CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

6 Months Ended

Jun. 30, 2025

Convertible Notes Payable And Notes Payable

CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

NOTE 5 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

Upon inception, the Company evaluates each financial instrument to determine whether it meets the definition of “conventional convertible” debt under ASC 470.

Convertible Notes Payable

The following tables reflect the convertible notes payable at June 30, 2025 and December 31, 2024:

	Issue Date	Maturity Date	June 30, 2025		December 31, 2024			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	June 30, 2025		December 31, 2024			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
Notes payable, Face Value	06/24/25	07/24/25		15,000		-		6.00%		0.002
Total				15,000		150,000
Less unamortized discounts				-		(10,524	)
Balance convertible notes payable			$	15,000	$	139,476

	Issue Date	Maturity Date	June 30, 2025		December 31, 2024			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	03/18/24	03/18/25		50,000		-		6.00%		0.0020
Notes payable, Face Value	03/28/24	03/28/25		100,000		-		6.00%		0.0020
Balance convertible notes payable - in default			$	385,300	$	235,300

	Issue Date	Maturity Date	June 30, 2025		December 31, 2024		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	12/23/19		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	10/13/21	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	12/11/24	06/11/25		15,000		-	6.00%		0.0025

Balance convertible notes payable - related parties, in default			$	704,500	$	689,500

Balance all convertible notes payable			$	1,104,800	$	1,079,276

Notes Payable

The following tables reflect the notes payable at June 30, 2025 and December 31, 2024:

Schedule of Notes Payable

	Issue Date	Maturity Date		June 30, 2025		December 31, 2024		Rate
				Principal Balance		Principal Balance
Notes payable
Notes payable, Face Value	11/10/23	05/10/25	^*	$	-	$	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

Balance notes payable				$	-	$	1,000,000

	Issue Date	Maturity Date		June 30, 2025		December 31, 2024		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%
Notes payable, Face Value	11/10/23	05/10/25	^*		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%
Balance notes payable – default				$	1,112,000	$	112,000

	Issue Date	Maturity Date		June 30, 2025		December 31, 2024		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	$	1,130,500

The Company and the lender agreed to extend the maturity date of this note, which was originally due on 11/10/24, for six months from the original due date.

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 not normally be agreeable to non related third parties.

New Convertible Notes Payable Issued During the Six Month Periods Ended June 30, 2025 and 2024

During the six month period ended June 30, 2025 the Company entered into the following convertible notes payable agreements:

In June of 2025, the Company entered into a convertible promissory note agreement in the amount of $15,000 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 July 24, 2025. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at $0.002 per share.

During the six month period ended June 30, 2024 Company 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 was due on February 27, 2025. The aggregate balance of the note payable at June 30, 2025 and December 31, 2024 is $1,000,000. At June 30, 2025 this note was in default.

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 was 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. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at $0.002 per share. At June 30, 2025 this note was in default.

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. The note is unsecured and is convertible at the lender’s option into shares of the Company’s common stock at $0.002 per share. At June 30, 2025 this note was in default.

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 was due on April 1, 2025. The aggregate balance of the note payable at June 30, 2025 and December 31, 2024 is $1,000,000.

Repayments of Notes Payable

The Company did not repay any of its notes payable during the six month period ended June 30, 2025.

During the six month period ended June 30, 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.

Note Conversions

Period Ended June 30, 2025.

The Company issued 5,352,521 shares of restricted common stock with a total share value of $13,041 to a related party to settle $13,041 of the accrued interest owed on sixteen convertible notes payable.

Period Ended June 30, 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 Company issued 5,091,424 shares of restricted common stock with a total share value of $44,804 to a limited related party to settle $12,405 of the accrued interest owed on sixteen convertible notes payable.

Shareholder Loan

At June 30, 2025 and December 31, 2024, 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. The Company’s convertible notes payable and notes payable in default represent a very significant risk to the viability of the Company.

SEAFARER EXPLORATION CORP 10-Q/A