v3.25.3
CONVERTIBLE NOTES
9 Months Ended
Sep. 30, 2025
CONVERTIBLE NOTES  
CONVERTIBLE NOTES

7. CONVERTIBLE NOTES

 

Convertible notes as of September 30, 2025, and December 31, 2024, consist of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Convertible Notes - originated in April 2018

 

$95,000

 

 

$95,000

 

Convertible Notes - originated in June 2018

 

 

166,000

 

 

 

166,000

 

Convertible Notes - originated in October 2018

 

 

50,000

 

 

 

50,000

 

Convertible Notes - originated in November 2024

 

 

48,300

 

 

 

150,000

 

Total convertible notes payable

 

 

359,300

 

 

 

461,000

 

 

 

 

 

 

 

 

 

 

Less: current portion of convertible notes

 

 

359,300

 

 

 

461,000

 

Long-term convertible notes

 

$-

 

 

$-

 

 

For the nine months ended September 30, 2025, and 2024, the interest expense on convertible notes was $32,490 and $28,948, respectively. As of September 30, 2025 and December 31, 2024, the accrued interest was $203,997 and $171,507, respectively.

 

The Company recognized amortization expense related to the debt discount of $0 and $52,592 for the nine months ended September 30, 2025, and 2024, respectively, which is included in interest expense in the statements of operation.

 

Conversion

 

During the nine months ended September 30, 2025, the note holder converted principal amounts of $101,700 into 1,890,000 shares of common stock. As a result, the Company settled convertible notes, and derivative liability of $94,590, and recorded gain on settlement of debt of $101,700.

 

Convertible Notes – Issued during the year ended December 31, 2024

 

On November 5, 2024, the Company issued convertible note of $150,000 for consulting service.   The convertible note has a term of 6 months, at an interest rate of 6% per annum. The outstanding principal amount of convertible note and unpaid interest are convertible at the option of the holder at 6 months after the issue date. The conversion price is an average of the closing price during the previous 15-trading days.

 

Convertible Notes – Issued during the year ended December 31, 2018

 

During the year ended December 31, 2018, the Company issued a total principal amount of $426,000 in convertible notes for cash proceeds of $426,000. The convertible notes were also provided with a total of 713 common shares valued at $22,210. The terms of these convertible notes are summarized as follows:

 

 

•

Term two years;

 

 

 

•

Annual interest rates 12%;

 

 

 

 

•

Convertible at the option of the holders at any time

 

 

 

 

•

Conversion prices are based on 50% discount to market value for the common stock based on a 4-week weekly average of the closing price.

 

The Company valued the conversion feature using the flexible the pricing models. The fair value of the derivative liability for all the notes that became convertible during the nine months ended September 30, 2025, amounted to $118,577, and the amount of $118,577 was recognized as a “day 1” derivative loss.