v3.26.1
Convertible Notes Payable
6 Months Ended
Jun. 30, 2026
Convertible Notes Payable  
Convertible Notes Payable

9. Convertible Notes Payable

 

Convertible notes payable were comprised of the following as of June 30, 2026 and December 31, 2025:

 

Convertible Notes Payable  June 30, 2026   December 31, 2025 
Lowell Fuller  $50,000   $50,000 
Robert Knoop   -    50,000 
Scott Weber   25,000    - 
Shane Glazer   50,000    - 
Total Convertible Notes Payable   125,000    100,000 
Less Unamortized Discount   -    (9,297)
Total Convertible Notes Payable, Net of Unamortized Debt Discount   125,000    90,703 
Adjustment for Fair Value of Liabilities   (200)   - 
Total Convertible Notes Payable, Net of Fair Value Adjustment   124,800    90,703 
Less Short-Term Convertible Notes Payable   (124,800)   (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. During the six months ended June 30, 2026, the Company raised $75,000 through the Reg D campaign from 2 lenders. The Company evaluated each of these loans at date of origination and recorded a gain on fair value adjustment of $1,600. On June 30, 2026, the Company re-evaluated the fair value of these liabilities and recorded a change of fair value adjustment of $1,400. As of June 30, 2026, the net result of the fair value adjustment was $200, resulting in a $200 decrease in the fair value of these liabilities. As of June 30, 2026 and December 31, 2025, the gross balance of the notes was $124,800 and $100,000 and accrued interest was $6,452 and $2,322, respectively.