| 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 September 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 | | |
$ | 8,580 | | |
$ | - | | |
| 355,080 | (1) |
| 9/03/21 | |
9/03/24 | |
| 8 | % | |
| 3,500 | | |
| (125 | ) | |
| 3,500 | | |
| 83 | | |
| - | | |
| 3,583 | (2) |
| 9/30/22 | |
Demand | |
| 8 | % | |
| 66,793 | | |
| (19,250 | ) | |
| - | | |
| - | | |
| - | | |
| - | (3) |
| | |
| |
| | | |
| | | |
| | | |
$ | 350,000 | | |
$ | 8,663 | | |
$ | - | | |
$ | 358,663 | |
| (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 nine months ended September 30, 2026. The stated maturity date of the note was September 3, 2024. The
Company is working with the lender to finalize an extension of the maturity date and 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 nine months ended September 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. The outstanding balance was $0 at September 30, 2026. |
Current
and long-term amounts due are as follows for the convertible promissory notes as of September 30, 2026:
Schedule of Breakdown Current and Long-term Amounts
| | |
Summit
Holdings V,
LLC Note | | |
Tierra Vista
Partners,
LLC Note | | |
Robert
Carmichael
Note | | |
Total | |
| | |
(1) | | |
(2) | | |
(3) | | |
| |
| 2026 | |
$ | 346,500 | | |
$ | 3,500 | | |
$ | - | | |
$ | 350,000 | |
| Discount and payments | |
| 8,580 | | |
| 83 | | |
| - | | |
$ | 8,663 | |
| Total Loan Payments | |
$ | 355,080 | | |
$ | 3,583 | | |
$ | - | | |
$ | 358,663 | |
| Current Portion of Loan Payable | |
$ | (355,080 | ) | |
$ | (3,583 | ) | |
$ | - | | |
$ | (358,663 | ) |
| 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 nine months ended September 30, 2026. The stated maturity date of the note was September 3, 2024. The
Company is working with the lender to finalize an extension of the maturity date and 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 nine months ended September 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. The outstanding balance was $0 at September 30, 2026. |
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 nine months ended September 30, 2026 |
| |
The
stated maturity date of the note was September 3, 2024. The Company is working with the lender to finalize an extension of the maturity
date and 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. The outstanding balance was $0 at September 30, 2026. |
Loans
Payable
Schedule of Future Amortization of Loans Payable
| | |
Navitas
2024
BLU3
(4) | | |
Navitas
2026
BLU3
(5) | | |
Navitas
2026
BTL
(6) | | |
Bank
United
2026
BLU3
(7) | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| |
| 2026 | |
$ | 1,630 | | |
| 1,444 | | |
| 1,155 | | |
$ | 1,093 | | |
$ | 5,322 | |
| 2027 | |
$ | 7,022 | | |
| 6,276 | | |
| 5,002 | | |
| 4,736 | | |
$ | 23,036 | |
| 2028 | |
$ | 7,899 | | |
| 7,156 | | |
| 5,672 | | |
| 5,387 | | |
$ | 26,115 | |
| Thereafter | |
$ | 1,409 | | |
| 3,271 | | |
| 4,747 | | |
| 8,499 | | |
$ | 17,926 | |
| Total Loan Payments | |
$ | 17,961 | | |
$ | 18,147 | | |
$ | 16,576 | | |
$ | 19,715 | | |
$ | 72,399 | |
| Current Portion of Loan Payable | |
$ | (6,819 | ) | |
$ | (6,073 | ) | |
$ | (4,847 | ) | |
$ | (4,585 | ) | |
$ | (22,324 | ) |
| Non-Current Portion of Loan Payable | |
$ | 11,143 | | |
$ | 12,074 | | |
$ | 11,729 | | |
$ | 15,130 | | |
$ | 50,075 | |
| (4) |
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 September 30, 2026 was $17,961 and $28,123 as of December 31, 2025. |
| (5) |
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 installments of $675.87. The equipment finance agreement contains customary
events of default. The loan balance as of September 30, 2026 was $18,147. |
| |
|
| (6) |
On
October 4, 2024, Brownies Third Lung (BTL) executed an inventory finance agreement to finance the purchase of certain equipment stock
through Navitas. The amount financed is $24,620 payable over 60 equal monthly installments of approximately $602. The inventory finance
agreement contains customary events of default. The loan balance as of September 30, 2026 was $16,576 and $19,831 as of December
31, 2025. |
| |
|
| (7) |
On
March 23, 2026, BLU3 executed an equipment finance agreement with Bank United to purchase a forklift. The installment agreement is
for $21,450, bears interest at 12.87%, and is payable in monthly installments of $574.07 for 48 months. The loan balance as of September
30, 2026 was $19,715. This loan is personally guaranteed by Mr. Carmichael. |
|