CONVERTIBLE NOTES PAYABLE

12 Months Ended

Jun. 30, 2025

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

NOTE 6 – CONVERTIBLE NOTES PAYABLE

The carrying value of convertible notes payable, net of discount at June 30, 2025 and 2024, was as follows:

	June 30,			June 30,
Convertible Notes Payable	2025			2024
Convertible notes payable (10% interest)	$	1,885,000		$	2,180,000
Less unamortized discount		(31,677	)		(47,471	)
Total face value	$	1,853,323		$	2,132,529

Between January 13, 2023 and December 16, 2024, the Company issued convertible bridge loans with an aggregate face value of $2,746,000. The notes have a coupon rate of 10% and a maturity date of one year. The Notes are convertible at a fixed price of $0.01 per share. In connection with the Notes, holders of $150,000 in principal were issued 15,000,000 warrants during the fiscal year ended June 30, 2024. These warrants have an exercise price of $0.01 per share and have a three-year expiration date. 

During the year ended June 30, 2025, $971,000 in principal and $97,050 in accrued interest was converted into 105,538,888 shares of common stock.

During the years ended June 30, 2025 and 2024, the Company recorded $225,566 and $113,156 in interest expense related to these notes, respectively. As of June 30, 2025 and 2024, the balance of accrued interest related to these loans was $230,241 and $101,724, respectively.

The Company evaluated the detachable warrants under the requirements of ASC 480 and concluded that the warrants do not fall within the scope of ASC 480. The Company next evaluated the notes under the requirements of ASC 815 “Derivatives and Hedging” and concluded the warrants meet equity classification. The warrants were issued during the year ended June 30, 2024, were valued using Black-Scholes Merton (“BSM”) and were determined to have a value of $66,660.

Significant inputs and results arising from the BSM process are as follows for the redemption feature component of the warrants:

Quoted market price on valuation date	$0.016 - $0.022
Effective contractual conversion rates	$0.01
Contractual term to maturity	3 years
Market volatility:
Volatility	137.43% - 137.86%
Risk-adjusted interest rate	4.33% - 4.39%