| CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE |
NOTE
5 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE
Upon
inception, the Company evaluates each financial instrument to determine whether it meets the definition of conventional convertible
debt under ASC 470.
Convertible
Notes Payable
The
following tables reflect the convertible notes payable at June 30, 2026 and December 31, 2025:
| | |
Issue Date | |
Maturity Date | |
June 30, 2026 | | |
December 31, 2025 | | |
Rate | |
Conversion Price | |
| | |
| |
| |
Principal Balance | | |
Principal Balance | | |
| |
| |
| Convertible notes payable | |
| |
| |
| | | |
| | | |
| |
| | |
| Notes
payable, Face Value | |
06/04/26 | |
09/04/26 | |
$ | 60,000 | | |
$ | - | | |
6.00% | |
$ | 0.0020 | |
| | |
| |
| |
| | | |
| | | |
| |
| | |
| Balance convertible notes payable | |
| |
| |
$ | 60,000 | | |
$ | - | | |
| |
| | |
| | |
| |
| |
| | | |
| | | |
| |
| | |
| | |
Issue Date | |
Maturity Date | |
June 30, 2026 | | |
December 31, 2025 | | |
Rate | |
Conversion Price | |
| | |
| |
| |
Principal Balance | | |
Principal Balance | | |
| |
| |
| Convertible notes payable - in default |
| |
| | | |
| | | |
| |
| | |
| Notes
payable, Face Value |
|
08/28/09 |
|
11/01/09 |
|
$ |
4,300 |
|
|
$ |
4,300 |
|
|
10.00% |
|
$ |
0.0150 |
|
| Notes
payable, Face Value |
|
11/20/12 |
|
05/20/13 |
|
|
50,000 |
|
|
|
50,000 |
|
|
6.00% |
|
|
0.0050 |
|
| Notes
payable, Face Value |
|
01/19/13 |
|
07/30/13 |
|
|
5,000 |
|
|
|
5,000 |
|
|
6.00% |
|
|
0.0040 |
|
| Notes
payable, Face Value |
|
02/11/13 |
|
08/11/13 |
|
|
9,000 |
|
|
|
9,000 |
|
|
6.00% |
|
|
0.0060 |
|
| Notes
payable, Face Value |
|
09/25/13 |
|
03/25/14 |
|
|
10,000 |
|
|
|
10,000 |
|
|
6.00% |
|
|
0.0125 |
|
| Notes
payable, Face Value |
|
10/04/13 |
|
04/04/14 |
|
|
50,000 |
|
|
|
50,000 |
|
|
6.00% |
|
|
0.0125 |
|
| Notes
payable, Face Value |
|
05/15/14 |
|
11/15/14 |
|
|
40,000 |
|
|
|
40,000 |
|
|
6.00% |
|
|
0.0070 |
|
| Notes
payable, Face Value |
|
09/18/15 |
|
03/18/16 |
|
|
25,000 |
|
|
|
25,000 |
|
|
6.00% |
|
|
0.0020 |
|
| Notes
payable, Face Value |
|
07/19/16 |
|
07/19/17 |
|
|
4,000 |
|
|
|
4,000 |
|
|
6.00% |
|
|
0.0015 |
|
| Notes
payable, Face Value |
|
02/06/18 |
|
11/07/18 |
|
|
6,000 |
|
|
|
6,000 |
|
|
6.00% |
|
|
0.0006 |
|
| Notes
payable, Face Value |
|
03/06/18 |
|
09/06/18 |
|
|
6,000 |
|
|
|
6,000 |
|
|
6.00% |
|
|
0.0006 |
|
| Notes
payable, Face Value |
|
01/03/19 |
|
07/03/19 |
|
|
1,000 |
|
|
|
1,000 |
|
|
6.00% |
|
|
0.0010 |
|
| Notes
payable, Face Value |
|
09/04/19 |
|
03/04/20 |
|
|
25,000 |
|
|
|
25,000 |
|
|
6.00% |
|
|
0.0030 |
|
| Notes
payable, Face Value |
|
03/18/24 |
|
03/18/25 |
|
|
- |
|
|
|
50,000 |
|
|
6.00% |
|
|
0.0020 |
|
| Notes
payable, Face Value |
|
03/28/24 |
|
03/28/25 |
|
|
- |
|
|
|
100,000 |
|
|
6.00% |
|
|
0.0020 |
|
| Notes
payable, Face Value |
|
06/24/25 |
|
07/24/25 |
|
|
15,000 |
|
|
|
15,000 |
|
|
6.00% |
|
|
0.0020 |
|
| Notes
payable, Face Value |
|
07/02/25 |
|
10/02/25 |
|
|
75,000 |
|
|
|
75,000 |
|
|
6.00% |
|
|
0.0016 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance
convertible notes payable - in default |
|
$ |
325,300 |
|
|
$ |
475,300 |
|
|
|
|
|
|
|
| | |
Issue Date | |
Maturity Date | |
June 30, 2026 | | |
December 31, 2025 | | |
Rate | |
Conversion Price | |
| | |
| |
| |
Principal Balance | | |
Principal Balance | | |
| |
| |
| Convertible notes payable - related parties, in default | | | |
| | | |
| |
| | |
| Notes
payable, Face Value |
|
01/09/09 |
|
01/09/10 |
|
$ |
10,000 |
|
|
$ |
10,000 |
|
|
10.00% |
|
$ |
0.0150 |
|
| Notes
payable, Face Value |
|
01/25/10 |
|
01/25/11 |
|
|
6,000 |
|
|
|
6,000 |
|
|
6.00% |
|
|
0.0050 |
|
| Notes
payable, Face Value |
|
01/18/12 |
|
07/18/12 |
|
|
50,000 |
|
|
|
50,000 |
|
|
8.00% |
|
|
0.0040 |
|
| Notes
payable, Face Value |
|
01/19/13 |
|
07/30/13 |
|
|
15,000 |
|
|
|
15,000 |
|
|
6.00% |
|
|
0.0040 |
|
| Notes
payable, Face Value |
|
07/26/13 |
|
01/26/14 |
|
|
10,000 |
|
|
|
10,000 |
|
|
6.00% |
|
|
0.0100 |
|
| Notes
payable, Face Value |
|
01/17/14 |
|
07/17/14 |
|
|
31,500 |
|
|
|
31,500 |
|
|
6.00% |
|
|
0.0060 |
|
| Notes
payable, Face Value |
|
05/27/14 |
|
11/27/14 |
|
|
7,000 |
|
|
|
7,000 |
|
|
6.00% |
|
|
0.0070 |
|
| Notes
payable, Face Value |
|
07/21/14 |
|
01/25/15 |
|
|
17,000 |
|
|
|
17,000 |
|
|
6.00% |
|
|
0.0080 |
|
| Notes
payable, Face Value |
|
10/16/14 |
|
04/16/15 |
|
|
21,000 |
|
|
|
21,000 |
|
|
6.00% |
|
|
0.0045 |
|
| Notes
payable, Face Value |
|
07/14/15 |
|
01/14/16 |
|
|
9,000 |
|
|
|
9,000 |
|
|
6.00% |
|
|
0.0030 |
|
| Notes
payable, Face Value |
|
01/12/16 |
|
07/12/16 |
|
|
5,000 |
|
|
|
5,000 |
|
|
6.00% |
|
|
0.0020 |
|
| Notes
payable, Face Value |
|
05/10/16 |
|
11/10/16 |
|
|
5,000 |
|
|
|
5,000 |
|
|
6.00% |
|
|
0.0005 |
|
| Notes
payable, Face Value |
|
05/10/16 |
|
11/10/16 |
|
|
5,000 |
|
|
|
5,000 |
|
|
6.00% |
|
|
0.0005 |
|
| Notes
payable, Face Value |
|
05/20/16 |
|
11/20/16 |
|
|
5,000 |
|
|
|
5,000 |
|
|
6.00% |
|
|
0.0005 |
|
| Notes
payable, Face Value |
|
07/12/16 |
|
01/12/17 |
|
|
2,400 |
|
|
|
2,400 |
|
|
6.00% |
|
|
0.0006 |
|
| Notes
payable, Face Value |
|
01/26/17 |
|
03/12/17 |
|
|
- |
|
|
|
5,000 |
|
|
6.00% |
|
|
0.0005 |
|
| Notes
payable, Face Value |
|
02/14/17 |
|
08/14/17 |
|
|
25,000 |
|
|
|
25,000 |
|
|
6.00% |
|
|
0.0008 |
|
| Notes
payable, Face Value |
|
08/16/17 |
|
09/16/17 |
|
|
3,000 |
|
|
|
3,000 |
|
|
6.00% |
|
|
0.0008 |
|
| Notes
payable, Face Value |
|
01/09/18 |
|
01/09/19 |
|
|
12,000 |
|
|
|
12,000 |
|
|
6.00% |
|
|
0.0006 |
|
| Notes
payable, Face Value |
|
03/14/18 |
|
05/14/18 |
|
|
25,000 |
|
|
|
25,000 |
|
|
6.00% |
|
|
0.0007 |
|
| Notes
payable, Face Value |
|
04/04/18 |
|
06/04/18 |
|
|
3,000 |
|
|
|
3,000 |
|
|
6.00% |
|
|
0.0007 |
|
| Notes
payable, Face Value |
|
04/11/18 |
|
06/11/18 |
|
|
25,000 |
|
|
|
25,000 |
|
|
6.00% |
|
|
0.0007 |
|
| Notes
payable, Face Value |
|
05/08/18 |
|
07/08/18 |
|
|
25,000 |
|
|
|
25,000 |
|
|
6.00% |
|
|
0.0007 |
|
| Notes
payable, Face Value |
|
05/30/18 |
|
08/30/18 |
|
|
25,000 |
|
|
|
25,000 |
|
|
6.00% |
|
|
0.0007 |
|
| Notes
payable, Face Value |
|
06/12/18 |
|
09/12/18 |
|
|
3,000 |
|
|
|
3,000 |
|
|
6.00% |
|
|
0.0007 |
|
| Notes
payable, Face Value |
|
06/20/18 |
|
09/12/18 |
|
|
500 |
|
|
|
500 |
|
|
6.00% |
|
|
0.0007 |
|
| Notes
payable, Face Value |
|
08/27/18 |
|
02/27/19 |
|
|
2,000 |
|
|
|
2,000 |
|
|
6.00% |
|
|
0.0007 |
|
| Notes
payable, Face Value |
|
10/02/18 |
|
04/02/19 |
|
|
1,000 |
|
|
|
1,000 |
|
|
6.00% |
|
|
0.0008 |
|
| Notes
payable, Face Value |
|
10/23/18 |
|
04/23/19 |
|
|
4,200 |
|
|
|
4,200 |
|
|
6.00% |
|
|
0.0007 |
|
| Notes
payable, Face Value |
|
11/07/18 |
|
05/07/19 |
|
|
2,000 |
|
|
|
2,000 |
|
|
6.00% |
|
|
0.0008 |
|
| Notes
payable, Face Value |
|
11/14/18 |
|
05/14/19 |
|
|
8,000 |
|
|
|
8,000 |
|
|
6.00% |
|
|
0.0008 |
|
| Notes
payable, Face Value |
|
01/08/19 |
|
07/08/19 |
|
|
7,000 |
|
|
|
7,000 |
|
|
6.00% |
|
|
0.0008 |
|
| Notes
payable, Face Value |
|
04/25/19 |
|
10/23/19 |
|
|
20,000 |
|
|
|
20,000 |
|
|
6.00% |
|
|
0.0040 |
|
| Notes
payable, Face Value |
|
06/07/19 |
|
12/07/19 |
|
|
5,100 |
|
|
|
5,100 |
|
|
6.00% |
|
|
0.0030 |
|
| Notes
payable, Face Value |
|
09/17/19 |
|
04/17/20 |
|
|
12,000 |
|
|
|
12,000 |
|
|
6.00% |
|
|
0.0030 |
|
| Notes
payable, Face Value |
|
11/12/19 |
|
05/12/20 |
|
|
25,000 |
|
|
|
25,000 |
|
|
6.00% |
|
|
0.0025 |
|
| Notes
payable, Face Value |
|
11/26/19 |
|
05/26/20 |
|
|
25,200 |
|
|
|
25,200 |
|
|
6.00% |
|
|
0.0030 |
|
| Notes
payable, Face Value |
|
12/03/19 |
|
06/03/20 |
|
|
15,000 |
|
|
|
15,000 |
|
|
6.00% |
|
|
0.0030 |
|
| Notes
payable, Face Value |
|
01/07/20 |
|
06/20/20 |
|
|
51,000 |
|
|
|
51,000 |
|
|
6.00% |
|
|
0.0030 |
|
| Notes
payable, Face Value |
|
08/06/20 |
|
02/06/21 |
|
|
25,200 |
|
|
|
25,200 |
|
|
6.00% |
|
|
0.0035 |
|
| Notes
payable, Face Value |
|
08/06/20 |
|
02/06/21 |
|
|
35,000 |
|
|
|
35,000 |
|
|
6.00% |
|
|
0.0035 |
|
| Notes
payable, Face Value |
|
08/14/20 |
|
02/14/21 |
|
|
50,400 |
|
|
|
50,400 |
|
|
6.00% |
|
|
0.0035 |
|
| Notes
payable, Face Value |
|
10/13/21 |
|
04/13/22 |
|
|
3,000 |
|
|
|
3,000 |
|
|
2.00% |
|
|
0.0020 |
|
| Notes
payable, Face Value |
|
11/10/21 |
|
05/10/22 |
|
|
3,000 |
|
|
|
3,000 |
|
|
6.00% |
|
|
0.0020 |
|
| Notes
payable, Face Value |
|
07/06/22 |
|
01/06/23 |
|
|
20,000 |
|
|
|
20,000 |
|
|
6.00% |
|
|
0.0015 |
|
| Notes
payable, Face Value |
|
07/29/22 |
|
01/28/23 |
|
|
10,000 |
|
|
|
10,000 |
|
|
6.00% |
|
|
0.0020 |
|
| Notes
payable, Face Value |
|
08/04/22 |
|
02/04/23 |
|
|
10,000 |
|
|
|
10,000 |
|
|
6.00% |
|
|
0.0020 |
|
| Notes
payable, Face Value |
|
07/24/23 |
|
09/24/23 |
|
|
5,000 |
|
|
|
5,000 |
|
|
1.00% |
|
|
0.00175 |
|
| Notes
payable, Face Value |
|
12/11/24 |
|
06/11/25 |
|
|
15,000 |
|
|
|
15,000 |
|
|
6.00% |
|
|
0.0020 |
|
| Balance
convertible notes payable - related parties, in default |
|
$ |
699,500 |
|
|
$ |
704,500 |
|
|
|
|
|
|
|
| | |
| |
| |
| | | |
| | | |
| |
| | |
| Balance all convertible notes payable, in default | |
$ | 1,084,800 | | |
$ | 1,179,800 | | |
| |
| | |
Notes
Payable
The
following tables reflect the notes payable at June 30, 2026 and December 31, 2025:
| | |
Issue Date | |
Maturity Date | |
June 30, 2026 | | |
December 31, 2025 | | |
Rate |
| | |
| |
| |
Principal Balance | | |
Principal Balance | | |
|
| Notes payable | |
| |
| |
| | | |
| | | |
|
| Notes
payable, Face Value | |
12/02/25 | |
02/23/26 | |
$ | - | | |
| 50,000 | | |
12.00% |
| Total | |
| |
| |
| - | | |
| 50,000 | | |
|
| Less unamortized discounts | |
| |
| |
| - | | |
| (4,783 | ) | |
|
| Balance notes payable | |
| |
| |
$ | - | | |
$ | 45,217 | | |
|
| | |
| |
| |
| | | |
| | | |
|
| | |
Issue Date | |
Maturity Date | |
June 30, 2026 | | |
December 31, 2025 | | |
Rate |
| | |
| |
| |
Principal Balance | | |
Principal Balance | | |
|
| Notes payable - in default | |
| |
| |
| | | |
| | | |
|
| Notes
payable, Face Value | |
04/27/11 | |
04/27/12 | |
$ | 5,000 | | |
$ | 5,000 | | |
6.00% |
| Notes
payable, Face Value | |
12/14/17 | |
12/14/18 | |
| 2,000 | | |
| 2,000 | | |
6.00% |
| Notes
payable, Face Value | |
11/29/17 | |
11/29/19 | |
| - | | |
| 105,000 | | |
2.06% |
| Notes
payable, Face Value | |
11/10/23 | |
05/10/25 | |
| 500,000 | | |
| 500,000 | | |
6.00% |
| Notes
payable, Face Value | |
02/28/24 | |
05/10/25 | |
| 350,000 | | |
| 350,000 | | |
6.00% |
| Notes
payable, Face Value | |
04/01/24 | |
04/01/25 | |
| 150,000 | | |
| 150,000 | | |
6.00% |
| Balance notes payable – default | |
| |
| |
$ | 1,007,000 | | |
$ | 1,112,000 | | |
|
| | |
| |
| |
| | | |
| | | |
|
| | |
Issue Date | |
Maturity Date | |
June 30, 2026 | | |
December 31, 2025 | | |
Rate |
| | |
| |
| |
Principal Balance | | |
Principal Balance | | |
|
| Notes payable - related parties, in default | |
| |
| |
| | | |
| | | |
|
| Notes
payable, Face Value | |
02/24/10 | |
02/24/11 | |
$ | 7,500 | | |
$ | 7,500 | | |
6.00% |
| Notes
payable, Face Value | |
10/06/15 | |
11/15/15 | |
| 10,000 | | |
| 10,000 | | |
6.00% |
| Notes
payable, Face Value | |
02/08/18 | |
04/09/18 | |
| 1,000 | | |
| 1,000 | | |
6.00% |
| Balance notes payable - related parties, in default |
| |
| |
$ | 18,500 | | |
$ | 18,500 | | |
|
| | |
| |
| |
| | | |
| | | |
|
| Balance all notes payable, in default | |
| |
| |
$ | 1,025,500 | | |
$ | 1,175,717 | | |
|
Terms
of Related Party Convertible Notes Payable and Related Party Notes Payable
The
Companys related party convertible notes payable and related party notes payable may contain terms that are not indicative of
the terms that would not normally be agreeable to non related third parties.
New
Convertible Notes Payable Issued During the Six Month Periods Ended June 30, 2026 and 2025
During
the six month period ended June 30, 2026 the Company entered into the following convertible notes payable agreements:
In
June of 2026, the Company entered into a convertible promissory note agreement in the amount of $60,000 with an individual. This note
pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before September 4, 2026. The note is secured
by one of the Companys vessels and is convertible at the lenders option into shares of the Companys common stock
at $0.002 per share.
During
the six month period ended June 30, 2025 the Company entered into the following convertible notes payable agreements:
In
June of 2025, the Company entered into a convertible promissory note agreement in the amount of $15,000 with an individual. This note
pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before July 24, 2025. The note is unsecured
and is convertible at the lenders option into shares of the Companys common stock at $0.002 per share.
Repayments
of Notes Payable
The
Company did not repay any of its notes payable during the six month periods ended June 30, 2026 or 2025.
Note
Settlement
A
lender agreed to cancel the principal balance of $105,000 for a convertible promissory note dated November 19, 2017. The Company recognized
a gain on extinguishment of the debt.
Note
Conversions
Period
Ended June 30, 2026
The
Company issued 13,681,348 shares of restricted common stock to a related party to settle $5,000 of the principal balance of a convertible
promissory note dated January 6, 2017 and $8,994 of the accrued interest owed on seventeen convertible notes payable. The balance of
the convertible note was $0 at June 30, 2026.
The
Company issued 111,490,411 shares of restricted common stock to settle $111,490 of the principal and accrued interest owed on a convertible
note payable dated March 28, 2024. The Company recorded a loss on extinguishment of debt of $234,245 on the conversion. The balance of
the convertible note was $0 at June 30, 2026.
The
Company issued 55,827,397 shares of restricted common stock to settle $55,827 of the principal and accrued interest owed on a convertible
note payable dated March 18, 2024. The balance of the convertible note was $0 at June 30, 2026.
Period
Ended June 30, 2025
The
Company issued 5,352,521 shares of restricted common stock with a total share value of $13,041 to a related party to settle $13,041 of
the accrued interest owed on sixteen convertible notes payable.
Shareholder
Loan
At
June 30, 2026 and December 31, 2025, the Company had the following loans outstanding to its CEO in the total amount of $5,000 as follows:
| - | A
loan with no due date with a $1,500 remaining balance and an interest rate of 2% and a conversion rate of $0.0005; and |
| - | A
loan due on September 9, 2022 with a remaining balance of $3,500, and an interest rate of 1%. |
Collateralized
Promissory Notes
Two
convertible notes outstanding with related parties, dated January 9, 2009 and January 18, 2012 are collateralized by Company assets.
Convertible
Notes Payable and Notes Payable, in Default
The
Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently
in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets
held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held
as collateral, then the Company may be forced to significantly scale back or cease its operations, which would more than likely result
in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several
promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a
very high potential for a complete loss of capital. The Companys convertible notes payable and notes payable in default represent
a very significant risk to the viability of the Company.
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