DEBT

3 Months Ended

Mar. 31, 2025

DEBT

DEBT

NOTE 4 – DEBT

Promissory Notes Payable - Related Party

During the three months ended March 31, 2025, the Company borrowed $188,000 in a series of cash payments from the Company’s former CEO and shareholder in exchange for the issuance of a promissory note and repaid $25,000 to him. The promissory note is not secured by Company assets, does not bear interest and is due in full on December 31, 2025. The promissory note totals $1,528,550 at March 31, 2025.

In June 2021, the Company entered into an Asset Purchase Agreement with Singlepoint to purchase certain assets in exchange for the issuance of a promissory note (the “Note”) for $63,456, which is reflected as a note payable to a related party in accompanying balance sheet. The Note bears interest at 5%, has a three-year term, and is due in monthly installments of $1,902 beginning August 1, 2021. The Company has not made any payments on the Note and is currently in default. Accrued interest on the Note totaled $10,309 and $9,527 at March 31, 2025 and December 31, 2024, respectively.

Convertible Notes Payable and Derivatives

At March 31, 2025, the Company had four notes payable outstanding, which, upon an event of default, contain a conversion feature meeting the definition of a derivative liability.

The Notes have maturity dates ranging from May 30, 2025 to December 15, 2025 and carry interest rates ranging from 8% to 13%. The notes with one of the lenders have cross default provisions only between the notes of that lender. No cross default occurred in 2025 or 2024.

For one of the Notes which is convertible after 180 days from issuance or upon an event of default, the conversion rate shall be 70% of the Market Price with the Market Price being defined as the lowest trading price of the Company's common stock over the 10 preceding trading days. For the other notes, which are convertible only after an Event of Default, the conversion rate shall be 70% of the market price with the market price being defined as the lowest trading price of the Company's common stock over the 10 preceding trading days.

During the three months ended March 31, 2025, the Company made principal payments of $133,392 on convertible notes payable, resulting in a gain on debt extinguishment from settlement of derivative liabilities totaling $25,035.

During the three months ended March 31, 2025, the Company amortized $58,695 of debt discount resulting in an unamortized debt discount of $117,964 as of March 31, 2025. Accrued interest as of March 31, 2025 was $31,450.

Convertible notes value as of March 31, 2025 and December 31, 2024:

	March 31, 2025			December 31, 2024
Convertible notes	$	226,573		$	274,914
Unamortized discounts		(117,964	)		(86,608	)
Convertible notes, net	$	108,609		$	188,306

Scheduled maturities of the above related party and convertible notes debt remaining as of March 31, 2025 for each respective fiscal year end are as follows:

2025		1,818,580
Total	$	1,818,580