v3.26.1
DEBTS
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
DEBTS

6. DEBTS

 

Debts consist of the following at March 31, 2026 and December 31, 2025:

 

  

March 31,

2026

  

December 31,

2025

 
Notes payable – Unrelated third parties (Net of discount of $42,812 and $24,587, respectively) (1)  $1,163,300   $1,129,247 
Convertible notes payable – Unrelated third parties (Net of discount of $116,725 and $82,802, respectively) (2)   6,324,308    6,209,306 
Convertible notes payable, at fair value (3)   2,143,461    2,046,469 
Other advances from an unrelated third party (4)   225,000    225,000 
SBA notes payable (5)   149,169    149,169 
Ending balances   10,005,238    9,759,191 
Less: Long-term portion- SBA notes payable   (135,730)   (136,644)
Current portion  $9,869,508   $9,622,547 

 

(1) At March 31, 2026 and December 31, 2025, the balance of $1,163,300 and $1,249,396 net of discount of $42,812 and $24,587, respectively, consisted of the following loans:

 

 

In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by a former director of the Company. The Notes carried interest at 12% annually and were originally due on the date that was six-months from the execution and funding of the note. The notes were convertible into shares of Company’s common stock at a conversion price of $0.008 per share. The total liability recorded prior to the settlement on May 19, 2025 was $178,526, consisting of $91,156 in principal and $87,370 in accrued interest. The Company entered into a settlement agreement for $125,000, resulting in a gain on settlement of $53,526, which was recognized during the second quarter of 2025.

 

The Company made repayments totaling $105,000 in 2025, and the remaining balance of $20,000 was fully repaid in February 2026. As of March 31, 2026 and December 31, 2025, the outstanding principal balance was $0 and $20,000, respectively.

 

 

  On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. We signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011 (this includes a $25,000 penalty for non-payment). We repaid $25,000 during 2012. We did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in June 2012. In August 2013, the debt of $281,772 reverted back to LPR and remains outstanding at March 31, 2026 and December 31, 2025.
     
  At December 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge. The debt of $55,410 reverted back to University Centre West Ltd. and is currently outstanding and carries no interest.
     
  In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2026 and December 31, 2025, the accrued interest is $10,089 and $9,839, respectively.
     
  In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement. At March 31, 2026 and December 31, 2025, the outstanding principal balance is $50,000 and accrued interest is $126,001 and $123,001, respectively.
     
  In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2026 and December 31, 2025, the outstanding principal balance is $50,000 and accrued interest is $119,200 and $116,200, respectively.
     
  A promissory note originally issued to an unrelated third party in August 2016 was restated in September 2019 in the amount of $333,543 bearing monthly interest at a rate of 2% and was due September 2020. The Note is in default and negotiation of settlement. At March 31, 2026 and December 31, 2025, the principal balance is $333,543, and the accrued interest is $532,334 and $512,321, respectively.
     
  On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. In March 2018, $15,000 of the principal balance of the note was assigned to an unrelated third party and is in default and negotiation of settlement. In February 2020, the remaining principal balance of $60,000 and accrued interest of $15,900 was restated in the form of a Convertible Note (See Note 6(4)). At March 31, 2026 and December 31, 2025, the principal balance outstanding is $15,000, and the accrued interest is $1,371.

 

 

  In October 2016, we issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At March 31, 2026 and December 31, 2025, the accrued interest is $115,500 and $112,500, respectively.
     
  In June 2017, we issued a promissory note to an unrelated third party in the amount of $12,500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At March 31, 2026 and December 31, 2025, the accrued interest is $11,132 and $10,819, respectively.
     
  During July 2017, we received a loan for a total of $200,000 from an unrelated third party. The loan was repaid through scheduled payments through August 2017 along with interest on average 15% annum. During June 2018, the loan was settled with two unrelated third parties for $130,401 and $40,000, respectively, with the monthly scheduled repayments of approximately $5,000 and $2,000 per month to each unrelated party through July 2020. The Company repaid an aggregate of $136,527 over the four years from 2018 through 2021. The portion of settlement of $130,401 was repaid in full as of March 31, 2021. At March 31, 2026 and December 31, 2025, the outstanding principal balance is $33,874 and is in default and negotiation of settlement.
     
  In July 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issue discount of $10,000. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At March 31, 2026 and December 31, 2025, the principal balance of the note is $50,000.
     
  In November 2017, we issued a promissory note to an unrelated third party in the amount of $120,000 with original issuance discount of $20,000. During March 2020, $50,000 of the Note was settled for 125,000,000 shares with a fair value of $87,500. The remaining balance of $70,000 was restated with additional issuance discount of $14,000. We repaid a total of $15,000 during 2022. At March 31, 2026 and December 31, 2025, the outstanding principal balance of the loan is $69,000, and is in default and negotiation of further settlement.
     
  In November 2017, we issued a promissory note to an unrelated third party in the amount of $18,000 with original issuance discount of $3,000. The note is in default and in negotiation of settlement. The note was due in six months from the execution and funding of the note. At March 31, 2026 and December 31, 2025, the principal balance of the note is $18,000 and the accrued interest is $2,000. The accrued interest represents a one-time amount and no further interest is accruing on the note.

 

 

  In September 2025, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $147,200 of the Company’s future receivables in exchange for total proceeds of $112,650, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $147,200 was collected. In connection with this transaction, the Company recorded a total debt discount of $34,550 related to loan origination fees and issuance costs, which is being amortized over the term of the agreement. Repayments of $42,465 and $33,972 were made during 2025 and first quarter of 2026, respectively. Amortization for the three months ended March 31, 2026 and 2025, was $7,975 and $0, respectively. At March 31, 2026 and December 31, 2025, the principal balance, net of debt discount of $16,612 and $24,587, was $54,151 and $80,148, respectively.
     
  In March 2026, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $110,500 of the Company’s future receivables in exchange for total proceeds of $83,250, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $110,500 was collected. In connection with this transaction, the Company recorded a total debt discount of $27,250 related to loan origination fees and issuance costs, which is being amortized over the term of the agreement. Repayments of $4,250 were made during the first quarter of 2026. Amortization for the three months ended March 31, 2026 was $1,050. At March 31, 2026, the principal balance, net of debt discount of $26,200, was $80,050.

 

(2) At March 31, 2026 and December 31, 2025, the balance of $6,324,308 and $6,209,306 net of discount of $116,725 and $82,802, respectively, consisted of the following convertible loans:

 

  In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000 and a conversion option at $0.001 per share. The note was due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At March 31, 2026 and December 31, 2025, the principal balance of the note is $60,000.
     
  During January through December 2018, we issued convertible notes payable to 14 unrelated third parties for a total of $525,150 with original issue discount of $44,150. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a fixed conversion price ranging from $0.0003 to $0.001 per share. During May 2019, we restated two convertible notes payable with additional original issuance discount of $6,400. The two restated notes were due in August 2020. At March 31, 2026 and December 31, 2025, the outstanding principal balance of the notes issued in 2018 was $531,550. The Notes are in default and negotiation of settlement.
     
  During February 2019, the Company issued convertible notes payable totaling $55,000 with an original issuance discount of $5,000. The notes are convertible into shares of the Company’s common stock at a conversion price of $0.0005 per share. During August and October 2020, the notes were amended to include additional original issuance discounts of $9,200 and were accompanied by the issuance of warrants. All warrants associated with these notes expired during 2022. The Notes are in default and negotiation of settlement.

 

  During November 2019, we issued a convertible promissory note to an unrelated third party for $137,500 with original issuance discount of $12,500. The note was due nine months from the execution and funding of the notes. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price of $0.000275. The Note is in default and negotiation of settlement.
     
    At March 31, 2026 and December 31, 2025, the outstanding principal balance of the notes issued in 2019 was $201,700.
     
  During the year ended December 31, 2020, the Company issued convertible notes payable totaling $555,600 with original issuance discounts of $53,600. $287,400 of these notes were due in a year, and $268,200 of the Notes were due in six months from the execution and funding of each note. The notes are convertible into shares of the Company’s common stock at a fixed conversion price ranging from $0.0002 to $0.0008 per share. In May 2022, $16,500 of the notes issued in November 2020 were settled through the issuance of common stock. At March 31, 2026 and December 31, 2025, the outstanding principal balance of the notes issued in 2020 was $539,100. The notes are currently in default and under negotiation for settlement.

 

 

 

During August 2021, a promissory note of $166,926 was restated in the form of a convertible note at a fixed conversion price of $0.002 per share. The restated balance was $183,619 with an original issuance discount of $16,693 and was due February 2022. During February 2022, we issued 20,866,250 shares of common stock to satisfy the principal balance of $16,693. The remaining balance of $166,926 was further restated into a convertible note with a fixed conversion price of $0.002 per share, maturing in August 2022. In August 2022, the balance of $166,926 was further restated with an original issuance discount of $16,693 in the form of a convertible note at a fixed conversion price of $0.002 per share due February 2023. The note required us to repay $16,693 in cash by October 2022. We did not meet this repayment obligation. As a result, the convertible note amount increased to $200,312 (including $166,926, $16,693, and an original issuance discount of $16,693) with a fixed conversion price of $0.002 per share, due February 2023. The Company made a payment of $5,000, which was applied against accrued late payment penalties in 2023.

 

In February 2024, the principal balance and the related penalty for a total of $224,920 were restated. 35,000,000 shares of common stock were issued in satisfaction of $24,920 of the outstanding balance, with the remaining $200,000 restated as a principal subject to an additional 15% OID. The restated note was due in February 2025 and convertible at a fixed price of $0.0008 per share.

 

In February 2025, the note was further restated to extend its maturity date to February 2026, with the principal balance of $230,000 subject to an additional 15% OID, which increased the principal balance to $264,500 while maintaining the same fixed conversion price and personal guarantee.

 

In February 2026, the note was further restated to extend its maturity date to February 2027, with the principal balance of $264,500 subject to an additional 15% OID, which increased the principal balance to $304,175 while maintaining the same fixed conversion price of $0.0008 and personal guarantee. The amended note also provides that, in the event the Company fails to repay all outstanding principal and OID within ten business days following the maturity date, the Company will be subject to an immediate default penalty of $15,000 and the issuance of 30,000,000 shares of restricted common stock to the noteholder.

 

The Company evaluated the amendment to the note under applicable debt extinguishment guidance and concluded that the amended terms were substantially different from the original terms, as the present value of the revised cash flows exceeded the 10% threshold. Accordingly, the amendment was accounted for as an extinguishment of the original note and issuance of a new note. No gain or loss was recognized as a result of the extinguishment.

 

Amortization of debt discount for the three months ended March 31, 2026 and 2025 was $9,475 and $8,250, respectively. The principal balance, net of unamortized debt discount of $33,075 and $2,875, was $271,100 and $261,625, as of March 31, 2026 and December 31, 2025, respectively.

 

  During 2021, we issued convertible promissory notes to unrelated third parties totaling $2,480,043 with original issuance discounts of $323,484. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price ranging from $0.0003 to $0.002 per share. The notes were due one year from the execution and funding of the notes. On January 1, 2022, $228,563 of the Notes issued during January to April 2021 were amended to extend the due date to August 29, 2022. The notes are currently in default and under negotiation for settlement.
     
  During 2022, we issued convertible promissory notes to unrelated third parties totaling $874,000 with original issuance discounts of $114,000. The noteholders have the right to convert the notes into shares of common stock at fixed conversion prices ranging from $0.0005 to $0.0008 per share, and the notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation for settlement.
     
  During 2022, convertible promissory notes totaling $339,825 were amended to add additional original issuance discount for a total of $50,974 and extended maturity dates to July 2023. The notes are currently in default and under negotiation for settlement.

 

     
  During 2023, the Company amended convertible promissory notes totaling $197,025 to add aggregate original issuance discounts of $29,554, which extended the due dates by twelve months, to various dates in January, May, and July 2024. The notes are currently in default and under negotiation for settlement.
     
  During 2023, the Company issued convertible promissory notes to unrelated third parties with a fixed conversion price of $0.0006 per share, totaling $146,338 with a combined original issuance discount of $19,088. Of these, $17,250 of the notes are under a personal guarantee. All notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation for settlement.

 

 

  During 2024, a convertible promissory note of $53,230 was amended to add an additional original issuance discount (OID) of $7,985. The note is currently in default and under negotiation for settlement.
     
  During 2024, the Company issued convertible promissory notes to unrelated third parties with fixed conversion prices ranging from $0.0005 to $0.0006 per share and 15% of OID. The aggregate principal amount issued during 2024 was $263,350, with total OID of $34,350. The notes were due one year from their respective execution and funding dates. These notes are currently in default and under negotiation for settlement.
     
  During the second quarter of 2024, the Company settled convertible promissory notes with an aggregate principal balance of $52,500, which had a conversion price of $0.002. As part of the settlement, the Company recognized a $7,500 loss on settlement of debt during the second quarter of 2024. Total cash repayments under the settlement amounted to $60,000, and all settlement amounts were fully repaid as of the second quarter of 2025.
     
  During the third quarter of 2024, the Company settled convertible promissory notes of $11,500, which had a conversion price of $0.0006. The Company completed repayment in the first quarter of 2025, with $11,500 in cash repayments.
     
  During 2025 through March 2026, we issued convertible promissory notes to unrelated third parties for a total of $1,603,164 with aggregate original issuance discount of $209,108. The noteholders have the right to convert the notes into shares of Common Stock at fixed conversion prices ranging from $0.0005 to $0.0008 per share. The notes are due one year from the execution and funding of the notes. In connection with the issuance of $1,231,714 of these notes, we paid approximately 10% of the related proceeds to third parties, which has been recorded as additional debt discount. Both the original issue discount and the issuance-related costs are being amortized over the term of each tranche. $857,389 of the above-mentioned notes are in default and under negotiation for settlement as of the date of this report.
     
  During July 2025, the Company settled a convertible promissory note with a principal balance of $11,500 through a cash repayment of $11,500.

 

 

  In January 2026, the Company entered into a settlement agreement with the holder of certain promissory notes originally issued in 2021 and 2022, pursuant to which the outstanding notes of $172,500 were cancelled and extinguished in exchange for cash payments and the issuance of common stock. In connection with the settlement agreement, the $20,000 cash payment obligation was reclassified to settlement payable and included in accrued expenses. During the three months ended March 31, 2026, the Company made payments totaling $15,000, and the remaining $5,000 payment was made in April 2026. See Note 7 – Stockholders’ Deficit for additional details regarding the settlement and related share issuance.
     
  The total discount amortization on all of the above mentioned convertible notes payable for the three months ended March 31, 2026 and 2025 was $52,300 and $42,032, respectively. At March 31, 2026 and December 31, 2025, the carrying value of the notes was $6,324,308 and $6,209,306, net of unamortized discounts of $116,725 and $82,802, respectively.
     
  At March 31, 2026, $5,074,833 of the above mentioned convertible notes payable are in default and negotiation of settlement. At the date of this report, $5,387,529 of the notes remain in default and in negotiation of settlement.

 

(3) At March 31, 2026 and December 31, 2025, the balance of $2,143,461 and $2,046,469, respectively, consisted of the following convertible loans:

 

  The balance of $20,000 of a Convertible Note originated in March 2016 is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. We have accrued interest at a default interest rate of 20% after the note’s maturity date. At March 31, 2026 and December 31, 2025, the convertible note payable with principal balance of $20,000 plus accrued interest of $38,406 and $37,406 at fair value, were recorded at $106,190 and $78,280, respectively. The Note is in default and negotiation of settlement.
     
  During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note was due on May 4, 2018. The Note holder has the right to convert the note into shares of Common Stock at sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty trading days preceding the conversion date. We have accrued interest at a default interest rate of 19% after the note’s maturity date. After prior conversions, at March 31, 2026 and December 31, 2025, the remaining principal of $12,629 plus accrued interest of $25,568 and $24,937, respectively, at fair value, was recorded at $63,663 and $62,610, respectively. The remaining principal balance of the Note is in default.
     
  During October 2020, we issued a Convertible Debenture in the amount of $250,000 to an unrelated third party. The note was due in October 2021. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. Upon default, we increased the outstanding principal by 10% and began accruing interest at the default rate of 24% from the note’s maturity date. At March 31, 2026 and December 31, 2025, the convertible note payable with principal balance of $275,000 plus accrued interest of $312,932 and $296,657, respectively, at fair value, were recorded at $1,175,864 and $1,143,319. The Note is in default and negotiation of settlement.
     
  During July 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party, and during August 2018, we issued a convertible debenture in the amount of $20,000 to an unrelated third party. Both notes carry interest at 8% and were due one year from issuance, unless previously converted into shares of restricted common stock. Following maturity, we accrued interest at the default rate of 24%. The noteholders have the right to convert the notes into shares of common stock at fifty-five percent of the average of the three lowest trading prices of our restricted common stock for the fifteen trading days including the date of receipt of the conversion notice. At March 31, 2026 and December 31, 2025, the combined convertible notes payable plus accrued interest of $117,519 and $113,376, respectively, were recorded at fair value of $340,944 and $333,412. The Notes are in default and negotiation of settlement.

 

 

  During January 2019, we issued a convertible debenture in the amount of $75,900 to an unrelated third party in connection with the restatement of a previously issued non-convertible note. The note was due in one year from the restatement date of the note. During November 2020, the Note holder assigned $20,000 of the $75,900 convertible note in January 2019 to a third party. The Noteholder has the right to convert the note into shares of common stock at 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. At March 31, 2026 and December 31, 2025, the remaining convertible note payable of $55,900, at fair value, was recorded at $111,800 and $83,850, respectively. The note was due January 2020. The Note is in default and negotiation of settlement.
     
  During June 2019, we issued a convertible promissory note to an unrelated third party for $240,000 with original issuance discount of $40,000. The note was due one year from the execution and funding of the note. In connection with the issuance of this note, we issued 16,000,000 shares of our restricted common stock. The common stock was valued at $4,688 and recorded as a debt discount that was amortized over the life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. During October 2022, repayment of $10,000 was made. At March 31, 2026 and December 31, 2025, the convertible note payable with principal balance of $230,000, at fair value, was recorded at $345,000. The Note is in default and negotiation of settlement.

 

(4) At March 31, 2026 and December 31, 2025, the balance of $225,000 consisted of the advances received from a third party during the periods from May 2019 through May 2020 in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold.
   
(5) During June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, in the amount of $731 commenced in February 2023. The balance of principal and interest is payable over a 360-month period from the date of the SBA Loan Agreement. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral. The outstanding balance for the EIDL loan at March 31, 2026 and December 31, 2025 is $149,169. The accrued interest as of March 31, 2026 and December 31, 2025 loan is $18,919 and $17,513, respectively. Interest expense was $1,406 for each of the three months ended March 31, 2026 and 2025.

 

At March 31, 2026, the future minimum principal payments for all debts are as follows:

 

March 31,  Amount 
2027  $9,869,508 
2028   3,742 
2029   3,885 
2030   4,033 
2031   4,187 
Thereafter   119,883 
Total  $10,005,238 
Less: Long-term portion SBA notes payable   (135,730)
Current portion  $9,869,508