v3.26.1
NOTES PAYABLE TO THIRD PARTIES
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
NOTES PAYABLE TO THIRD PARTIES

NOTE E - NOTES PAYABLE TO THIRD PARTIES

 

Notes payable to third parties consist of:

 

  

June 30,

2026

  

December 31,

2025

 
         
Promissory Note dated March 28, 2017 payable to John T. Root, Jr., interest at 4%, due September 28, 2017, convertible into shares of common stock at a conversion price of $.001 per share.  $-   $375 
Convertible Promissory Note dated March 15, 2021 payable to FirstFire Global Opportunities Fund, LLC (“FF”), interest at 6%, due March 11, 2022-less unamortized debt discount of $0 and $0, respectively. (i)   -    171,062 
Total  $-   $171,437 

 

(i)On March 15, 2021, we issued a 6% Convertible Promissory Note to FirstFire Global Opportunities Fund, LLC (“FF”), having a principal amount of $545,000 and an initial tranche principal amount of $272,500 of which $22,500 constituted an original issue discount (the “FF Note”). In connection with the FF Note, we and FF entered into a registration rights agreement, three warrant agreements and a securities purchase agreement. On June 30, 2021, we issued the final tranche principle amount of $272,500 of which $22,500 constituted an original issue discount (the “FF Note). The FF Note had an original maturity date of March 11, 2022, which was extended to April 30, 2023 by agreement between the parties dated May 1, 2022, which agreement also waiver certain defaults under the FF Note will mature on.

 

On June 1, 2022, the Company issued 25,000,000 shares for the conversion of $25,000 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.001.

 

During the three months ended September 30, 2022, the Company issued 135,000,000 shares for the conversion of $135,000 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.001.

 

During the three months ended December 31, 2022, the Company issued 64,000,000 shares for the conversion of $64,000 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.001.

 

During the three months ended March 31, 2025, the Company issued 80,000,000 shares for the conversion of $22,400 principal on the FirstFire note dated March 5, 2021 at a conversion price of $.00028 and 88,000,000 shares for the conversion of $37,680 principal on the FirstFire note dated March 5, 2021 at a conversion prices of $.00042.

 

During the three months ended June 30, 2025, the Company issued 183,401 shares for the conversion of $97,200 principal on the FirstFire note dated March 5, 2021 at a conversion prices from $.00025 to $.0004.

 

The FF Note may be pre-paid in whole or in part by paying FF the following premiums:

 

 

PREPAY DATE   PREPAY AMOUNT
≤ 30 days   105% * (Principal + Interest (“P+I”)
31- 60 days   110% * (P+I)
61-90 days   115% * (P+I)
91-120 days   120% * (P+I)
121-150 days   125% * (P+I)
151-180 days   130% * (P+I)

 

 

TRAFALGAR INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2026 and 2025

(Unaudited)

 

NOTE E - NOTES PAYABLE TO THIRD PARTIES (continued)

 

Any amount of principal or interest on the FF Note, which is not paid when due shall bear interest at the rate of twenty-four (24%) per annum from the due date thereof until the same is paid (“Default Interest”). FF has the right beginning on the date which is the earlier of (i) the date the Registration Statement (as defined below) covering the shares issuable upon conversion of the FFG Notes is declared effective by the Securities and Exchange Commission (the “SEC”) or (ii) one hundred eighty (180) days following the Issue Date to convert all or any part of the outstanding and unpaid principal amount of the FF Note into fully paid and non-assessable shares of our common stock at the conversion price (the “Conversion Price”). The Conversion Price shall be, equal to 70% of the average closing price of our common stock for the five prior trading days prior to the date that a registration statement in respect of the shares into which is the FF Note is convertible is declared effective. The FF Note contains other customary terms found in like instruments for conversion price adjustments. In the case of an Event of Default (as defined in the Note), the FF Note shall become immediately due and payable in an amount (the “Default Amount”) equal to the principal amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by one hundred twenty-five percent (125%) and interest shall accrue at the rate of Default Interest. Certain events of default will result in further penalties. Default obligations have been waived.

 

On June 12, 2025, the Company and FirstFire agreed to amend and modify the note as follows:

 

The Parties agree and acknowledge that as of the date hereof, the amount under due under the Note is $400,000, consisting of accrued but unpaid Default Interest and penalties as provided in the Note. The Parties agree that the Note shall continue to accrue Default Interest and penalties on the amounts due thereunder as provided in the Note and Lender shall be entitled to convert any amount due under the Note into shares of common stock of the Company (“Shares”) until the date the Company implements a proposed reverse split of its common stock at a ratio of 1 for 1,500 (the “Completion Date”), which has been approved by shareholders in compliance with applicable securities laws and regulation and is pending completion of review by the Financial Industry Regulatory Authority (“FINRA”) the Company’s Issuer Company-Related Action Notification Form submitted to FINRA on June 5, 2025. On the Completion Date, Lender agrees that the Note shall, without any further action, be deemed satisfied in full and to waive its rights to (a) receive payment of any amount due under the Note as of the Completion Date; (b) accrue Default Interest, penalties and any other amounts under the Note subsequent to the Completion Date; and (c) make any further conversions of amounts due under the Note.

 

The Company completed the 1-for-1,500 reverse stock split in October 2025. Accordingly, pursuant to the June 12, 2025 amendment, the FF Note was deemed satisfied in full without further action, and FirstFire waived its rights to receive payment of any amounts remaining due under the FF Note, to accrue any additional Default Interest, penalties or other amounts, and to make any further conversions under the FF Note. As of June 30, 2026, no principal, accrued interest, Default Interest, penalties or other amounts remained outstanding under the FF Note, and FirstFire had no further conversion rights thereunder.

 

Copies of Warrant A, Warrant B and Warrant C are attached as Exhibits 10.4, 10.5 and 10.6 to our current report on Form 8-K dated March 16, 2021.

 

The valuation of the above warrants issued and recorded during the three months ended June 30, 2021 was $262,429.

 

See NOTE -A -Nature of Operations (Debt Cancellation and Release Agreement)