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

NOTE 8: CONVERTIBLE NOTES PAYABLE

 

Convertible notes payable consists of the following:

 

   June 30,   December 31, 
   2026   2025 
Convertible Notes - Issued in fiscal year 2020   97,946    97,946 
Convertible Notes - Issued in fiscal year 2021   508,440    508,440 
Convertible Notes - Issued in fiscal year 2022   1,002,216    1,012,426 
Convertible Notes - Issued in fiscal year 2023   1,854,584    1,854,584 
Convertible Notes - Issued in fiscal year 2024   252,261    355,005 
Convertible Notes - Issued in fiscal year 2025   2,243,455    2,200,000 
Convertible Notes - Issued in fiscal year 2026   49,776    - 
 Convertible notes payable, Gross    6,008,678    6,028,401 
Less debt discount and debt issuance cost   -    (1,299)
Convertible notes payable   6,008,678    6,027,102 
Less current portion of convertible notes payable   6,008,678    6,027,102 
Long-term convertible notes payable  $-   $- 

 

During the six months ended June 30, 2026 and 2025, we recognized interest expense of $316,417 and $257,831, respectively and amortization of debt discount expense of $17,609 and $3,780, respectively.

 

Conversion

 

During the six months ended June 30, 2026, we converted notes with principal amounts and accrued interest of $104,540 into 508,375,413 shares of common stock.

 

During the six months ended June 30, 2025, we converted notes with principal amounts and accrued interest of $238,780 into 212,714,056 shares of common stock.

 

Convertible Debt Status.

 

Convertible note payable with outstanding balance of $508,440 matured on October 2023. The default annual interest rate of 16% becomes the effective interest rate on the past due principal. We are in communication with the lender.

 

Convertible note payable with outstanding balance of $40,025 matured on February 11, 2023. The default annual interest rate of 24% becomes the effective interest rate on the past due principal. We are in communication with the lender.

 

Convertible note payable with outstanding balance of $60,300 matured on February 11, 2023. The default annual interest rate of 24% becomes the effective interest rate on the past due principal. We are in communication with the lender.

 

Convertible note payable with outstanding balance of $6,475 matured on February 14, 2023. The default annual interest rate of 24% becomes the effective interest rate on the past due principal. We are in communication with the lender.

 

Convertible note payable with outstanding balance of $43,112 matured on March 1, 2023. The default annual interest rate of 24% becomes the effective interest rate on the past due principal. We are in communication with the lender.

 

  

Convertible note payable with outstanding balance of $52,404 matured on February 9, 2023. The default annual interest rate of 24% becomes the effective interest rate on the past due principal. We are in communication with the lender.

 

Convertible note with outstanding balance $50,000 is in default as of September 30, 2022 with a default interest rate of 18%. We are in communication with the lender.

 

Convertible note with outstanding balance $750,000 is in default as of December 07, 2024 with no default interest rate. We are in communication with the lender.

 

Convertible note with outstanding balance $300,000 is in default as of January 24, 2025 with no default interest rate. We are in communication with the lender.

 

Convertible note with outstanding balance $718,750 is in default as of June 30, 2024 with a default interest rate of 12%. We are in communication with the lender.

 

Convertible note with outstanding balance $812,500 is in default as of June 30, 2024 with a default interest rate of 12%. We are in communication with the lender.

 

Convertible notes payable consists of the following:

 

Promissory Notes - Issued in fiscal year 2020

 

In 2020, we issued convertible promissory notes with principal amounts totaling $100,000. The 2020 Promissory Notes have the following key provisions:

 

  ● Terms 60 months.
     
  ● Annual interest rates of 5%.
     
  ● Conversion price fixed at $0.01.

 

 

Promissory Notes - Issued in fiscal year 2021

 

In 2021, we issued convertible promissory notes with principal amounts totaling $1,696,999, which resulted in cash proceeds of $1,482,000 after financing fees of $214,999 were deducted. The 2021 Convertible Notes have the following key provisions:

 

  ● Terms ranging from 90 days to 12 months.
     
  ● Annual interest rates of 5% to 12%.
     
  ● Convertible at the option of the holders after varying dates.
     
  ● Conversion price based on a formula corresponding to a discount (39% discount) off the average closing price or lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received.
     
    During the six months ended June 30, 2026, we converted notes with principal amounts and accrued interest of $104,540 into 508,375,413 shares of common stock
     
  ● The Mast Hill Fund, LLC convertible promissory note matured on October 19, 2023. The default annual interest rate of 16% becomes the effective interest rate on the past due principal and interest. As of June 30, 2026 the note had a principle balance of $508,440 and accrued interest of $159,557. The note is currently in default.

 

The 2021 Convertible Notes also were associated with the following:

 

  ● The issuance of 2 shares of Common stock valued at $133,663.
     
  ● The issuance of 197 warrants to purchase shares of Common stock with an exercise price a range from $4,464 to 21,600. The term in which the warrants can be exercised is 5 years from issue date.

 

During the six months ended June 30, 2026, in connection with the 2021 Convertible Notes, we repaid principal in the amount of $-0- and interest expense of $27,890.

 

Promissory Notes - Issued in fiscal year 2022

 

During the year ended December 31, 2022, we issued convertible promissory notes with principal amounts totaling $2,120,575, which resulted in cash proceeds of $1,857,800 after deducting a financing fee of $262,775. The 2022 Convertible Notes have the following key provisions:

 

  ● Terms ranging from 3 to 12 months.
     
  ● Annual interest rates of 9% to 20%.
     
  ● Convertible at the option of the holders after varying dates.
     
  ● Conversion price based on a formula corresponding to a discount (20% or 39% discount) off the lowest trading price of our Common stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2022 Convertible Notes establishes a fixed conversion price of $2,700 per share.
     
  ● 924 shares of common stock valued at $473,691 issued in conjunction with convertible notes.

 

In connection with the adoption of ASU 2020-06 on January 1, 2022, we reclassified $517,500, previously allocated to the conversion feature, from additional paid-in capital to convertible notes on our balance sheet. The reclassification was recorded to combine the two legacy units of account into a single instrument classified as a liability. As of January 1, 2022, we also recognized a cumulative effect adjustment of $439,857 to accumulated deficit on our balance sheet, that was primarily driven by the derecognition of interest expense related to the accretion of the debt discount as required under the legacy accounting guidance. Under ASU 2020-06, we will no longer incur non-cash interest expense related to the accretion of the debt discount associated with the embedded conversion option.

 

 

Promissory Notes - Issued in fiscal year 2023

 

During the year ended December 31, 2023, we issued convertible promissory notes with principal amounts totaling $2,211,083, which resulted in cash proceeds of $2,015,000 after deducting a financing fee of $462,112. The 2023 Convertible Notes have the following key provisions:

 

  ● Terms ranging from 9 to 12 months.
     
  ● Annual interest rates of 9% to 20%.
     
  ● Convertible at the option of the holders after varying dates.
     
  ● Conversion price based on a formula corresponding to a discount (20% or 30% discount) off the lowest trading price of our Common Stock for the 20 prior trading days including the day on which a notice of conversion is received, although one of the 2023 Convertible Notes establishes a fixed conversion price of $.50 per share and two of the 2023 Convertible Notes have a fixed conversion price of $.005 per share.
     
  ● As of the six months ended June 30, 2026, there were no derivative liabilities.

 

Promissory Notes - Issued in fiscal year 2024

 

For the three months ended March 31, 2024, we issued convertible promissory notes with principal amounts totaling $86,250, which resulted in cash proceeds of $70,000 after deducting a financing fee of $16,250. The 2024 Convertible Notes have the following key provisions:

 

  ● Terms of 9 months.
     
  ● Annual interest rates of 15%.
     
  ● Convertible at the option of the holders after varying dates.
     
  ● Conversion price based on a formula corresponding to a discount (20% or 30% discount) off the lowest trading price of our Common Stock for the 20 prior trading days including the day on which a notice of conversion is received.
     
  ● As of the six months ended June 30, 2026, there were no derivative liabilities.

 

Promissory Notes - Issued in fiscal year 2025

 

For the three months ended March 31, 2025, we issued convertible promissory notes with principal amounts totaling $82,250, which resulted in cash proceeds of $75,000 after deducting a financing fee of $7,250. The 2025 Convertible Notes have the following key provisions:

 

  ● Terms of 12 months.
     
  ● Annual interest rates of 12%.
     
  ● Convertible at the option of the holders after varying dates.
     
  ● Conversion price based on a formula corresponding to a discount (20% or 30% discount) off the lowest trading price of our Common Stock for the 20 prior trading days including the day on which a notice of conversion is received.
     
  ● As of the six months ended June 30, 2026, there were no derivative liabilities.

 

Promissory Notes - Issued in fiscal year 2026

 

For the six months ended June 30, 2026, we issued convertible promissory notes with principal amounts totaling $98,400, which resulted in cash proceeds of $75,000 after deducting a financing fee of $16,400. The 2025 Convertible Notes have the following key provisions:

 

  ● Terms of 12 months.
     
  ● Annual interest rates of 12%.
     
  ● Convertible at the option of the holders after varying dates.
     
  ● Conversion price based on a formula corresponding to a discount (20% or 30% discount) off the lowest trading price of our Common Stock for the 20 prior trading days including the day on which a notice of conversion is received.
     
  ● As of the six months ended June 30, 2026, there were no derivative liabilities.