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LOANS RECEIVABLE AND CONVERTIBLE NOTES RECEIVABLE
6 Months Ended
Jun. 30, 2026
Loans Receivable And Convertible Notes Receivable  
LOANS RECEIVABLE AND CONVERTIBLE NOTES RECEIVABLE

NOTE 7 – LOANS RECEIVABLE AND CONVERTIBLE NOTES RECEIVABLE

 

Effective January 10, 2022, JHJ (the “Note Holder”) entered into a convertible loan agreement with Chengdu Rongjun Enterprise Consulting Co., Ltd. (“Rongjun” or the “Borrower”), pursuant to which JHJ advanced RMB 5,000,000 (approximately $0.69 million) to Rongjun. The loan originally bore interest at 12% per annum and had a maturity date of January 10, 2025. The note included a conversion feature allowing the Note Holder to convert the outstanding balance into an indirect equity interest representing approximately 15% of Heze Hongyuan Natural Gas Co., Ltd. (“Heze”), in which Rongjun holds a controlling interest. As of December 31, 2025 and June 30, 2026, JHJ recorded $57,776 and $61,004 accrued interest from 2022 from this note, the accrual of interest income ceased in October 2022. The bondholders also have the option to convert accrued but unpaid interest into the principal amount of the convertible note.

 

In October 2022, the Company amended the terms of the loan by reducing the stated interest rate from 12% to 0% and extending the maturity date to January 10, 2027. As of June 30, 2026, and December 31, 2025 the outstanding balance was $524,157 compared to $508,511, respectively.

 

 

The Company also evaluated the embedded conversion feature under ASC 815, Derivatives and Hedging, and concluded that bifurcation as a derivative is not required, as the underlying equity interests are not readily convertible to cash and the feature does not meet the criteria for derivative accounting.

 

On January 12, 2026, the Company entered into a Note Purchase Agreement with Filled Converge Limited and Li Xiaoguang to acquire a HK$11,700,000 portion of a convertible bond issued by China Ruifeng Renewable Energy Holdings Limited. The purchase consideration consisted of approximately US$700,000 (or its Hong Kong dollar equivalent) and 1,932,000 shares of the Company’s common stock. $200,000 of the purchase obligation was rolled into and became part of the $660,000 Noblebear convertible note.

 

The Company also holds a convertible note receivable from Filled Converge Limited January 12, 2026 with an aggregate principal balance of approximately $1.5 million. The note bears interest at 20% per annum, with interest recognized using the effective interest method. During the six months ended June 30, 2026, the Company recognized $138,082 of interest income related to the convertible note, which is included in Other Income in the accompanying condensed consolidated statements of operations.

 

The convertible note receivable is measured at fair value on a recurring basis. As of June 30, 2026, the estimated fair value of the convertible note was $1,910,489, resulting in an unrealized fair value adjustment of $406,197, which is also included in Other Income in the accompanying condensed consolidated statements of operations. The fair value was determined using an independent valuation utilizing significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy under ASC 820.

 

The outstanding balance of the convertible note as of June 30, 2026 is $2,048,571 which includes $138,082 of accrued interest, recognized as Other income in the Statement of Operations and Comprehensive gain (loss).