v3.26.1
Convertible Note Payable
 3 Months Ended
Mar. 31, 2026
Convertible Note Payable [Abstract]  
CONVERTIBLE NOTE PAYABLE

NOTE 5 – CONVERTIBLE NOTE PAYABLE

 

On June 10, 2025, the Company issued a 10% Convertible Promissory Note for $62,700 to 1800 Diagonal Lending LLC. The Note includes an OID of $12,700 and matures on March 30, 2026. The Note is convertible into shares of common stock, beginning 180 days after the date of issue, at a 30% discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $62,700 ($12,700 OID, $50,000 from derivative) to be amortized over the term of the loan. This note was converted in full to shares of common stock during the three months ended March 31, 2026.

 

On August 15, 2025, the Company issued a 10% Convertible Promissory Note for $62,700 to 1800 Diagonal Lending LLC. The Note includes an OID of $12,700 and matures on May 30, 2026. The Note is convertible into shares of common stock, beginning 180 days after the date of issue, at a 30% discount to the average of the three lowest trades during the ten days prior to the date of conversion. The Company recorded an original debt discount of $62,700 ($12,700 OID, $50,000 from derivative) to be amortized over the term of the loan. This note was converted in full to shares of common stock during the three months ended March 31, 2026.

 

On January 27, 2026, the Company issued a 10% Convertible Promissory Note for $68,125 to Quick Capital, LLC. The Company recorded an original debt discount of $68,125 ($18,125 OID, $50,000 from derivative) to be amortized over the term of the loan. The OID includes $4,500 withheld for legal fees. The Note matures nine months after the issue date. The Note is convertible into shares of common stock, at a 30% discount to the lowest closing bid during the ten days prior to the date of conversion. During the three months ended March 31, 2026, $15,139 was amortized to interest expense. The debt discount balance as of March 31, 2026, is $52,986.

 

A summary of the activity of the derivative liability for the notes above is as follows:

 

Balance at December 31, 2024   $ 152,014  
Increase to derivative due to new issuances     223,981  
Decrease to derivative due to conversion/repayments     (78,193 )
Derivative gain due to mark to market adjustment     (233,882 )
Balance at December 31, 2025     63,920  
Increase to derivative due to new issuances     180,727  
Decrease to derivative due to conversion/repayments     (130,106 )
Derivative gain due to mark to market adjustment     (36,503 )
Balance at March 31, 2026   $ 78,038  

 

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of March 31, 2026 and December 31, 2025 is as follows:

 

Inputs   March 31
2026		     December 31
2025		     Initial
Valuation		  
Stock price   $ 0.0066     $ 0.0017     $ 0.007  
Conversion price   $ 0.0044     $ 0.00103     $ 0.002  
Volatility (annual)     231.34 %     147.28 – 160.92 %     212.58 %
Risk-free rate     3.72 %     3.59 – 3.67 %     3.57 %
Dividend rate     —       —       —  
Years to maturity     0.57       0.41 – 0.24       0.75