Note 4 - Convertible notes payable to stockholder | Note 4 – Notes payable to shareholders On February 04, 2022, the Company sold convertible note bearing 12% interest per annum in the principal amount of $350,000 (“February 2022 Notes”). The note will be paid in three tranches with first tranche of $100,000 received on March 28, 2022. The second and third tranches of $150,000 and $100,000 each, were received on May 3, 2022, and June 21, 2022, respectively. The note is subject to certain ownership limitations and will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion rate of $ 0.013. The February 2022 Notes contain embedded derivatives, see Note 8. As noted below the Company terminated the conversion feature and extended the maturity date on the February 2022 Notes. On August 26, 2022, the Company sold convertible note bearing 12% interest per annum in the principal amount of $325,000 (“August 2022 Notes”). The note is disbursed in three tranches with first tranche of $125,000 received on September 1, 2022. The second tranche of $100,000 was received on September 19, 2022 and the third tranche of $100,000 was received on October 15, 2022. The note is subject to certain ownership limitations and will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion rate of $0.046. The August 2022 Notes contain embedded derivatives, see Note 8. On December 21, 2022, the Company sold convertible note bearing 12% interest per annum in the principal amount of $120,000 (“December 2022 Notes”). The note is disbursed in four tranches with first tranche of $40,000 received on January 10, 2023, and the remaining tranches of $20,000, $20,000 and $40,000 received on February 10, 2023, March 3, 2023 and March 31, 2023, respectively. The December 2022 Notes contain embedded derivatives, see Note 8. On March 31, 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount of $120,000 (“March 2023 Notes”). The note is disbursed in four tranches with first tranche of $20,000 received on March 31, 2023, and the remaining tranches of $20,000, $40,000 and $40,000 received on May 12, 2023, May 31, 2023 and June 28, 2023, respectively. The March 2023 Notes contain embedded derivatives, see Note 8. On April 24, 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount of $280,000 (“April 24, 2023 Notes”). The first tranche of $80,000 was received on July 31, 2023 and the remaining tranches of $100,000 each received on October 13, 2023 and December 1, 2023, respectively. The April 24, 2023 Notes contain embedded derivatives, see Note 8. On April 30, 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount of $100,000 (“April 2023 Notes”). The note is disbursed in three tranches with first tranche of $20,000 received on May 12, 2023, and the remaining tranches of $40,000 each received on May 31, 2023 and June 28, 2023, respectively. The April 2023 Notes contain embedded derivatives, see Note 8. On September 27, 2023, the Company converted the first tranche of the February 2022 Notes with principal balance amounting to $100,000 and $18,016 of accrued interest into 5,632,283 stock options. The options expire in five years with the exercise price at $0.02. The options were valued at $167,961 using Black Scholes. On December 31, 2023, the Company amended the terms of the February 2022 Notes by revising its settlement from conversion into shares of the Company’s common stock to cash upon maturity, which is twelve (12) months following the date of amendment, losing the convertible feature of the February 2022 Notes and retaining the principal and interest on the 1st tranche that was previously converted amounting to $100,000 and $18,016, respectively. On January 30, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $60,000. The note has a maturity date of January 25, 2025. On May 2, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $30,000. The note has a maturity of May 2, 2025. On April 29, 2024, the Company amended the conversion price of all the convertible promissory notes outstanding for common stock upon maturity. Upon execution and delivery of the amendment, 19,005,896 shares shall be issued to the Lender to convert all convertible notes to common stock. All convertible notes will be deemed satisfied and no longer outstanding after the issuance of shares. Execution of amendment will occur when one or more of the following events takes place: (1) the closing of the sale, lease, exclusive license, transfer or other disposition of all or substantially all of the company’s assets, (2) the consummation of the reorganization, merger or consolidation of the Company with or into another entity, or (3) the closing of the sale, transfer, or issuance, in one transaction or series of transactions of the company’s securities, and hold at least majority of the voting power of the capital stock of the Company. As June 30, 2024, no such event has occurred. The net carrying amount of the notes payable to shareholder is $440,000 and $0 as of June 30, 2024 and June 30, 2023, respectively. The remainder are convertible notes payable totaling $825,000. The outstanding balance of notes payable to shareholders were as follows: June 30 , 202 4 June 30, 2023 Non-Convertible Notes principal balance $ 440,000 $ - Convertible Notes principal balance 825,000 895,000 Unamortized debt discount (245,191) (480,268) $ 1,019,809 $ 414,732 A detailed roll forward schedule is shown as follows: Amount Balance of notes payable, net of discount on June 30, 2023 $ 414,732 Amortization of debt discount 515,077 New Issuances 370,000 Embedded Conversion Feature – Debt discount (280,000) Balance of notes payable, net - current of discount as of June 30, 2024 $ 1,019,809 |