RELATED PARTY

6 Months Ended

Jun. 30, 2024

NOTE 5 - RELATED PARTY

Accounts payable and accrued liabilities – related party

During the six months ended June 30, 2024 and 2023, the Company received $0 and $15,000 in advances and made payments $0 and $0 from a related party, respectively. As of June 30, 2024 and December 31, 2023, the Company had advances from a related party of $31,000 and $31,000, respectively.

Notes payable - related party consist of the following at:

	June 30, 2024			December 31, 2023
Note payable, secured, 5% interest, due on demand	$	19,450		$	19,450
Note payable, secured, 12% interest, due April 26, 2024		60,000			60,000
Note payable, secured, 12% interest, due April 30, 2026		122,500			122,500
Note payable, secured, 18% interest, due July 25, 2024		40,000			40,000
Notes payable, secured, 18% interest, due August 31, 2025		125,000			125,000
Total notes payable - related party	$	366,950		$	366,950
Less current portion		(119,450	)		(241,950	)
Total notes payable - related party - long term	$	247,500		$	125,000

During the six months ended June 30, 2024, the Company received $0 under a note payable from a director of the Company. As of June 30, 2024 and December 31, 2023, the Company had one note payable due to a director of the Company in the amount of $19,450. The note has an interest rate of 5% and is due on demand.

As of June 30, 2024 and December 31, 2023, the Company had one note payable due to an officer of the Company in the amount of $60,000. The note has an interest rate of 12% and is due April 26, 2024.

On April 30, 2021, the Company entered into a $150,000, 12% grid note payable with a Company controlled by the CEO that is due upon demand but no later than April 30, 2026. As of June 30, 2024 and December 31, 2023 and 2022, the Company has received advances under the note of $0 and $20,500 and made repayment of $0 and $0, respectively. As of June 30, 2024 and December 31, 2023, the note had a balance of $122,500.

On January 8, 2021, the Company entered into a $125,000, 30% note payable due on June 8, 2021. Under the note the Company must make interest only payments of $3,125 starting on February 10, 2021 and continuing through maturity. On December 31, 2022, the noteholder extended the due date to June 8, 2022 for $1,250. On September 1, 2023, the noteholder sold the ownership of the note to an entity under common ownership of a related party who concurrently amended the terms of the note with the Company to accrue interest at 18% interest and to extend the maturity date of the note to August 31, 2025. As of June 30, 2024 and December 31, 2023, the balance of the note was $125,000.

On July 23, 2023, the Company entered into a $40,000, 12% note payable with an entity under common control of a related party on July 22, 2024. As of June 30, 2024 and December 31, 2023, the balance on this note was $40,000.

Interest expense associated with the related party notes for the six months ended June 30, 2024 and 2023 was $68,295 and $13,347 respectively.

Convertible notes payable - related party consist of the following at:

	June 30, 2024			December 31, 2023
Convertible note payable, 8% interest, due December 2024	$	2,299,023		$	2,205,623
Convertible note payable, 12% interest, due December 2023		-			400,000
Convertible note payable, 12% interest, due December 2024		-			150,000
Convertible note payable, 12% interest, due December 2024		-			85,000
Convertible note payable, 12% interest, due March 2025		250,000			-
Total convertible notes payable - related party	$	2,549,023		$	2,840,623
Less current portion		(2,549,023	)		(2,840,623	)
Total convertible notes payable - related party - long-term	$	-		$	-

On September 1, 2022, the Company entered into a $2,500,000 8% convertible grid note with Notation Labs, Inc, a company commonly controlled by a director of the Company. The note is due on December 31, 2024 and is convertible at a rate of $0.80 per share. During the year ending December 31, 2023, the Company received $1,190,853 in advances from the note and made payments of $479,160 on the note. During the six months ending June 30, 2024, the Company received $515,000 in advances from the note and made payments of $421,600 on the note. As of June 30, 2024 and December 31, 2023, the balance of the note was $2,299,023 and $2,205,623, respectively.

On July 26, 2022, the Company issued a $400,000 12% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on December 15, 2023 and is convertible into shares of the Company’s common stock at a rate of $0.08 per share. On April 4, 2024, the Company issued 24,063,562 shares of common stock for the conversion of $400,000 principal and $81,271 accrued interest at $0.45 per share. As of June 30, 2024 and December 31, 2023, the balance of the note was $0 and $400,000, respectively.

On June 15, 2023, the Company issued a $150,000 12% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on December 31, 2024 and is convertible into shares of the Company’s common stock at a rate of $0.02 per share. On April 4, 2024, the Company issued 8,224,932 shares of common stock for the conversion of $150,000 principal and $15,090 accrued interest at $0.45 per share. As of June 30, 2024 and December 31, 2023, the balance of the note was $0 and $150,000, respectively.

On July 25, 2023, the Company issued a $85,000 12% convertible promissory note to a company commonly controlled by a shareholder of the Company. The note is due on December 31, 2024 and is convertible into shares of the Company’s common stock at a rate of $0.02 per share. On April 4, 2024, the Company issued 4,604,904 shares of common stock for the conversion of $85,000 principal and $7,098 accrued interest at $0.45 per share. As of June 30, 2024 and December 31, 2023, the balance of the note was $0 and $85,000, respectively.

On March 25, 2024, the Company issued a $250,000 12% convertible promissory note to a trust controlled by a shareholder of the Company. The note is due on March 25, 2025 and is convertible into shares of the Company’s common stock at a rate of $0.05 per share. As of June 30, 2024 and December 31, 2023, the balance of the note was $250,000 and $0, respectively.

Interest expense on all of the above convertible notes for the six months ended June 30, 2024 and 2023 was $113,714 and $122,911, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Trutankless, Inc. 10-Q