CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

12 Months Ended

Dec. 31, 2024

Convertible Notes Payable And Notes Payable

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

NOTE 5 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

Convertible Notes Payable

The following table reflects the convertible notes payable as of December 31, 2024 and 2023:

	Issue Date	Maturity Date	December 31, 2024			December 31, 2023		Rate	Conversion Price
			Principal Balance			Principal Balance
Convertible notes payable
Notes payable, Face Value	03/18/24	03/18/25	$	50,000		$	-	6.00%	$0.002
Notes payable, Face Value	03/28/24	03/28/25		100,000			-	6.00%	0.002
Total				150,000			-
Less unamortized discounts				(10,526	)		-
Balance convertible notes payable			$	139,476		$	-

	Issue Date	Maturity Date	December 31, 2024			December 31, 2023		Rate	Conversion Price
			Principal Balance			Principal Balance
Convertible notes payable - related parties
Notes payable, Face Value	12/11/24	06/11/25	$	15,000		$	-	6.00%	$0.0025
Balance convertible notes payable – related parties			$	15,000		$	-

	Issue Date	Maturity Date	December 31, 2024			December 31, 2023		Rate	Conversion Price
			Principal Balance			Principal Balance
Convertible notes payable - in default
Notes payable, Face Value	08/28/09	11/01/09	$	4,300		$	4,300	10.00%	$0.0150
Notes payable, Face Value	11/20/12	05/20/13		50,000			50,000	6.00%	0.0050
Notes payable, Face Value	01/19/13	07/30/13		5,000			5,000	6.00%	0.0040
Notes payable, Face Value	02/11/13	08/11/13		9,000			9,000	6.00%	0.0060
Notes payable, Face Value	09/25/13	03/25/14		10,000			10,000	6.00%	0.0125
Notes payable, Face Value	10/04/13	04/04/14		50,000			50,000	6.00%	0.0125
Notes payable, Face Value	05/15/14	11/15/14		40,000			40,000	6.00%	0.0070
Notes payable, Face Value	09/18/15	03/18/16		25,000			25,000	6.00%	0.0020
Notes payable, Face Value	07/19/16	07/19/17		4,000			4,000	6.00%	0.0015
Notes payable, Face Value	02/06/18	11/07/18		6,000			6,000	6.00%	0.0006
Notes payable, Face Value	03/06/18	09/06/18		6,000			6,000	6.00%	0.0006
Notes payable, Face Value	01/03/19	07/03/19		1,000			1,000	6.00%	0.0010
Notes payable, Face Value	09/04/19	03/04/20		25,000			25,000	6.00%	0.0030
Notes payable, Face Value	09/18/23	10/18/23		-			120,000	6.00%	0.0020
Balance convertible notes payable - in default			$	235,300		$	355,300

	Issue Date	Maturity Date	December 31, 2024		December 31, 2023		Rate	Conversion Price
			Principal Balance		Principal Balance
Convertible notes payable - related parties, in default
Notes payable, Face Value	01/09/09	01/09/10	$	10,000	$	10,000	10.00%	$0.0150
Notes payable, Face Value	01/25/10	01/25/11		6,000		6,000	6.00%	0.0050
Notes payable, Face Value	01/18/12	07/18/12		50,000		50,000	8.00%	0.0040
Notes payable, Face Value	01/19/13	07/30/13		15,000		15,000	6.00%	0.0040
Notes payable, Face Value	07/26/13	01/26/14		10,000		10,000	6.00%	0.0100
Notes payable, Face Value	01/17/14	07/17/14		31,500		31,500	6.00%	0.0060
Notes payable, Face Value	05/27/14	11/27/14		7,000		7,000	6.00%	0.0070
Notes payable, Face Value	07/21/14	01/25/15		17,000		17,000	6.00%	0.0080
Notes payable, Face Value	10/16/14	04/16/15		21,000		21,000	6.00%	0.0045
Notes payable, Face Value	07/14/15	01/14/16		9,000		9,000	6.00%	0.0030
Notes payable, Face Value	01/12/16	07/12/16		5,000		5,000	6.00%	0.0020
Notes payable, Face Value	05/10/16	11/10/16		5,000		5,000	6.00%	0.0005
Notes payable, Face Value	05/10/16	11/10/16		5,000		5,000	6.00%	0.0005
Notes payable, Face Value	05/20/16	11/20/16		5,000		5,000	6.00%	0.0005
Notes payable, Face Value	07/12/16	01/12/17		2,400		2,400	6.00%	0.0006
Notes payable, Face Value	01/26/17	03/12/17		5,000		5,000	6.00%	0.0005
Notes payable, Face Value	02/14/17	08/14/17		25,000		25,000	6.00%	0.0008
Notes payable, Face Value	08/16/17	09/16/17		3,000		3,000	6.00%	0.0008
Notes payable, Face Value	01/09/18	01/09/19		12,000		12,000	6.00%	0.0006
Notes payable, Face Value	03/14/18	05/14/18		25,000		25,000	6.00%	0.0007
Notes payable, Face Value	04/04/18	06/04/18		3,000		3,000	6.00%	0.0007
Notes payable, Face Value	04/11/18	06/11/18		25,000		25,000	6.00%	0.0007
Notes payable, Face Value	05/08/18	07/08/18		25,000		25,000	6.00%	0.0007
Notes payable, Face Value	05/30/18	08/30/18		25,000		25,000	6.00%	0.0007
Notes payable, Face Value	06/12/18	09/12/18		3,000		3,000	6.00%	0.0007
Notes payable, Face Value	06/20/18	09/12/18		500		500	6.00%	0.0007
Notes payable, Face Value	08/27/18	02/27/19		2,000		2,000	6.00%	0.0007
Notes payable, Face Value	10/02/18	04/02/19		1,000		1,000	6.00%	0.0008
Notes payable, Face Value	10/23/18	04/23/19		4,200		4,200	6.00%	0.0007
Notes payable, Face Value	11/07/18	05/07/19		2,000		2,000	6.00%	0.0008
Notes payable, Face Value	11/14/18	05/14/19		8,000		8,000	6.00%	0.0008
Notes payable, Face Value	01/08/19	07/08/19		7,000		7,000	6.00%	0.0008
Notes payable, Face Value	04/25/19	10/23/19		20,000		20,000	6.00%	0.0040
Notes payable, Face Value	06/07/19	12/07/19		5,100		5,100	6.00%	0.0030
Notes payable, Face Value	09/17/19	04/17/20		12,000		12,000	6.00%	0.0030
Notes payable, Face Value	11/12/19	05/12/20		25,000		25,000	6.00%	0.0025
Notes payable, Face Value	11/26/19	05/26/20		25,200		25,200	6.00%	0.0030
Notes payable, Face Value	12/03/19	06/03/20		15,000		15,000	6.00%	0.0030
Notes payable, Face Value	01/07/20	06/20/20		51,000		51,000	6.00%	0.0030
Notes payable, Face Value	08/06/20	02/06/21		25,200		25,200	6.00%	0.0035
Notes payable, Face Value	08/06/20	02/06/21		35,000		35,000	6.00%	0.0035
Notes payable, Face Value	08/14/20	02/14/21		50,400		50,400	6.00%	0.0035
Notes payable, Face Value	10/31/21	04/13/22		3,000		3,000	2.00%	0.0020
Notes payable, Face Value	11/10/21	05/10/22		3,000		3,000	2.00%	0.0020
Notes payable, Face Value	07/06/22	01/06/23		20,000		20,000	6.00%	0.0015
Notes payable, Face Value	07/29/22	01/28/23		10,000		10,000	6.00%	0.0020
Notes payable, Face Value	08/04/22	02/04/23		10,000		10,000	6.00%	0.0020
Notes payable, Face Value	07/24/23	09/24/23		5,000		5,000	1.00%	0.00175
Notes payable, Face Value	08/02/23	10/01/23		-		100,000	6.00%	0.0020

Balance convertible notes payable - related parties, in default			$	689,500	$	789,500

Balance all convertible notes payable			$	1,079,276	$	1,144,800

Notes Payable

The following tables reflect the notes payable at December 31, 2024 and 2023:

Schedule of Notes Payable

	Issue Date	Maturity Date	December 31, 2024		December 31, 2023			Rate
			Principal Balance		Principal Balance
Notes payable
Notes payable, Face Value	11/10/23	05/10/25	$	500,000	$	500,000		6.00%
Notes payable, Face Value	02/28/24	02/28/25		350,000		-		6.00%
Notes payable, Face Value	04/01/24	04/01/25		150,000		-		6.00%
Total				1,000,000		500,000
Less unamortized discounts				-		(95,214	)
Balance notes payable			$	1,000,000	$	404,786

	Issue Date	Maturity Date	December 31, 2024		December 31, 2023			Rate
			Principal Balance		Principal Balance
Notes payable - in default
Notes payable, Face Value	04/27/11	04/27/12	$	5,000	$	5,000		6.00%
Notes payable, Face Value	12/14/17	12/14/18		2,000		2,000		6.00%
Notes payable, Face Value	11/29/17	11/29/19		105,000		105,000		2.06%
Balance notes payable – default			$	112,000	$	112,000

	Issue Date	Maturity Date	December 31, 2024		December 31, 2023			Rate
			Principal Balance		Principal Balance
Notes payable - related parties, in default
Notes payable, Face Value	02/24/10	02/24/11	$	7,500	$	7,500		6.00%
Notes payable, Face Value	10/06/15	11/15/15		10,000		10,000		6.00%
Notes payable, Face Value	02/08/18	04/09/18		1,000		1,000		6.00%
Balance notes payable - related parties, in default			$	18,500	$	18,500

Balance all notes payable			$	1,130,500	$	535,286

Terms of Related Party Convertible Notes Payable and Related Party Notes Payable

The Company’s related party convertible notes payable and related party notes payable may contain terms that are not indicative of the terms that would normally be agreeable to non related third parties.

New Convertible Notes Payable Issued During the Years Ended December 31, 2024 and 2023

During the year ended December 31, 2024, the Company entered into the following Convertible Notes Payable and Notes Payable Agreements:

In February 2024, the Company drew down the second round of funding under a promissory note agreement dated November 10, 2023 in the amount of up to $1,000,000. This note pays interest at a rate of 6% per annum. The lender advanced $350,000 in February 2024. Per the note agreement, the $350,000 received in February 2024 is due on February 28, 2025.

In March of 2024, the Company entered into a convertible promissory note agreement in the amount of $50,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before March 18, 2025. The lender received 1,000,000 shares of the Company’s restricted common stock as a financing fee for providing the loan, which was recorded based on the relative fair value on the date of issuance in the amount of $14,571. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate that of $0.002 per share.

In March of 2024, the Company entered into a convertible promissory note agreement in the amount of $100,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before March 28, 2025. The lender received 1,500,000 shares of the Company’s restricted common stock as a financing fee for providing the loan, which was recorded based on the relative fair value on the date of the issuance in the amount $31,259. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate that of $0.002 per share. variable.

In April 2024, the Company drew down the second round of funding under a promissory note agreement dated November 10, 2023 in the amount of up to $1,000,000. This note pays interest at a rate of 6% per annum. The lender advanced $150,000 in April 2024. Per the note agreement, the $150,000 received in April 2024 is due on April 1, 2025. The aggregate balance of the note payable at December 31, 2024 and December 31, 2023 is $1,000,000 and $500,000, respectively.

In December of 2024, the Company entered into a convertible promissory note agreement in the amount of $15,000 with a related party. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before June 11, 2025. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0025 per share.

During the year ended December 31, 2023, the Company entered into the following Convertible Notes Payable and Notes Payable Agreements:

In May of 2023, the Company entered into a convertible promissory note agreement in the amount of $50,000 with an individual. This note paid interest at a rate of 6% per annum and the principal and accrued interest was due on or before June 30, 2023. The lender received 1,000,000 shares of the Company’s restricted common stock as a financing fee for providing the loan, which was recorded based on the relative fair value on the date of the issuance in the amount of $3,547. The principal balance and accrued interest of $115 was repaid prior to December 31, 2023. At December 31, 2024 this note was in default.

In July of 2023, the Company entered into a convertible promissory note agreement in the amount of $5,000 with a related party who is a member of the Board of Directors. This note pays interest at a rate of 1% per annum and the principal and accrued interest was due on or before September 24, 2023. The lender received 500,000 shares of the Company’s restricted common stock as a loan origination fee, which was recorded based on the relative fair value on the date of issuance in the amount of $745. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.00175 per share. At December 31, 2024 this note was in default.

In August of 2023, the Company entered into a promissory note agreement in the amount of $100,000 with a related party. This note paid interest at a rate of 6% per annum and the principal and accrued interest is due on or before October 2, 2023. The lender received 2,000,000 shares of the Company’s restricted common stock as a loan origination fee,which was recorded based on the relative fair value on the date of the issuance in the amount of $3,825. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.0020 per share. This note was repaid and the principal balance at December 31, 2024 was $0.

In September of 2023, the Company entered into a convertible promissory note agreement in the amount of $120,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before October 18, 2023. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at a rate of $0.002 per share. This note was converted into shares of the Company’s common stock and the principal balance of the note at December 31, 2024 was $0.

In November 2023, the Company entered into a promissory note agreement in the amount of up to $1,000,000 with an individual. This note pays interest at a rate of 6% per annum and the principal and accrued interest is due on or before November 10, 2024. The lender received 20,000,000 shares of the Company’s restricted common stock as a loan origination fee, which was recorded based on the relative fair value on the date of issuance in the amount of $110,650. The note is unsecured. The lender advanced $500,000 to the Company upon execution of the note agreement and agreed to provide an additional $500,000 upon written request of the Company. The note agreement further states that the Company will repay the amount of the loan balance on the one year anniversary dates from the receipt of the funding. There is no prepayment penalty if the Company repays the note prior to the due date. The term of the first $500,000 advanced to the Company under the note was extended until May 10, 2025 per agreement with the lender.

Repayment of Promissory Note

Period Ended December 31, 2024

During the year ended December 31, 2024, the Company repaid a related party shareholder a total of $102,679 of the principal balance and accrued interest of a convertible note payable. The balance of the related party convertible note was $0 at December 31, 2024.

During the year ended December 31, 2023, the Company repaid a total of $6,000 of the principal of a note payable with an original principal balance of $75,000 that was due on December 14, 2018. The remaining principal balance of the note at December 31, 2023 was $2,000.

Note Conversions

Period Ended December 31, 2024

The Company issued 61,104,658 shares of restricted common stock with a total share value of $274,970 to a limited liability company to settle $122,209 of the principal and accrued interest owed on a convertible note payable that was due on October 18, 2023. The balance of the convertible note was $0 at December 31, 2024.

The Company issued 5,091,402 shares of restricted common stock with a total share value of $44,804 to a related party to settle $12,405 of the accrued interest owed on sixteen convertible notes payable.

During the year ended December 31, 2023 there were no note conversions.

Shareholder Loan

At December 31, 2024 and December 31, 2023, the Company had the following loans outstanding to its CEO in the total amount of $5,000 as follows:

A loan with no due date with a $1,500 remaining balance and an interest rate of 2% and a conversion rate of $0.0005; and

A loan due on September 9, 2022 with a remaining balance of $3,500, and an interest rate of 1%.

Collateralized Promissory Notes

Two convertible notes outstanding with related parties, dated January 9, 2009 and January 18, 2012 are collateralized by Company assets.

Convertible Notes Payable and Notes Payable, in Default

The Company does not have additional sources of debt financing to refinance its convertible notes payable and notes payable that are currently in default. If the Company is unable to obtain additional capital, such lenders may file suit, including suit to foreclose on the assets held as collateral for the obligations arising under the secured notes. If any of the lenders file suit to foreclose on the assets held as collateral, then the Company may be forced to significantly scale back or cease its operations, which would more than likely result in a complete loss of all capital that has been invested in or borrowed by the Company. The fact that the Company is in default of several promissory notes held by various lenders makes investing in the Company or providing any loans to the Company extremely risky with a very high potential for a complete loss of capital.

SEAFARER EXPLORATION CORP 10-K/A