NOTES PAYABLE | NOTE 4. In April 2020, the Company received $39,500 in payroll protection program loans (“PPP”). These loans provide for certain funding based on previous employment which in part may be forgivable under certain conditions. No payment is due during the deferral period which ends the earlier of the date of SBA forgiveness or ten months after the last day of the covered period. The remaining portion needs to be repaid over two years and carries a 1% annual interest rate. These loans require no collateral nor personal guarantees. The loan was forgiven in its entirety in February 2021 and has been included in other income in the accompanying statement of operations. Related Party Notes Payable On December 1, 2021, the Company entered into a settlement agreement with the related party to repay the then remaining balance of $231,500 plus $18,370 in accrued interest. Under the terms of the agreement, the total is to be settled in cash of $125,620 divided into two payments and 2,000,000 shares of Company common stock at a conversion price of $0.062 per share. Cash payments totaling $158,875, were made in 2021, with the remaining principal balance of $57,875 paid in January 2022. Interest expense totaled $0 and $7,561 for the three months ended September 30, 2022 and 2021, respectively. Interest expense totaled $78 and $14,182 for the nine months ended September 30, 2022 and 2021, respectively. Convertible Promissory Notes We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method of transition. This resulted in an increase in convertible promissory notes of $379,355, by eliminating remaining debt discount related to beneficial conversion features on outstanding notes as of January 1, 2022. See Note 2. On September 3, 2021, the Company entered into a forbearance agreement with one of its lenders. As additional consideration for entering into the forbearance agreement, the Company has agreed to issue the lender the number of shares equal to $100,000 on January 15, 2022 at a 25% discount based upon the previous 15-day average closing price. Effective after January 15, 2022, if the Company enters into an agreement with a third-party investor for consideration per share less than the $0.50 fixed price per share of the notes, the Company agrees to amend and restate the notes to reduce the conversion price. On January 20, 2022, the conversion price was reset to $0.025 for the remaining outstanding notes. The terms of the forbearance agreement have been treated as a modification to the existing notes and are being amortized over the remaining term of the notes. Amortization of $80,000 related to the stock consideration has been recorded in 2021 as interest expense. On March 25, 2022, the Company amended the forbearance agreement. Under the amendment, the maturity dates of the outstanding notes were changed to October 1, 2022. In addition, the Company will issue 8,000,000 shares of its common stock at a fair market value of $0.0357 per share based on the quoted stock price as of the amendment date, 4,000,000 which is in lieu of the discounted shares equal to $100,000 stated in the original agreement. The Company will also make six monthly payments of $30,000. The Company made a good faith payment of $30,000 in February 2022 and its first payment under the amendment in March 2022. The terms of the forbearance agreement have been accounted for as an extinguishment of debt resulting in a loss of $205,600 which has been recorded as other expense in the accompanying statement of operations. In June 2022, the Company entered into a settlement agreement with the above lender to convert the outstanding convertible notes payable of $617,353 and accrued interest of $51,017 into 26,734,801 restricted shares of the Company’s common stock at a price of $0.025 per share as dictated by the terms of the notes. Under the terms of the settlement agreement, the number of shares of common stock to be issued under the earlier forbearance agreement was reduced to 4,000,000 and recorded as a reduction of $142,800 in the extinguishment of debt resulting in a total loss for the nine months ended September 30, 2022 of $62,800. If, upon the one-year anniversary of the effective date, the lender and its designees have beneficial ownership over the settlement payment shares, and the closing price of the Company’s common stock as reported on the OTC Markets is less than $0.025 per share, then for a period of thirty (30) days after the one-year anniversary, the lender and its designees shall have the right to elect, and the Company shall have the obligation, to issue additional shares to the lender and its designees. If, for a period of two years from the effective date, the Company issues, sells or grants any option to purchase, or sells or otherwise disposes of, or sells or issues any common stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock at an effective price per share less than $0.025 (such lower price a “Dilutive Issuance”), then the price per share used to calculate the settlement payment shares shall be reduced to the lower price. Convertible promissory notes issued to an investor in September 2022, resulted in a recalculation of the number of shares originally issued as the settlement payment. Additional shares totaling 17,823,171 are to be issued and have been accounted for as an extinguishment of debt resulting in a loss of $415,000 which has been recorded as other expense in the accompanying statement of operations and as an accrued expense in the accompanying balance sheet. In April 2022, the Company entered into an agreement with one of its lenders to push back the allowable conversion date of a convertible note payable totaling $500,000. In conjunction with the agreement, the Company issued the lender 2,500,000 warrants at an exercise price of $0.025 and with a 5-year During the nine months ended September 30, 2022, the Company issued convertible promissory notes to certain investors totaling $1,859,480 with net proceeds of $1,545,140. Original issue discount totaling $185,580, loan costs totaling $128,760 and the fair value of warrants issued or to be issued to third party advisors of $110,552 have been recorded as a discount on the notes. The notes accrue interest at 12% per annum and have initial conversion prices of $0.015-$0.025 subject to adjustment and mature nine months to one year from issuance. As additional consideration for the financings, the Company issued the lenders three three During the nine months ended September 30, 2022, lenders converted principal totaling $106,000 plus accrued interest into 6,200,000 shares of common stock. During the nine months ended September 30, 2022, the subsequent issuance of convertible promissory notes with certain terms and warrant exercises triggered a conversion price reset on the pre-existing convertible promissory notes to $0.015 per share. See Note 8. The aggregate of convertible promissory notes is as follows: September 30, December 31, Convertible promissory notes 2022 2021 Principal balance $ 1,977,196 $ 1,534,853 Debt discount balance (592,869) (723,166) Net Notes balance $ 1,384,327 $ 811,687 The Net Notes balance at September 30, 2022 is comprised of the following: Principal Debt Discount Net Pre 2020 $ 50,000 $ — $ 50,000 October 2021 101,475 — 101,475 February 2022 307,500 (59,673) 247,827 March 2022 307,500 (68,855) 238,645 July 2022 138,721 (14,114) 124,607 August 2022 176,000 (73,000) 103,000 September 2022 896,000 (377,227) 518,773 $ 1,977,196 $ (592,869) $ 1,384,327 The Net Notes balance at December 31, 2021 is comprised of the following: Principal Debt Discount Net Pre 2020 $ 50,000 $ — $ 50,000 July 2020 57,500 — 57,500 August 2020 215,000 — 215,000 September 2020 107,500 — 107,500 November 2020 244,853 (20,000) 224,853 December 2020 110,000 (15,000) 95,000 October 2021 750,000 (688,166) 61,834 $ 1,534,853 $ (723,166) $ 811,687 |