Quarterly report pursuant to Section 13 or 15(d)

NOTES PAYABLERELATED PARTIES

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NOTES PAYABLERELATED PARTIES
3 Months Ended
Mar. 31, 2023
NOTES PAYABLERELATED PARTIES  
NOTES PAYABLE-RELATED PARTIES

NOTE 10 - NOTES PAYABLE-RELATED PARTIES

 

As of March 31, 2023 and December 31, 2022, the Company had advances from Kent Emry (Chairman of the Company). The balance outstanding as of March 31, 2023 and December 31, 2022 was $1,500.

 

On January 22, 2013, the Company issued an unsecured promissory note payable to Kent Emry (Chairman of the Board) for $200,000 due January 1, 2018, with a stated interest rate of 12% per annum beginning three months from issuance, payable monthly. Principal payments were due starting February 1, 2015 at $6,650 per month. The lender has an option to convert the note to licensing rights for the State of Oregon. The Company currently is in default of the principal and interest. The balance outstanding as of March 31, 2023 and December 31, 2022 was $163,610.

 

On September 9, 2021, the Company issued an unsecured promissory note payable to Kent Emry for $500,000 with principal and interest due June 8, 2022, with a stated interest rate of 25% per annum. The balance outstanding as of March 31, 2023 and December 31, 2022 is $500,000. The interest expense during the three months ended March 31, 2023 and 2022 were $30,822. If the Company fails to make any payment due under the terms of the promissory note, the Company shall issue a warrant to Kent Emry to which the number of common shares that Kent Emry has the right to purchase equals 119,617 common shares. The warrant shall have a term of three years with an exercise price of $4.14 and shall be equitably adjusted to offset the effect of any stock splits and similar events. On June 8, 2022, the Company issued the warrant that entitles Kent Emry to purchase 119,617 common shares due to the loan default. The fair value of the warrant on June 8, 2022 was $214,975, which the Company recognized as interest expense - related party.

 

On September 20, 2022, the Company received $20,000 advances from Louis C Lucido, a member of the Company’s Board of Directors. The balance outstanding as of March 31, 2023 and December 31, 2022 was $20,000.

 

On November 1, 2022, the Company issued an unsecured promissory note payable to Louis C Lucido for $300,000 with principal and interest due November 1, 2023, with a stated interest rate of 5% per annum. Under the terms of the note the Company shall pay quarterly interest payments of $3,750. The balance outstanding as of March 31, 2023 and December 31, 2022 was $300,000. The interest expense during the three months ended March 31, 2023 was $3,699. If the Company fails to make any payment due under the terms of the promissory note, the stated interest rate of the note shall be increased to 20%. As additional consideration for the loan the Company issued 33,000 shares of common stock and valued at $59,400, which was recognized as debt discount. During the three months ended March 31, 2023, the Company amortized $14,647 of debt discount as interest expense.

 

On December 8, 2022, the Company received $55,000 advances from Mr. Lucido. The balance outstanding as of March 31, 2023 and December 31, 2022 was $55,000.

On March 16, 2023, the Company received $50,000 advances from Mr. Lucido. The balance outstanding as of March 31, 2023 and December 31, 2022 was $50,000.

 

During the three months ended March 31, 2023, the Company received $132,767 advances from Lourdes Felix. The balance outstanding as of March 31, 2023 was $132,767.

 

The interest expense – related parties during the three months ended March 31, 2023 and 2022 were $169,380 and $153,500, respectively, which includes the amortization of royalty obligations as interest expense of $115,334 and $115,334, respectively (see Note 12). As of March 31, 2023 and December 31, 2022, the accumulated interest on related parties notes payable was $371,965 and $332,567, respectively, and was included in accounts payable and accrued expenses on the balance sheet.

 

The outstanding notes payables to related parties as of March 31, 2023 and December 31, 2022 were summarized as below:

 

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Advances from Kent Emry

 

$ 1,500

 

 

$ 1,500

 

Advances from Louis C Lucido

 

 

125,000

 

 

 

75,000

 

Advances from Lourdes Felix

 

 

132,767

 

 

 

-

 

Promissory notes payables to Kent Emry

 

 

663,610

 

 

 

663,610

 

Promissory note payable to Louis C Lucido, net of debt discount of $34,826 and $49,473, respectively

 

 

265,174

 

 

 

250,527

 

 

 

$ 1,188,051

 

 

$ 990,637