cash proceeds under this note of: $125,000 on or before December 31, 2025 (received); $125,000 on or before January 15, 2026; and $250,000 on or before February 1, 2026. All proceeds due in 2026 have been received. This note matures on December 29, 2026 and bears interest at 10% per annum. The note is not convertible for a six month period from the December 29, 2025 date. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of March 31, 2026, $415,005 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $812,480.

 

On January 19, 2026, the Company entered into a note agreement in the amount of $275,000 and carries an OID in the amount of $25,000. The Company received cash proceeds of $250,000 from this note. This note matures on January 19, 2027 and bear interest at 10% per annum. The note is not convertible for a six month period from the January 19, 2026 date. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of March 31, 2026, $223,611 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $406,240.

 

On January 20, 2026, the Company entered into two separate note agreements each in the amount of $22,000 and $11,000, respectively and each carry an OID in the amount of $2,000 and $1,000, respectively. The Company received cash proceeds of $20,000 and $10,000 on these notes, respectively. These notes mature on January 20, 2027 and bear interest at 10% per annum. The notes are not convertible for a six month period from the January 20, 2026 date. The remaining value of each of the notes was considered a debt discount and is being amortized over the life of the note. As of March 31, 2026, $17,947 and $8,974 of discount remains unamortized on each of these notes, and the derivative liability on each of these notes as of March 31, 2026 is $32,499 and $16,250, respectively.

 

On March 26, 2026, the Company issued a $55,000 Convertible Promissory Note to Red Rock Development Group, LLC maturing March 26, 2027. A $5,500 one-time interest charge was added to this note. The note carries an OID of $5,000. The Company received $50,000 for this note. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of March 31, 2026, $59,550 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $82,771.

 

All of the convertible promissory notes as of March 31, 2026 are due in the next fiscal year, and therefore are current.

 

The Company evaluated the terms of the convertible notes and determined that there were derivative liabilities on the notes eligible to convert as there were discounted conversion prices, which is a variable percentage to market.

 

Interest expense for the three months ended March 31, 2026 and 2025 was $27,269 and $9,760, respectively. Amortization of debt discount, and original issue discount was $342,828 and $117,474 for the three months ended March 31, 2026 and 2025, respectively. Accrued interest at March 31, 2026 and December 31, 2025 was $201,870 and $174,601, respectively. A total of $37,137 of accrued interest was converted along with some of the convertible notes payable in the three months ended March 31, 2025.

 

The Company recognized a loss on conversion of notes of $302,730 and $577,315 for the three months ended March 31, 2026 and 2025, respectively.