Convertible Notes Payable | Note 6. Convertible Notes Payable Convertible notes payable at March 31, 2022 and December 31, 2021, consist of the following: Schedule of Convertible Notes Payable March 31, December 31, Note 1 – Accredited investors $ - $ 25,000 Note 2 – Shareholder 100,000 100,000 Note 3 – Mercer Note 756,000 756,000 Total 856,000 881,000 Debt discount and issuance costs (142,046 ) (238,896 ) Total convertible notes payable 713,954 642,104 Less: current portion 613,954 542,104 Non-current portion $ 100,000 $ 100,000 Note 1 – Effective December 23, 2020, the Company issued a Convertible Promissory Note in the principal amount of $ 25,000 to a shareholder (Note 1). This Note was issued under a subscription agreement dated September 25, 2020 . As of March 31, 2022 and December 31, 2021, this note had $ 0 and $ 2,555 , respectively, of accrued interest. On February 23, 2022 the shareholder the outstanding principal of $ 25,000 along with accrued interest into 59,415 shares of common stock at a price of $ 0.47 per share . Additionally, the shareholder received warrants exercisable for two years to purchase 14,854 common shares at $ 0.705 per share. Note 2 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 to a shareholder (Note 2). The Note bears interest at the rate of 10 % per annum and matures on September 30, 2022 (the “Maturity Date”) at which date all outstanding principal and accrued and unpaid interest are due and payable. The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at a conversion price equal to the greater of a 25% discount to the 15-day average market price of the Company’s common stock or $0.50. The principal and interest accrued are convertible at any time through the maturity date of September 30, 2022 at the option of the holder using the same conversion calculation . As of March 31, 2022 and December 31, 2021, this note had $ 8,986 and $ 6,521 , respectively, of accrued interest. Note 3 – Effective August 10, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued to the investor an Original Issue Discount Secured Convertible Promissory Note (the “Note”) in the principal amount of $ 806,000 930,000 750,000 The principal amount of the Note and all interest accrued thereon is payable on August 10, 2022, and are secured by a lien on substantially all of the Company’s assets. The Note provides for interest at the rate of 5 0.65 0.65 0.65 On November 11, 2021, Mercer Street Global Opportunity Fund, LLC, converted $ 50,000 of the principal amount of the $ 806,000 Secured Convertible Promissory Note issued August 10, 2021, into 76,923 shares of the Company’s common stock at a price of $ 0.65 per share. The 930,000 Warrants are initially exercisable for a period of three years at a price of $ 1.25 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided in the Registration Rights Agreement. The Warrants may be exercised by means of a “cashless exercise” if at any time the shares issuable upon exercise of the Warrant are not covered by an effective registration statement. The Company accounts for the allocation of its issuance costs to its Warrants in accordance with ASC 470-20, Debt with Conversion and Other Options The Company estimated the fair value of the Warrants utilizing the Black-Scholes pricing model, which is dependent upon several assumptions such as the expected term of the Warrants, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants. The value allocated to the relative fair value of the Warrants was recorded as debt issuance costs and additional paid in capital. The principal, net of the original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, which are being recognized over the life of the Note, along with associated interest, is recorded with current liabilities on the Company’s condensed consolidated balance sheets. As of March 31, 2022, this Note had $ 24,767 of accrued interest, total unamortized debt issuance costs of $ 121,794 , including the Warrant value, and the remaining discount of $ 20,252 . As of December 31, 2021, this note had $ 15,446 of accrued interest, total unamortized debt issuance costs of $ 204,835 , including the Warrant value, and the remaining discount of $ 34,060 . |