NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES |
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| NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES | NOTE 6 – PROMISSORY AND CONVERTIBLE NOTES
On August 27, 2021, the Company issued a lender (“Lender A”) a convertible note payable with principal of $500,000 and an original issue discount of $50,000. The note matures after 24 months and has an effective interest rate of 8%. As of June 30, 2026 and December 31, 2025, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. During the year ended December 31, 2024, the Company converted $110,000 of accrued interest into 2,200,000 shares of common stock pursuant to the terms of the convertible note agreement. Although the conversion was effective as of December 31, 2024, the related shares were issued in January 2025. The fair value of the shares issued was $44,000 and was recorded within the statement of stockholders’ equity for the year ended December 31, 2025.
On April 22, 2025, Lender A (“the Seller”) entered into a note assignment and purchase agreement with a buyer (“Lender G”) whereas the Seller agreed to sell, assign, transfer, and convey the Note, including the unpaid principal and accrued and unpaid interest thereon to the Buyer.
During the year ended December 31, 2025, the Company converted $150,438 of accrued interest into shares of the Company’s common stock. Lender G received 54,079,852 common shares, with a fair value of $179,896 which is recorded within the statement of stockholder equity.
During the six months ended June 30, 2026, the Company converted $48,068 of the principal balance into shares of the Company’s common stock. Lender G received 96,135,676 common shares, with a fair value of $77,808, which is recorded within the statement of stockholder equity.
On April 30, 2026, Lender G assigned $50,000 of principal under an existing convertible promissory note of the Company to Lender H. In connection with the assignment, the Company issued a separate amended and restated convertible promissory note to Lender H evidencing the assigned principal amount. The note bears interest at 8% per annum, matures on April 22, 2027, and is convertible into shares of the Company's common stock at a fixed conversion price of $0.0005 per share, subject to the terms of the note. The transaction represented a transfer of existing indebtedness between lenders and did not result in any proceeds being received by the Company.
As of June 30, 2026, the outstanding principal balance for Lender G (formerly Lender A) was $373,350 with accrued interest of approximately $36,258, for a total outstanding balance of $409,608.
On September 17, 2021, the Company issued a lender (“Lender B”) a convertible note payable with principal of $55,000 and an original issue discount of $5,000. The note matures after 24 months and has an effective interest rate of 8%. As of June 30, 2026, and December 31, 2025, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. As of June 30, 2026, and December 31, 2025, the Company had an outstanding principal amount of $55,000 due to this lender as a result of the note.
On October 27, 2021, the Company issued a lender (“Lender C”) a convertible note payable with principal of $220,000 and an original issue discount of $20,000. The note matures after 24 months and has an effective interest rate of 8%. During 2025, the note was assigned to Lender G. As of June 30, 2026, and December 31, 2025, no balance remains outstanding under this note as a result of prior conversions of both principal and accrued interest completed during the year ended December 31, 2025.
On January 21, 2022, the Company issued a convertible note payable to a lender (“Lender E”) with a principal balance of $325,000 and an original issue discount of $75,000. As of June 30, 2026, the outstanding principal balance was $325,000 with accrued interest of $227,819, for a total outstanding balance of $552,819. The note is currently in default and classified as a current liability. Default interest accrues at 20% per annum, and the default conversion price is $0.975 per share.
On January 30, 2024, the Company entered into a note payable agreement with a related party (“Lender F”) for $165,000. The note bears interest at 1.75% compounded annually. As of June 30, 2026, the outstanding principal balance was $165,000 with accrued interest of $6,977, for a total outstanding balance of $171,977.
On May 6, 2025, the Company issued a convertible note payable to a lender (“Lender G”) with a principal balance of $275,000 and an original issue discount of $25,000. As of June 30, 2026, the outstanding gross principal balance was $275,000 net of an unamortized debt discount of $10,616 resulting in carrying amount of $264,384. Accrued interest was $31,644 as of June 30, 2026 resulting in a total outstanding balance of $296,028. The note bears interest at 10% per annum and matures in May 2027.
On September 12, 2025, the Company issued a promissory note (“Lender H”) with an original principal balance of $58,823 and an original issue discount of $8,823, resulting in proceeds of $50,000. The note bears interest at 12% per annum and matured on January 2, 2026.
During the three months ended June 30, 2026, Lender G assigned $50,000 of principal under an existing convertible promissory note of the Company to Lender H as described above, there were principal payments of $8,409 and principal conversions of $16,711 which resulted in the issuance of 36,053,081 shares with a fair market value of $33,422 which is recorded within the statement of stockholder equity.
As of June 30, 2026, the outstanding principal balance for Lender H was $29,880 with accrued interest of $4,366, for a total outstanding balance of $34,246.
In March 2026, the Company entered into a convertible promissory note agreement with a lender ("Lender I"), pursuant to which it received gross proceeds of $75,000 and issued a note with a principal amount of $93,750, resulting in an original issue discount of $18,750. As of June 30, 2026, the note had an outstanding principal balance of $93,750, net of an unamortized debt discount of $16,080, resulting in a carrying value of $77,670. In addition, accrued interest totaled $2,671 as of June 30, 2026, bringing the total carrying amount of the obligation to $80,341. The note bears interest at 10% per annum and matures in March 2028.
The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of June 30, 2026 and December 31, 2025:
During the six months ended June 30, 2026 and 2025, the Company recorded debt discount amortization expense in the amount of $11,027 and $1,884, respectively. As of June 30, 2026, the Company had an unamortized debt discount balance of $26,695. |
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