RELATED PARTY NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||
| RELATED PARTY NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT | |||||||||||||||||||||||||||||||||||||||||||
| RELATED PARTY NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT | NOTE G—RELATED PARTY NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT
The total amount of Related Party Notes Payable is $558,478 and bears interest at 2% per year. Interest expense for the periods ended June 30, 2026 and 2025 were $5,453 and $4,701, respectively. Total accrued interest as of June 30, 2026 is $51,194.
Details of the Related Party Notes Payable is as follows:
2018 Notes Payable
2018 Principal and Interest were consolidated into promissory note in the amount of $160,314. The note bears interest at 2% per year.
On November 30, 2018, the Company entered into an Exchange Agreement with its Creditors under which each Creditor agreed to cancel the Original Notes issued and accept a new promissory note in the amount of $160,314 from the Company evidencing the amount of principal and accrued interest thereon through such date owed to the Creditor that mature on December 31, 2021 in exchange for the Original Notes.
In consideration for the exchange of the Original Notes for the New Notes, the Company agreed to reduce the price at which each share of Series A Preferred Stock, of which Ventureo is the sole holder, converts into Common Stock from $0.005 per share to $0.0002 per share. The Company filed an amendment to its Articles of Incorporation reflecting the change of the conversion price. The Company’s Board approved the Agreement by unanimous written consent to action on November 30, 2018, and the Majority Holders approved the Agreement by the Stockholder Consent on December 4, 2018.
Although new borrowings are not yet formalized into a note agreement, the Company and the lender agree that the new loans have the same terms and conditions for the formalized notes.
2019 Notes Payable
In 2019 an additional $42,106 was incurred in promissory notes. The note bears interest at 2% per year.
BGS Drawdown Promissory Note (Related Party)
On March 31, 2020, the Company executed a Drawdown Promissory Note in favor of Bryan Glass Securities, Inc. (“BGS”) under which the Company is entitled to borrow up to an aggregate of $150,000 during the 2020 and 2021 calendar years (the “Drawdown Note”). The original drawdown amount was $50,000 but has been increased to $150,000 in 2021. Under the Drawdown Note, the Company must request a drawdown against the instrument not less than three days prior to the date on which it requires the proceeds stating the amount of the drawdown and the purposes to which the proceeds will be applied. BGS is entitled to approve or decline an advance of all or a portion of the drawdown request. The unpaid principal amount of the Drawdown Note bears interest at the rate of 2% per year. On November 12, 2025, BGS agreed to extend the maturity date of the Drawdown Note to December 31, 2027. On January 1, 2023, the Drawdown Note amount increased from $150,000 to $400,000.
As of June 30, 2026, the Company has borrowed an aggregate of $356,058 from BGS under the Drawdown Note and the sum of $43,942 remains available for advances thereunder. |