PROMISSORY NOTES |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||
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| PROMISSORY NOTES | NOTE 7 – PROMISSORY NOTES
The Company had the following promissory notes payable as at March 31, 2026 and December 31, 2025:
Auctus# 11
On March 4, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $300,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate at 16%. The promissory note matures on March 4, 2022. In conjunction with the promissory note, the Company issued warrants to purchase 15,000 shares of common stock, exercisable for five years from issuance at $20 per share and returnable warrants to purchase 15,000 shares of common stock, exercisable for five years from issuance at $20 per share which will be automatically expired in the event that the Company repays the promissory notes prior to its maturity date. (See Note 6) During the year ended December 31, 2025, 30,000 units of share purchase warrants were adjusted to 600,000 units at exercise price of $1 due to the full-ratchet anti-dilution provision. During the year ended December 31, 2025, 57,750 units of share purchase warrants were exercised. During the three months ended March 31, 2026, 42,000 units of share purchase warrants were exercised. As of March 31, 2026, 500,250 units of purchase warrants were outstanding. The note was discounted for an original issued discount of $35,000 and a derivative on warrants of $265,000 for an aggregate discount of $300,000, which was amortized over the life of the note using the effective interest method. As of March 31, 2026 and December 31, 2025, the note is presented at $300,000, net of debt discount of $0. The note is currently in default.
Auctus# 12
On December 6, 2021, the Company entered into an agreement with Auctus Fund, LLC to issue a senior secured promissory note of $40,000 to the unrelated party, which bears interest at 12% of the principal amount and default interest rate at 16%. The promissory note matures on December 6, 2022. In conjunction with the promissory note, the Company issued first common stock purchased warrants to purchase 5,000 shares of common stock, exercisable for five years from issuance at $8 per share and second common stock purchased warrants to purchase 5,000 shares of common stock, exercisable for five years from issuance at $8 per share which will be automatically expired in the event that the Company repays the promissory notes prior to its maturity date. (See Note 6)
During the three months ended March 31, 2026, 10,000 units of share purchase warrants were adjusted to 400,000 units at exercise price of $0.20 due to the full-ratchet anti-dilution provision. During the three months ended March 31, 2026, 24,445 units of share purchase warrants were exercised. As of March 31, 2026, 375,555 units of purchase warrants were outstanding. The note was discounted for an original issued discount of $9,000 and a derivative on warrants of $31,000 for an aggregate discount of $40,000, which was amortized over the life of the note using the effective interest method. As of March 31, 2026 and December 31, 2025, the note is presented at $40,000, net of debt discount of $0. The note is currently in default.
During the three months ended March 31, 2026 and 2025, interest expense of $13,019 and $13,019 was incurred on the promissory notes, respectively. As of March 31, 2026 and December 31, 2025, accrued interest payable on the promissory notes was $257,374 and $244,354, respectively. |
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