Annual report pursuant to Section 13 and 15(d)

Note 7 - Convertible notes receivable

Note 7 - Convertible notes receivable

12 Months Ended

Dec. 31, 2020

Note 7 Convertible notes receivable

Convertible notes receivable consists of the following at December 31, 2020 and 2019:

		2020		2019
November 22, 2017, NeuCourt, Inc. convertible note receivable including accrued interest of $1,454 and $191 at December 31, 2020 and 2019. The note bears interest at 5% per annum, originally matured November 22, 2019, and was extended to mature November 22, 2021. Principal and accrued interest are due at maturity. Upon extension, the Company received $2,496 of accrued interest. Principal and unpaid interest may be converted into a blend of shares of a to-be-created series of Preferred Stock and Common Stock of NeuCourt (i) on closing of a future financing round of at least $750,000, (ii) on the election of NeuCourt on maturity of the Note, or (iii) on election of Mentor following NeuCourts election to prepay the Note. *	$	26,454	$	25,191

October 31, 2018, NeuCourt, Inc. convertible note receivable including accrued interest of $5,584 and $2,930 at December 31, 2020 and 2019. The note bears interest at 5% per annum and matures October 31, 2022. Principal and accrued interest are due at maturity. Principal and unpaid interest may be converted into a blend of shares of a to-be-created series of Preferred Stock and Common Stock of NeuCourt (i) on closing of a future financing round of at least $750,000, (ii) on the election of NeuCourt on maturity of the Note, or (iii) on election of Mentor following NeuCourts election to prepay the Note. *		55,584		52,930

Total convertible notes receivable		82,038		78,121

Less current portion		(26,454)		(52,930)

Long term portion	$	55,584	$	25,191

*The Conversion Price for each Note is the lower of (i) 75% of the price paid in the Next Equity Financing, or the price obtained by dividing a $3,000,000 valuation cap by the fully diluted number of shares. The number of Conversion Shares issued on conversion shall be the quotient obtained by dividing the outstanding principal and unpaid accrued interest on a Note to be converted on the date of conversion by the Conversion Price (the Total Number of Shares), The Total Number of Shares shall consist of Preferred Stock and Common Stock as follows: (i) That number of shares of Preferred Stock obtained by dividing (a) the principal amount of each Note and all accrued and unpaid interest thereunder by (b) the price per share paid by other purchasers of Preferred Stock in the Next Equity Financing (such number of shares, the "Number of Preferred Stock") and (ii) that number of shares of Common Stock equal to the Total Number of Shares minus the Number of Preferred Stock. Using the valuation cap of $3,000,000, the November 22, 2017 Note would convert into 98,764 Conversion Shares and the October 31, 2018 Note would convert into 207,515 Conversion Shares. In the event of a Corporate Transaction prior to repayment or conversion of the Note, the Company shall receive back two times the outstanding principal on the Note, plus all accrued unpaid interest.