NOTE 8 – NOTES PAYABLE

Year ended December 31, 2024

In January 2024, the Company borrowed $100,000 from an unrelated individual, repayable January 25, 2025 with interest at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and, in addition, has agreed to issue as additional consideration 15,000,000 shares of the Company’s common stock to the lender. At maturity the lender has the option to be issued, in lieu of cash payment of the outstanding debt, an additional 15,000,000 shares of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. The Company has recorded the $19,355 value of shares to be issued to the lender for loan consideration as a discount to debt, and is amortizing the discount to interest expense over the term of the note.

In January 2024, the Company borrowed $14,000 from an unrelated individual, repayable April 25, 2024 with interest at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11%, or at option of the lender, will issue 7,000,000 shares of the Company’s common stock in lieu of cash payment of the outstanding debt as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. In October 2024, the lender converted the aggregate outstanding principal and accrued interest balance of $15,439 into 7,000,000 shares of the Company’s common stock.

In February 2024, the Company and each of the holders of two loans of $50,000 and $25,000 agreed to extend the maturity of the notes from February 2024 for a period of ten (10) months to December 2024 with interest continuing to be accrued at 11%. The Company agreed to issue 7,500,000 shares of common stock to the $50,000 note holder and 3,750,000 shares of common stock to the $25,000 note holder as consideration for extending the notes. The Company valued the shares to be issued at $4,500.

In April 2024, the Company borrowed $25,000 and $50,000 from each of two unrelated individuals, repayable one year from date of the notes with interest at 11% per annum. At maturity, the Company will repay the face amount of the loans in cash, including unpaid and accrued interest at 11% and, in addition, has agreed to issue as additional consideration 3,750,000 and 7,500,000 shares of the Company’s common stock, respectively, to each of the lenders. At maturity the lenders have the option to be issued, in lieu of cash payment of the outstanding debts, an additional 3,750,000 and 7,500,000 shares of the Company’s common stock, respectively, as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. The Company has recorded the $13,270 value of shares to be issued to the lenders for loan consideration as a discount to debt, and is amortizing the discount to interest expense over the terms of the notes.

In July 2024, the Company borrowed $25,000 from each of two unrelated individuals (an aggregate $50,000), as follows:

• $25,000, repayable nine months from date of the note with interest at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and, in addition, has agreed to issue as additional consideration 11,275,000 shares of the Company’s common stock to of the lender. At maturity the lender has the option to be issued, in lieu of cash payment of the outstanding debts, an additional 11,275,000 shares of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. The Company recorded the $9,885 value of shares to be issued to the lender for loan consideration as a discount to debt, and is amortizing the discount to interest expense over the term of the note.
• $25,000, repayable three months from date of the note with interest at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11%, or has the option to be issued, in lieu of cash payment of the outstanding debts, 12,500,000 shares of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. In October 2024, the lender converted the aggregate outstanding principal and accrued interest balance of $26,318 into 12,500,000 shares of the Company’s common stock.

In November 2024, the Company borrowed $25,000 from an unrelated individual, repayable nine months from date of the note with interest at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and, in addition, has agreed to issue as additional consideration 3,750,000 shares of the Company’s common stock to of the lender. At maturity the lender has the option to be issued, in lieu of cash payment of the outstanding debts, an additional 3,750,000 shares of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. The Company has recorded the $4,079 value of shares to be issued to the lender for loan consideration as a discount to debt, and is amortizing the discount to interest expense over the term of the note.

In December 2024, the Company borrowed $10,000 from an unrelated individual, repayable nine months from date of the note with interest at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and, in addition, has agreed to issue as additional consideration 1,000,000 shares of the Company’s common stock to of the lender. At maturity the lender has the option to be issued, in lieu of cash payment of the outstanding debts, an additional 1,000,000 shares of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. The Company has recorded the $4,444 value of shares to be issued to the lender for loan consideration as a discount to debt, and is amortizing the discount to interest expense over the term of the note.

As of December 31, 2024, $325,000 of the Company’s outstanding notes payable were past their maturity date. The Company is accruing interest on these notes at the default interest rates stipulated in the note agreements, and is in discussions with the note holders for extension or other potential manners of settlement of the notes.

Year ended December 31, 2023

In March 2023, the Company borrowed $25,000 from each of two individuals (an aggregate $50,000), repayable nine months from date of borrowing with interest at 11% per annum. At maturity, the Company agreed to repay the face amount of each of the loans in cash, including unpaid and accrued interest at 11% and, in addition, issued 3,750,000 shares of the Company’s common stock to each of the lenders. At maturity each of the lenders had the option to be issued, in lieu of cash payment of the outstanding debt, an additional 3,750,000 shares of the Company’s common stock in full satisfaction of the principal loan amount of $25,000 and related unpaid and accrued interest thereon. The Company recorded the initial aggregate 7,500,000 common shares issued to the two lenders at $4,500, based on the $0.0006 closing trading price of the Company’s common stock as of the date of the loan, as a prepaid expense and amortized the value of the shares as interest expense over the term of the loans. At maturity in December 2023, the Company and the loan holders agreed to extend the maturity of the notes to September 2024 with interest at 11%, and issued an additional 3,750,000 shares of the Company’s common stock to each of the note holders as consideration for extending the notes. The Company has recorded a $84,750 loss on extinguishment for the 7,500,000 shares issued for the debt modification.

In May 2023, the Company borrowed $50,000 and $25,000 from two unrelated individuals, repayable nine months from date of borrowings with interest at 11% per annum. At maturity, the Company will repay the face amount of the loans in cash, including unpaid and accrued interest at 11% and, in addition, will issue 7,500,000 and 3,750,000 shares of the Company’s common stock, respectively, to the lenders. At maturity the lenders have the option to be issued, in lieu of cash payment of the outstanding debt, an additional 7,500,000 and 3,750,000 shares of the Company’s common stock, respectively, as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon. In February 2024, the Company and the note holders agreed to extend the maturity of the notes to December 2024.

In August 2023, the Company borrowed $50,000 from an unrelated individual, repayable May 1, 2024 with interest at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and, in addition, will issue 7,500,000 shares of the Company’s common stock to the lender. At maturity the lender has the option to be issued, in lieu of cash payment of the outstanding debt, an additional 7,500,000 of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon.

In September 2023, the Company borrowed $50,000 from an unrelated individual, repayable June 29, 2024 with interest at 11% per annum. At maturity, the Company will repay the face amount of the loan in cash, including unpaid and accrued interest at 11% and, in addition, will issue 7,500,000 shares of the Company’s common stock to the lender. At maturity the lender has the option to be issued, in lieu of cash payment of the outstanding debt, an additional 7,500,000 of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon.

On November 6, 2023, the Company borrowed $50,000 and $25,000 from each of two unrelated individuals, repayable nine months from date of the notes with interest at 11% per annum. At maturity, the Company will repay the face amount of the loans in cash, including unpaid and accrued interest at 11% and, in addition, will issue 7,500,000 and 3,750,000 of the Company’s common stock, respectively, to each of the lenders. At maturity the lenders have the option to be issued, in lieu of cash payment of the outstanding debts, an additional 7,500,000 and 3,750,000 shares of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon.

On November 13, 2023, the Company borrowed $25,000 from an unrelated individual, repayable November 13, 2026 with interest at 5.5% per annum. At maturity, the Company will repay the face amount of the loans in cash, including unpaid and accrued interest at 5.5% and, in addition, issued 7,500,000 of the Company’s common stock, to the lender. At maturity the lender has the option to be issued, in lieu of cash payment of the outstanding debts, an additional 7,500,000 shares of the Company’s common stock as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon.

On November 17, 2023, the Company borrowed $50,000 and $25,000 from each of two unrelated individuals, repayable May 17, 2025 with interest at 5.5% per annum and August 17, 2024 with interest at 11% per annum, respectively. At maturity, the Company will repay the face amount of the loans in cash, including unpaid and accrued interest and, in addition, issued 7,500,000 and 3,750,000 of the Company’s common stock, respectively, to each of the lenders. At maturity the lenders have the option to be issued, in lieu of cash payment of the outstanding debts, an additional 7,500,000 and 3,750,000 shares of the Company’s common stock, respectively, as full satisfaction of the principal loan amounts and related unpaid and accrued interest thereon.

Notes payable at December 31, 2024 and 2023 are summarized as follows: