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7. CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2021


Convertible Notes Payable consists of the following:	September 30,		December 31,
	2021		2020
$40,000 face value 9% secured notes payable to investors, due in 2015. At the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s common stock a discount of 90% of the current share price after the first anniversary of the note. The notes are secured by the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $28,703. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.		40,000		40,000
Original issue discount		—		—
Unamortized debt discount		—		—
Total, net of unamortized discount		40,000		40,000

On October 26, 2015 the Company issued a $135,000 face value 9% unsecured notes payable to investors, due October 26, 2017. After the first anniversary of the note, at the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s common stock at a variable conversion price of 90% of the average trading price of the common stock during the five (5) trading day period ending on the latest complete trading day prior to the conversion date.. The notes are secured by the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®. The note has reached maturity and is in default. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. During the three months ended June 30, 2021, the Company made payments of $50,000 on the balance of the note. The fair value of the embedded derivative associated with the payments was $43,305 and was recorded to additional paid in capital. As of September 30, 2021, the fair value of the derivative is $60,994. The Company determined the derivative was immaterial as of December 31, 2020. The note has reached maturity and is now in default, under the notes default provisions the entire balance is now due upon demand. During the nine months ended September 30, 2021, the Company entered into a settlement agreements to settle the note. As part of the settlement an initial payment of $50,000 was made on the principal balance of the note and all interest due through the date of settlement was forgiven. As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $34,320 associated with the settlement and the note had a balance of $85,000 as of September 30, 2021.		85,000		135,000
Unamortized debt discount		—		—
Total, net of unamortized discount		85,000		135,000

On February 17, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $20,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest was due on February 17, 2018. The note is convertible at any time following 90 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 90% of the average five day market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of the Company’s outstanding shares of common stock. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $14,351. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.		20,000		20,000
Unamortized debt discount		—		—
Total, net of unamortized discount		20,000		20,000

On August 11, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $15,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest was due on August 11, 2018. The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. The fair value of the embedded derivative associated with the payments was $10,000 and was recorded to additional paid in capital.  On April 15, 2021, the Company entered into a settlement agreements to settle the note. As part of the settlement an initial payment of $15,000 was made on the principal balance of the note and all interest due through the date of settlement was forgiven. As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $3,832 associated with the settlement of the note. —   15,000

Unamortized debt discount    —   —

Total, net of unamortized discount              — 15,000

On January 27, 2017, the Company entered into a convertible promissory note pursuant to which it borrowed $10,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on January 27, 2019. The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The note has reached maturity and is in default. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $7,176. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand. 10,000 10,000

Unamortized debt discount —   —

Total, net of unamortized discount 10,000 10,000

On June 30, 2019, the Company renegotiated accrued salaries and interest and outstanding convertible notes for a former employee. Under the terms of the agreements, all outstanding notes totaling $224,064, accrued interest of $119,278, accrued salaries of $7,260 and accrued vacation of $1,473 were converted to a promissory note convertible into common stock with a warrant feature. The convertible promissory note is unsecured, due five years from issuance, and bears an interest rate of 10%. At the noteholder’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date.

The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $280,076 as valued under the intrinsic value method. The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $38,201 and $12,731 for the nine months ended September 30, 2021 and 2020, respectively. 352,075 352,075

Unamortized debt discount (165,455 ) (203,476)

Total, net of unamortized discount 186,620 148,599

Total Convertible Notes $ 341,620 $ 368,599

Current portion: 155,000 220,000

Total long-term convertible notes $ 186,620 $ 148,599