v3.26.1
PROMISSORY NOTES
6 Months Ended
Jun. 30, 2026
PROMISSORY NOTES  
PROMISSORY NOTES

NOTE 7 – PROMISSORY NOTES

 

The Company had the following promissory notes payable as at June 30, 2026 and December 31, 2025:

 

 

 

June 30, 2026

 

 

December 31, 2025

 

 

 

 

 

 

 

 

Promissory Notes to Auctus Fund

 

$340,000

 

 

$340,000

 

Total Promissory Notes

 

$340,000

 

 

$340,000

 

 

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 six months ended June 30, 2026, 42,000 units of share purchase warrants were exercised. As of June 30, 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 June 30, 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 six months ended June 30, 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 six months ended June 30, 2026, 113,334 units of share purchase warrants were exercised. As of June 30, 2026, 286,666 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 June 30, 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 six months ended June 30, 2026 and 2025, interest expense of $26,183 and $26,183 was incurred on the promissory notes, respectively. As of June 30, 2026 and December 31, 2025, accrued interest payable on the promissory notes was $270,537 and $244,354, respectively.