Notes Payable | Note 4 – Notes Payable Notes payable consisted of the following: September 30, 2023 December 31, 2022 Unsecured (a) Notes payable - in default $ 1,639,000 $ 1,639,000 (b) Notes payable issued by BlockSafe - in default 286,000 286,000 (c) Note payable - SBA EID 143,000 149,000 Secured (d) Note payable – October 2022 in default 1,000,000 1,000,000 (e) Notes payable - in default 6,000 6,000 (f) Notes payable – July 2022 79,000 211,000 (g) Advances on future receipts 275,000 Total notes payable principal outstanding 3,428,000 3,291,000 Less debt discount (51,000 ) (323,000 ) Total notes payable 3,377,000 2,968,000 Less current portion of notes payable, net of discount (3,235,000 ) (2,826,000 ) Long term notes payable $ 142,000 $ 142,000 (a) In previous years, the Company issued notes payable in exchange for cash. The notes are unsecured, bear interest at a rate of 8% through 14% per annum and matured starting in fiscal 2011 up to November 2021. At September 30, 2023 and December 31, 2022, the outstanding balance of the notes payable was $1,639,000, respectively, and are past due and in default. (b) In 2018, the Company’s consolidated subsidiary BlockSafe, issued promissory notes in exchange for cash. The notes are unsecured, bearing interest at a rate of 8% per annum, and matured in September 2019. At September 30, 2023 and December 31, 2022 the outstanding balance of the BlockSafe notes payable amounted to $286,000, and are past due and in default. (c) On May 15, 2020, the Company received a $150,000 loan (the “EID Loan”) from the Small Business Administration (SBA) under the SBA’s Economic Injury Disaster Loan program. The EID Loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments of $250 per month were deferred for twenty-four months and commenced in June 2022. The EID Loan may be prepaid at any time prior to maturity with no prepayment penalties. The proceeds from the EID Loan must be used for working capital. The EID Loan contains customary events of default and other provisions customary for a loan of this type. As of December 31, 2022, the outstanding balance of the EID loan amounted to $149,000. During the nine months ended September 30, 2023, the Company made principal payments of $6,000. At September 30, 2023, the outstanding balance of the EID loan amounted to $143,000. The Company was in compliance with the terms of the EID loan as of September 30, 2023. (d) On October 26, 2022, the Company entered into a Securities Purchase Agreement with Walleye Opportunities Master Fund Ltd., a Cayman Islands company (“Walleye”), whereby Walleye purchased a promissory note of the Company, in the aggregate principal amount of One Million Dollars ($1,000,000) (the “Note”), which is convertible by Walleye into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) upon an Event of Default . The Company received $800,000 in cash, which represented the principal of $1,000,000 less an original issue discount in the amount of $200,000 paid to Walleye. Walleye received a seven (7) month note, with no interest and, only in the event of a default (after the Maturity Date) of twelve percent (12%) per annum. The Company shall have the right, exercisable on seven (7) Trading Days prior written notice to Walleye, to prepay the outstanding Principal Amount then due under this Note prior to any default. Walleye may demand immediate repayment in the event of certain events, including a financing event. In the event of default, Walleye shall have, as of and after any event of default, the option to cover the outstanding obligation of the Note at 90% of the lowest VWAP of the Common Stock on the date of the applicable conversion (the “Conversion Date”) or at any point during the four (4) Trading Day period immediately prior to the date of the applicable conversion. In addition, on the Closing Date, Walleye received a five year Fifty Million (50,000,000) common stock purchase warrants, exercisable at $0.0045 per share which shall be earned in full as of the Closing Date of October 26, 2022. The common stock purchase warrant has a cashless exercise provision (unless there is a registration statement registering the underlying shares to the common stock purchase warrants). As a result of these issuances and grants, the Company incurred the following (a) relative fair value of the warrants granted of $260,000; and (b) original issue discounts of $200,000 of the debentures for a total of $460,000 which was allocated as debt discount. The debt discount is being amortized to interest expense over the term of the corresponding debentures. From October 26, 2022 until the Note is extinguished in its entirety, Walleye shall receive a right of participation and first right of refusal on subsequent financings as described in the Agreement. On October 26, 2022, through a Security Agreement of the same date, the Company’s Subsidiaries (specifically BlockSafe Technologies, Inc. and Cyber Security Risk Solutions, LLC) agreed to guarantee and act as surety for payment of the Note. As of December 31, 2022, outstanding balance of the note payable amounted to $1,000,000 and the unamortized debt discount was $323,000. On May 26, 2023, the Walleye note payable matured and became past due. Pursuant to the note agreement, the Company recorded penalty interest of $200,000 and started accruing interest at a rate of 12% per annum. In addition, the Walleye note payable also became convertible to common stock at the option of the noteholder based upon a discounted conversion price equal to 90% of the lowest 4 day VWAP of the Company’s stock price. As the ultimate determination of shares of common stock to be issued upon conversion of this debenture may exceed the current number of available authorized shares, the Company determined that the conversion features of this debenture is not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as a derivative liability (see Note 8). As such, the Company recorded interest expense of $852,000 to account for the derivative liability recognized upon default of this note payable. As a result of the default of the Walleye note payable in May 2023, the Company recognized penalty interest expense totaling $1,052,000. In addition, the Company expensed the entire unamortized debt discount of $323,000 during period ended September 30, 2023. As September 30, 2023, outstanding balance of the note payable amounted to $1,000,000 (e) In fiscal 2019 and 2020, the Company issued notes payable aggregating $468,000. The notes bear interest at a rate starting from 8% to 37% per annum, each agreement secured by substantially all of the assets of the Company, matured between March 2020 and July 2021. At September 30, 2023 and December 31, 2022, the outstanding balance of the secured notes payable was $6,000 and $6,000, respectively, and is in default. (f) In July 2022, the Company issued notes payable aggregating $275,000. The notes bear an average interest rate of 51% per annum, each agreement secured by substantially all of the assets of the Company and maturing in January 2024. At December 31, 2022, the outstanding balance of the secured notes payable was $211,000. During the nine months ended September 30, 2023, the Company made principal payments of $132,000. At September 30, 2023, the outstanding balance of the secured notes payable was $79,000. (g) During the nine months ended September 30, 2023, the Company executed agreements with financing companies and sold future receipts totaling $473,000 in exchange for cash $324,000. Under the terms of the agreements, the Company is obligated to pay these financing companies approximately $8,000 on a daily basis until the advances have been paid in full. The term future receipts mean cash, check, ACH, credit card, debit card, bank card, charged card or other form of monetary payment. These agreements mature on various dates starting from June 2023 to February 2024 and are personally guaranteed by the Company’s CEO. The Company accounted for these advances on future receipts as a “liability” pursuant to ASC 470-10-25-2. As a result, the Company recorded a liability of $473,000 which is equal to the future receipts sold. In addition, the Company also recorded a debt discount of $150,000 to account for the difference between the future receipts sold and cash received and other direct fees incurred. The debt discount is being amortized to interest expense over the term of the agreement. During the nine months ended September 30, 2023, the Company paid the financing companies a total of $198,000 and recorded debt discount amortization of $99,000. As of September 30, 2023, outstanding balance of the advances amounted to $275,000 with unamortized debt discount of $51,000, or a net balance of $224,000. |