Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Related Party Transactions

Note 3. Related Party Transactions

Convertible notes payable - related parties

During the year ended December 31, 2022, Brian Thom, the Company’s Chief Executive Officer, converted $372,000 of a loan payable balance to a convertible note payable.  The unpaid accrued interest on the loan payable was transferred to the convertible note payable. The note has an interest rate of 10%, an original issue discount (“OID”) of 7% and has a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share.  In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share.  The Company recorded $28,000 of a debt discount related to the OID. As of June 30, 2023 and December 31, 2022, the remaining unamortized debt discount was $7,578 and $16,998, respectively.  Accrued interest associated with the note was $55,592 and $33,897 as of June 30, 2023 and December 31, 2022, respectively.

During the year ended December 31, 2022, Robert Denser, a Director of the Company, loaned the Company $93,000 through a convertible note.  The note has an interest rate of 10%, an OID of 7% and has a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share.  In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $7,000 of a debt discount related to the OID. As of June 30, 2023 and December 31, 2022, the remaining unamortized debt discount was $2,201 and $4,671, respectively. Accrued interest associated with the note was $9,236 and $4,034 as of June 30, 2023 and December 31, 2022, respectively.

Interest expense – related party on the above convertible notes payable was $19,426 (including $5,978 of debt discount amortization related to the OID) and $0 during the three months ended June 30, 2023 and 2022, respectively. Interest expense was $38,786 (including $11,890 of debt discount amortization related to the OID) and $0 during the six months ended June 30, 2023 and 2022, respectively. Accrued interest – related party due to these convertible notes was $64,828 and $37,931, as of June 30, 2023 and December 31, 2022, respectively.

Loans payable – related parties

During the year ended December 31, 2022, Kristofer Heaton, the Principal Financial Officer, loaned the Company $4,000 to pay for operating expenses. As of June 30, 2023 and December 31, 2022, $4,000 in principal was owed on the loan payable. The loan has an interest rate of 10% and is due on demand.

Interest expense – related party on the above loans was $106 and $0 during the three months ended June 30, 2023 and 2022, respectively. Interest expense was $212 and $0 during the six months ended June 30, 2023 and 2022, respectively. Accrued interest – related party as of June 30, 2023 and December 31, 2022 was $436 and $224, respectively.

Accrued liabilities – related parties

As of June 30, 2023 and December 31, 2022, $108,776 and $127,500 of accrued compensation and reimbursable expenses was due to the Company’s officers and management, respectively.

Equity transactions

During the six months ended June 30, 2023, the Company issued 1,204,688 shares of common stock with a fair value of $271,031 to its officers and management for $218,250 of accrued compensation (see Note 6).