6. Convertible Notes Payable

6 Months Ended

Jun. 30, 2025

Notes

6. Convertible Notes Payable

6. Convertible Notes Payable 

On January 1, 2023, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $72,262. As stated in the January 1, 2023, agreement Ms Merrill’s contract compensation will also be added to the note for her services through March 31, 2023 in the amount of $25,000. On December 19, 2023, $11,500 of note payable was converted to 6,700,000 shares common stock which were valued at $36,800 resulting in a loss on conversion of $25,300.

On January 29, 2024 $6,916 of note payable was converted to 1,900,000 shares common stock which were valued at $41,610 resulting on a loss on conversion of $34,694.  

On October 1, 2024 $10,045 of note payable was converted to 3,500,000 shares common stock which were valued at $35,000 resulting on a loss on conversion of $24,955.  

On October 1, 2024, 5,539 shares common stock which were issued that were shorted in the conversion on December 19, 2023. These were valued at $55 resulting on a loss on conversion of $55.

The note bears interest at 8% and has a term of one year when payment of principal and interest is due. If payment by S-8 shares the amount paid will be with a 10% discount, if by agreement and paid with restricted stock will be with a 30% discount. Both methods are calculated using the lowest 3 closing prices during the 30 trading days preceding the request for conversion.

The note value at June 30, 2025 and December 31, 2024 was $68,801.

The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2025 and December 31, 2024 the conversion feature was valued at $27,083.

On January 15, 2024, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $75,000. The note bears interest at 5% and has a term of one year when payment of principal and interest is due. If payment by S-8 shares the amount paid will be with a 10% discount, if by agreement and paid with restricted stock will be with a 30% discount. Both methods are calculated using the average of the lowest 3 closing prices during the 30 trading days preceding the request for conversion.

The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other options. As of June 30, 2025 and December 31, 2024, the conversion feature was valued at $147,304.

On May 22, 2024, the Company entered into an agreement with Quick Capital, LLC whereby the Company issued a convertible note with a principal amount of $33,333. The Company received $25,000 after loan costs of $5,000 and original issue discount of $3,333. The original issue discount is included in loss on debt settlement. The maturity date is nine months after the issue date, accruing interest at 12% per annum and can be converted after 180 days from date of issue at a fixed rate of $0.02 per share. On December 18, 2024, Quick Capital converted $23,024 of note payable plus interest of $2,159 and $1,457 fees into 6,837,782 shares of common stock. The market value on December 18, 2024 was $0.01 or a market value of $68,378 which gave rise to a loss on conversion of $41,738. On May 21, 2025, Quick Capital converted $10,831 of note payable plus fees of $1,457 into 843,941 shares of common stock. The market value on May 21, 2025 was $0.0343 or a market value of $113,400 which gave rise to a loss on conversion of $16,700. The note value at June 30, 2025 and December 31, 2024 was $-0-. For the three and six months ended June 30, 2025 the conversion feature was expensed to interest expense in the amount of $103 due to the final conversion of this note.

On August 5, 2024, the Company entered into an agreement with Colonial Stock Transfer Company, Inc., (“CSTC”) whereby the Company issued a convertible note to CSTC with a principal amount of $15,626. The note bears interest at 10% and has a term of one year when payment of principal and interest is due. Conversion will be with a 25% discount and will be calculated using the lowest closing price during the 25 trading days preceding the request for conversion.

The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2025 and December 31, 2024, the conversion feature was valued at $0.

During the year ended December 31, 2024, Carolyn Merrill, loaned $4,000 to the Company for a note payable bearing interest at the rate of 10% per annum due on June 4, 2025. If unpaid at June 4, 2025, the interest rate increases to 12% per annum. Conversion if by agreement and paid with restricted stock will be with a 30% discount. Both methods are calculated using the lowest 3 closing prices during the 30 trading days preceding the request for conversion.

During the year ended December 31, 2024, Joe Ange III, loaned $4,000 to the Company for a note payable bearing interest at the rate of 10% per annum due on June 4, 2025. If unpaid at June 4, 2025, the interest rate increases to 12% per annum. Conversion if by agreement and paid with restricted stock will be with a 30% discount. Both methods are calculated using the lowest 3 closing prices during the 30 trading days preceding the request for conversion.

At June 30, 2025 and December 31, 2024, accrued interest payable on these notes was $28,628 and $21,285, respectively. Accrued interest payable is included in accounts payable and accrued expenses on the condensed consolidated balance sheet. Interest expense for the three and six months ended June 30, 2025 and 2024 was $4,437 (2024: $2,144) and $7,344 (2024: $10,146), respectively.