v3.26.1
Convertible Notes Payable
 3 Months Ended
Mar. 31, 2026
Convertible Notes Payable  
Convertible Notes Payable

9. Convertible Notes Payable

 

Convertible notes payable were comprised of the following as of March 31, 2026 and December 31, 2025:

 

Convertible Notes Payable  March 31, 2026   December 31, 2025 
Lowell Fuller  $50,000   $50,000 
Robert Knoop   -    50,000 
Total Convertible Notes Payable   50,000    100,000 
Less Unamortized Discount   -    (9,297)
Total Convertible Notes Payable, Net of Unamortized Debt Discount   50,000    90,703 
Less Short-Term Convertible Notes Payable   (50,000)   (90,703)
Total Long-Term Convertible Notes Payable, Net of Unamortized Debt Discount  $-   $- 

 

 

 

Regulation D Convertible Notes Payable – From October through December 2025, the Company raised $150,000 through the Reg D campaign from 3 lenders. These notes had a 15.0% interest rate and matured in 12 months. These notes have a mandatory conversion feature if the Company’s common stock traded above $8.00. The number of shares of Common Stock to be issued upon each conversion of these Notes shall be determined by dividing the Conversion Amount by the Conversion Price, which is defined as equal to eighty percent (80%) multiplied by the average closing price of the Company’s Common Stock during the five (5) consecutive Trading Day period (the “Average Closing Price”) immediately preceding the Trading Day that the Company receives a Notice of Conversion. On December 12, 2025, one of these lenders elected to convert their note, and the Company issued 13,441 shares of common stock and valued at $76,077. The Company recognized a loss on extinguishment of debt of $26,077 on this conversion. On January 10, 2026, one of these lenders elected to convert their note, and the Company issued 13,694 shares of common stock and valued at $72,920. The Company recognized a loss on extinguishment of debt of $22,920 on this conversion. As of March 31, 2026 and December 31, 2025, the gross balance of the notes was $50,000 and $100,000 and accrued interest was $4,377 and $2,322, respectively.