| Convertible Promissory Notes and Loans Payable |
Note
5. Convertible Promissory Notes and Loans Payable
Convertible
Promissory Notes
Convertible
promissory notes consisted of the following at June 30, 2026:
Schedule of Convertible Debentures
| Origination Date | |
Maturity Date | |
Interest Rate | | |
Origination Principal Balance | | |
Original Discount Balance | | |
Period End Principal Balance | | |
Period End Discount Balance | | |
Payments | | |
Period End Balance Note | |
| 9/03/21 | |
9/03/24 | |
| 8 | % | |
| 346,500 | | |
| (12,355 | ) | |
$ | 346,500 | | |
$ | 7,550 | | |
$ | - | | |
| 354,050 | (1) |
| 9/03/21 | |
9/03/24 | |
| 8 | % | |
| 3,500 | | |
| (125 | ) | |
| 3,500 | | |
| 73 | | |
| - | | |
| 3,573 | (2) |
| 9/30/22 | |
Demand | |
| 8 | % | |
| 66,793 | | |
| (19,250 | ) | |
| 66,793 | | |
| (19,250 | ) | |
| (17,826 | ) | |
| 29,717 | (3) |
| 9/14/23 | |
Demand | |
| 8 | % | |
| - | | |
| - | | |
| 50,000 | | |
| - | | |
| (5,000 | ) | |
| 45,000 | (4) |
| | |
| |
| | | |
| | | |
| | | |
$ | 466,793 | | |
$ | (11,627 | ) | |
$ | (22,826 | ) | |
$ | 432,340 | |
| (1) |
On
September 3, 2021, the Company issued a three-year 8% convertible promissory note in the
principal amount of $346,500 to Summit Holding V, LLC as part of the acquisition of SSI.
The Company is required to make quarterly payments under the note in an amount equal to 50%
of the adjusted net profit of SSI. Interest is payable quarterly in shares of common stock
of the Company at a conversion price of $0.051272 per share. The note holder may convert
outstanding principal and interest into shares of common stock at a conversion price of $0.051272
per share at any time during the term of the note. The Company recorded $12,355 for the beneficial
conversion feature. This note is classified as a current liability for the six months ended
June 30, 2026
The
maturity due date of the note had been extended by the lender from September 3, 2025. The Company is working with the lender to restructure
the note. |
| (2) |
On
September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners,
LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50%
of the adjusted net profit of SSI. Interest is payable quarterly in common stock of the Company at a conversion price of $0.051272
per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272
at any time during the term of the note. The Company recorded $125 for the beneficial conversion feature. This note is classified
as a current liability for the three months ended June 30, 2026 |
| (3) |
On
September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael
for funds to meet the working capital needs of LBI. There is no amortization schedule for the note and interest is payable in shares
of common stock of the Company at a conversion price equal to the 90 day volume weighted average (VWAP) of the Company’s common
stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand
payment or convert the outstanding principal at a conversion price of $0.021 per share at any time. The Company recorded $19,250
for the beneficial conversion feature. |
| (4) |
On
September 14, 2023, the Company issued a convertible demand 8% promissory note in the principal
amount of $50,000 to Robert Carmichael for working capital needs of BLU3. There is no amortization
schedule for the note, and interest is payable in shares of common stock of the Company at
a conversion price equal to the 90 day (VWAP) of the Company’s common stock prior to
the quarterly interest payment date. The note holder may demand payment or convert the outstanding
principal at a conversion rate of $0.01351 per share at any time. The conversion rate was
calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the date
of the note. The Company recorded $-0- for the beneficial conversion feature. As this conversion
rate is a fixed rate, the embedded conversion feature is not a derivative liability. The
outstanding balance on this note was $45,000 as of December 31, 2025 and December 31, 2024.
Mr. Carmichael has waived interest payments on this note effective September 14, 2023.
Demand
Notes
On
November 14, 2023, the Company issued a promissory note in the principal amount of $150,000 to Charles Hyatt, a director, for working
capital requirements and payment of certain expenses in connection with the Company’s business combinations. The Note bears
interest at a rate of 9.9% per annum, and has a default interest of 18% per annum. Interest payments are due and payable on a monthly
basis. The Company may prepay the Note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding
as of December 31, 2025, and the maturity date was extended from May 7, 2025 to November 5, 2025, pursuant to an amendment dated
November 13, 2025.
On
February 5, 2025, the Company borrowed funds through the issuance of a promissory note in the principal amount of $280,000 to Charles
Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company’s
business combinations. The note bears interest at a rate of 9.9% per annum, and has a default interest rate of 18% per annum. Interest
payments are due and payable on a monthly basis. The Company may prepay the note in whole or in part, at any time without premium
or penalty. The balance of $280,000 was outstanding as of December, and the maturity date was extended from August 6, 2025 to November
5, 2025, pursuant to an amendment dated November 13, 2025. |
A
breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of June 30, 2026:
Schedule of Breakdown Current and Long-term Amounts
| | |
Summit
Holdings V, LLC Note | | |
Tierra Vista
Partners, LLC Note | | |
Robert
Carmichael Note | | |
Robert
Carmichael BLU3 Note | | |
Total | |
| | |
(1) | | |
(2) | | |
(3) | | |
(4) | | |
| |
| 2026 | |
$ | 346,500 | | |
$ | 3,500 | | |
$ | 66,793 | | |
$ | 50,000 | | |
$ | 466,793 | |
| Discount and payments | |
| 7,550 | | |
| 73 | | |
| (37,076 | ) | |
$ | (5,000 | ) | |
$ | (34,453 | ) |
| Total Loan Payments | |
$ | 354,050 | | |
$ | 3,573 | | |
$ | 29,717 | | |
$ | 45,000 | | |
$ | 432,340 | |
| Current Portion of Loan Payable | |
$ | (354,050 | ) | |
$ | (3,573 | ) | |
$ | (29,717 | ) | |
$ | (45,000 | ) | |
$ | (432,340 | ) |
| Non-Current Portion of Loan Payable | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| (1) |
On
September 3, 2021, the Company issued a three-year 8% convertible promissory note in the
principal amount of $346,500 to Summit Holding V, LLC as part of the acquisition of SSI.
The Company is required to make quarterly payments under the note in an amount equal to 50%
of the adjusted net profit of SSI. Interest is payable quarterly in shares of common stock
of the Company at a conversion price of $0.051272 per share. The note holder may convert
outstanding principal and interest into shares of common stock at a conversion price of $0.051272
per share at any time during the term of the note. The Company recorded $12,355 for the beneficial
conversion feature. This note is classified as a current liability for the six months ended
June 30, 2026
The
maturity due date of the note had been extended by the lender from September 3, 2025. The Company is working with the lender to restructure
the note. |
Schedule of Future Amortization of Notes Payable
| | |
Payment
Amortization | |
| | |
| |
| 2026 | |
| - | |
| Total Note Payments | |
$ | 346,500 | |
| Current portion of note payable | |
| (346,500 | ) |
| Non-Current Portion of Notes Payable | |
$ | - | |
| (2) |
On
September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners,
LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50%
of the adjusted net profit of SSI. Interest is payable quarterly in common stock of the Company at a conversion price of $0.051272
per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272
at any time during the term of the note. The Company recorded $125 for the beneficial conversion feature. This note is classified
as a current liability for the six months ended June 30, 2026 |
| |
The
maturity due date of the note had been extended by the lender from September 3, 2025. The Company is working with the lender to restructure
the note. |
Schedule of Future Amortization of Notes Payable
| |
|
Payment
Amortization |
|
| |
|
|
|
| 2026 |
|
|
- |
|
| Total
Note Payments |
|
$ |
3,500 |
|
| Current
portion of note payable |
|
|
(3,500 |
) |
| Non-Current
Portion of Notes Payable |
|
$ |
- |
|
| (3) |
On
September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael
for funds to meet the working capital needs of LBI. There is no amortization schedule for the note and interest is payable in shares
of common stock of the Company at a conversion price equal to the 90 day volume weighted average (VWAP) of the Company’s common
stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand
payment or convert the outstanding principal at a conversion price of $0.021 per share at any time. The Company recorded $19,250
for the beneficial conversion feature. |
| (4) |
On
September 14, 2023, the Company issued a convertible demand 8%
promissory note in the principal amount of $50,000
to Robert Carmichael for working capital needs of BLU3. There
is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal
to the 90 day (VWAP) of the Company’s common stock prior to the quarterly interest payment date. The note holder may demand payment
or convert the outstanding principal at a conversion rate of $0.01351
per share at any time. The conversion rate was calculated at
a 35%
discount to the 90 day VWAP of the Company’s stock as of the date of the note. The Company recorded $-0-
for the beneficial conversion feature. As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability.
The outstanding balance on this note was $45,000
as of December 31, 2025 and December 31, 2024. Mr. Carmichael
has waived interest payments on this note effective September 14, 2023.
|
| | Demand
Notes
On
November 14, 2023, the Company issued a promissory note in the principal amount of $150,000 to Charles Hyatt, a director, for working
capital requirements and payment of certain expenses in connection with the Company’s business combinations. The Note bears
interest at a rate of 9.9% per annum, and has a default interest of 18% per annum. Interest payments are due and payable on a monthly
basis. The Company may prepay the Note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding
as of December 31, 2025, and the maturity date was extended from May 7, 2025 to November 5, 2025, pursuant to an amendment dated
November 13, 2025.
On
February 5, 2025, the Company borrowed funds through the issuance of a promissory note in the principal amount of $280,000 to Charles
Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company’s
business combinations. The note bears interest at a rate of 9.9% per annum, and has a default interest rate of 18% per annum. Interest
payments are due and payable on a monthly basis. The Company may prepay the note in whole or in part, at any time without premium
or penalty. The balance of $280,000 was outstanding as of December, and the maturity date was extended from August 6, 2025 to November
5, 2025, pursuant to an amendment dated November 13, 2025. |
Loans
Payable
Schedule of Future Amortization of Loans Payable
| | |
Navitas
2024
BLU3 (5) | | |
Navitas
2026
BLU3 (6) | | |
Navitas
2026
BTL (7) | | |
Bank
United
2026
BLU3 (8) | |
|
Total | |
| | |
| | |
| | |
| | |
| |
|
| |
| 2026 | |
$ | 3,245 | | |
| 2,873 | | |
| 2,275 | | |
$ | 2,143 | |
|
$ | 10,536 | |
| 2027 | |
$ | 7,091 | | |
| 6,345 | | |
| 5,002 | | |
| 4,736 | |
|
$ | 23,174 | |
| 2028 | |
$ | 7,977 | | |
| 7,235 | | |
| 5,672 | | |
| 5,387 | |
|
$ | 26,271 | |
| Thereafter | |
$ | 708 | | |
| 2,631 | | |
| 4,747 | | |
| 8,499 | |
|
$ | 16,585 | |
| Total Loan Payments | |
$ | 19,022 | | |
$ | 19,084 | | |
$ | 17,696 | | |
$ | 20,766 | |
|
$ | 76,566 | |
| Current Portion of Loan Payable | |
$ | (6,686 | ) | |
$ | (5,941 | ) | |
$ | (4,697 | ) | |
$ | (4,438 | ) |
|
$ | (21,762 | ) |
| Non-Current Portion of Loan Payable | |
$ | 12,335 | | |
$ | 13,142 | | |
$ | 12,999 | | |
$ | 16,328 | |
|
$ | 54,804 | |
| (5) |
On
February 12, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas.
The amount financed is $32,274
payable over 60
equal monthly installments of $715.
The inventory finance agreement contains customary events of default. The loan balance as of June 30, 2026 was $19,022
and $28,123
as of December 31, 2025. |
| |
|
| (6) |
On June 10, 2026 BLU3 executed an equipment finance
agreement to finance the purchase of certain plastic molding equipment through Navitas. The amount financed is $20,000 payable over 36
equal monthly instalments of $675.87. The equipment finance agreement contains customary events of default. The loan balance as of June
30, 2026 was $19,083.63.
|
| |
|
| (7) |
On October 4, 2024, Brownies Third Lung (BTL) an inventory finance agreement
to finance the purchase of certain equipment stock through Navitas. The amount financed is $24,620.004 payable over 60 equal monthly instalments
of $602. The inventory finance agreement contains customary events of default. The loan balance as of June 30, 2026 was $17,696.and $
19,831 as of December 31, 2025. |
| |
|
| (8) |
On
March 23, 2026, BLU3 executed an equipment finance agreement with Bank United to purchase a forklift for the warehouse. The installment
agreement is for $21,450.to purchase a forklift. The Interest rate is 12.87%. The monthly installment amount is $574.07 for 48 months.
The first payment will be due on May 1, 2026. This loan is personally guaranteed by Mr. Carmichael. respectively). |
|