NOTE 7 - NOTES PAYABLE - RELATED PARTY

9 Months Ended

Sep. 30, 2022

Notes

NOTE 7 - NOTES PAYABLE - RELATED PARTY

NOTE 7 – NOTES PAYABLE - RELATED PARTY

Convertible Notes – Related Parties

On June 4, 2021 the Company issued a convertible promissory note for $30,000 to its CEO. The note has an annual interest rate of 8% and is unsecured. The note calls for monthly installment payments of $1,050 commencing on July 4, 2021. The unpaid principal amount of the note and all unpaid accrued interest is due and payable on or before June 4, 2023. The note has a conversion feature, wherein, at the maturity date the lender may convert the remaining

NOTE 7 – NOTES PAYABLE - RELATED PARTY (Continued)

principal balance and any unpaid accrued interest into shares of the Company’s common stock. The number of shares of common stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the remaining unpaid principal balance and any unpaid accrued interest of this note by (ii) 90% of the average closing price of the common stock of the Company, for the five (5) trading days (between days 15 and 10 days) before the maturity date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging.” As the note isn’t convertible until maturity, no derivative liability was recognized as of September 30, 2022.

On June 4, 2021 the Company issued a convertible promissory note for $20,000 to a board member. The note has an annual interest rate of 8% and is unsecured. The principal amount of the note and all accrued interest is due and payable on or before December 4, 2021. On December 14, 2021, the Convertible Promissory Note dated June 4, 2021, in the original principal amount of $20,000, with an original Maturity Date of December 4, 2021, was extended for an additional period of 3 months until March 4, 2022. On March 4, 2022, the Note was extended for an additional period of 3 months until June 4, 2022. On June 4, 2022, the Note was extended for an additional period of 3 months until September 4, 2022. On September 4, 2022, the Note was extended for an additional period of 3 months until December 4, 2022.  The note has a conversion feature, wherein, at the maturity date the lender may convert the remaining principal balance and any unpaid accrued interest into shares of the Company’s common stock. The number of shares of common stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the remaining unpaid principal balance and any unpaid accrued interest of this note by (ii) 90% of the average closing price of the common stock of the Company, for the five (5) trading days (between days 15 and 10 days) before the maturity date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging.” As the note isn’t convertible until maturity, no derivative liability was recognized as of September 30, 2022.

As of September 30, 2022 and December 31, 2021 Convertible Notes – Related Party consisted of the following:

	September 30,			December 31,
	2022			2021
Convertible Note payable, related parties		$	35,680		$	43,916
Less current portion			(35,680)			(31,090)
Total		$	-		$	12,826

Payable – Related Party

On January 19, 2017 the Company issued a promissory note for $15,000 to the Company’s CEO. The note has an annual interest rate of 5% and is unsecured. The principal amount of the note and all accrued interest is due and payable on or before January 19, 2023.

As of September 30, 2022 and December 31, 2021 Notes Payable – Related Party consisted of the following:

	September 30,			December 31,
	2022			2021
Note payable, related party		$	15,000		$	15,000
Total		$	15,000		$	15,000