5. Convertible Notes Payable

On August 25, 2022 and November 7, 2022, the Company entered into an agreement with 1800 Diagonal Lending, LLC (“Diagonal”) whereby the Company issued convertible notes to Diagonal with principal amounts of $104,250 and $64,250, respectively. The notes bear interest at 10% and have terms of one year when payment of principal and interest is due. After 180 days, the notes are convertible into shares of the Company’s common stock the number of which determined by dividing the principal balance outstanding by 65% of the lowest trading price of the Company’s stock during the five previous trading days before the date of the conversion.  During the six months ended June 30, 2023, Diagonal converted $54,000 of their note payable from August into 2,031,910 shares of common stock.  As of June 30, 2023 amounts due to Diagonal total $50,250 and $64,250, respectively.

On January 1, 2023, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $72,262.  As stated in the January 1, 2023 agreement Ms. Merrill’s contract compensation will also be added to the note for her services through June 30, 2023 in the amount of $25,000. Total note payable at June 30, 2023 is $97,262.  The note bears interest at 8% and has a term of one year when payment of principal and interest is due. If payment by S-8 shares the amount paid will be with a 10% discount, if by agreement and paid with restricted stock will be with a 20% discount.  Both methods are calculated using the lowest 3 closing prices during the 15 trading days preceding the first day of the next calendar quarter.

At June 30, 2023 and December 31, 2022, accrued interest payable and interest expense on these notes was $16,362 and $4,546. Accrued interest payable is included in accounts payable and accrued expenses on the consolidated balance sheet.