Convertible notes payable

12 Months Ended

Dec. 31, 2024

Convertible notes payable

Convertible notes payable

5. Convertible notes payable   

The following table details the Company’s convertible notes payable as of December 31, 2024 and 2023, respectively:

									Principal Balance as of
Ref No.			Date of Note	Original Principal			Interest		December 31,		December 31,
			Issuance	Balance		Maturity Date	Rate %		2024		2023
	1	*/***	6/16/2021	$	20,000	12/16/2021		10	$	20,000	$	20,000
	2	*/***	6/17/2021		50,000	12/17/2021		10		50,000		50,000
	3	*/***	6/18/2021		50,000	12/18/2021		10		50,000		50,000
	4	*/***	7/2/2021		16,000	1/2/2022		10		16,000		16,000
	5	*/***	8/4/2021		7,000	2/4/2022		10		7,000		7,000
	6	*/***	8/16/2021		54,360	2/16/2022		10		54,360		54,360
	7	*/***	9/10/2021		54,360	3/10/2022		10		54,360		54,360
	8	*/***	10/18/2021		54,360	4/18/2022		10		54,360		54,360
	9	*/***	6/30/2023		25,000	12/30/2023		10		25,000		25,000
	10	**	9/28/2023		80,000	3/28/2024		6		80,000		80,000
	11	**	9/29/2023		80,000	3/29/2024		6		80,000		80,000
	12	**	10/1/2023		10,000	3/31/2024		6		10,000		10,000
	13	*	10/13/2023		19,750	3/28/2024		10		19,750		19,750
	12	**	8/7/2024		30,000	2/7/2025		6		30,000		-
	13	**	8/26/2024		30,000	2/26/2025		6		30,000		-
	14	**	10/29/2024		7,000	4/29/2025		6		7,000		-
	15	**	11/27/2024		25,000	5/27/2025		6		25,000		-
	16	**	12/2/2024		25,000	6/2/2025		6		25,000		-
	17	**	12/9/2024		25,000	6/9/2025		6		25,000		-
	18	**	12/18/2024		18,505	3/28/2024		10		18,505		-
			Total						$	681,335	$	520,830
			Total Current						$	681,335	$	520,830
			Total Long Term						$	-	$	-
			Less unamortized discount						$	-	$	(6,467	)
			Carrying value						$	681,335	$	514,363

*The conversion price is the average closing bid price for the 10 trading days prior to the conversion date multiplied by 80%, not to exceed $0.01.

**The conversion price is fixed at $0.01 per share.

*** In default as of December 31, 2024.

Accounting considerations for notes with variable conversion prices

The Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the embedded conversion option. The conversion option bears risk of equity which were not clearly and closely related to the host debt agreement and required bifurcation. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification.

Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative.

Accounting considerations for notes with fixed conversion prices

The Company evaluated the notes under ASC 815. ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. There were no embedded instruments which required bifurcation.