Convertible Notes Payable | Note 7. Convertible Notes Payable Convertible notes payable at September 30, 2023 and December 31, 2022, consist of the following: Schedule of Convertible Notes Payable September 30, 2023 December 31, 2022 Note 1 – Shareholder $ 100,000 $ 100,000 Note 2 – Mercer Note 706,000 706,000 Note 3 – Mercer Note #2 440,000 440,000 Total 1,246,000 1,246,000 Debt discount and issuance costs - (84,082 ) Total convertible notes payable 1,246,000 1,161,918 Less: current portion 1,246,000 1,161,918 Non-current portion $ - $ - Note 1 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 10 September 30, 2022 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 December 31, 2023 at the option of the holder using the same conversion calculation 24,000 16,521 Note 2 – 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 was initially payable on August 10, 2022, and is secured by a lien on substantially all of the Company’s assets. The Note provides for interest at the rate of 5 0.65 On November 11, 2021, Mercer Street Global Opportunity Fund, LLC, converted $ 50,000 806,000 76,923 0.65 The 930,000 three years 1.25 As a result of the issuance of a $ 440,000 0.20 806,000 0.20 50,000 806,000 250,000 0.20 On October 17, 2022, and again on July 27, 2023 and November 10, 2023, the Company received notice from the manager of Mercer Fund of its agreement to forebear from the exercise of any rights it might have as a result of any defaults under the $ 806,000 806,000 5 As of September 30, 2023, all original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, have been recognized. The remaining principal balance of $ 706,000 806,000 78,573 0 806,000 52,171 0 Note 3 – Effective July 19, 2022, the Company entered into a Securities Purchase Agreement with Mercer Fund pursuant to which it issued an Original Issue Discount Secured Convertible Promissory Note (the “$440,000 Note”) in the principal amount of $ 440,000 550,000 400,000 The principal amount of the $ 440,000 440,000 5 0.20 440,000 440,000 The $ 440,000 440,000 440,000 440,000 On July 27, 2023 and again on November 10, 2023, the Company received notice from the manager of the Mercer Fund, LLC that it agreed to forebear from exercising any rights it might have as a result of any defaults under the Second OID Note and the related documents between the Company and the Fund, provided that it reserved all of its rights. The 550,000 0.50 440,000 The Registration Rights Agreement requires the Company to file with the Securities and Exchange Commission within 60 days following the closing of the issuance of the $ 440,000 440,000 440,000 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 $ 440,000 440,000 26,219 0 440,000 9,764 61,836 22,247 |