DEBT | NOTE 4 – DEBT Conversion Agreements Between June 6, 2024, and June 14, 2024, the Company entered into debt conversion agreements with noteholders for the conversion of an aggregate of $7,203,270 of outstanding notes payable and convertible notes payable (including principal and interest) and with other entities and persons owed money by the Company in the aggregate amount of $605,495 consisting of outstanding advances payable and accounts payable (the “Debt Conversion”). In connection with the Debt Conversion, the Company issued an aggregate of 7,808.767 shares of its Series A Preferred Stock and 17,423,557 shares of Common Stock to the former debtholders. Additionally, the Company agreed to extend the term of outstanding warrants held by the noteholders that converted their debt for a period of three (3) years from their current expiration dates. In connection with the issuance of the Series A Preferred Stock and the Common Stock, each holder entered into a Lockup/Leakout Agreement with the Company, pursuant to which none of the shares of Common Stock issuable upon conversion of the Preferred Stock may be sold for a period of six months from the date of issuance and seventy percent (70%) of the shares of Common Stock issued in connection with the debt conversion may be sold 1/7th per month during each thirty (30) day period commencing thirty (30) days after the date of the Lockup/Leakout Agreement. A summary of the settlement is as follows: Liabilities settled: Notes payable $ 2,068,929 Convertible notes payable 4,744,950 Accrued interest payable 389,391 Accounts payable 605,495 $ 7,808,765 Value of equity issued: Series A Preferred Stock $ 11,358,499 Common Stock 11,121,637 Extension of Warrants 2,189,974 $ 24,670,110 Loss on settlement of liabilities $ 16,861,345 Convertible Notes Payable On May 9, 2024, the Company entered into a convertible note agreement with Mr. Charles Markovic, CFO, totaling $100,000. The note, which bears interest at 2% per month, matured on July 5, 2024. In connection with the convertible note agreement, the Company issued 100,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on May 6, 2027. The warrants, valued at approximately $119,000, represented approximately 54% of the total consideration received and resulted in an additional discount on the notes totaling $54,391 pursuant to ASC 470-20-30. On May 17, 2024, the Company entered into a convertible note agreement with Mr. Todd Michaels, CEO, totaling $80,000. The note, which bears interest at 2% per month, matured on July 17, 2024. In connection with the convertible note agreement, the Company issued 80,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on May 17, 2027. The warrants, valued at approximately $71,000, represented approximately 47% of the total consideration received and resulted in an additional discount on the notes totaling $37,684 pursuant to ASC 470-20-30. On May 20, 2024, the Company entered into a convertible note agreement totaling $70,000. The note, which bears interest at 2% per month, matures on May 20, 2025. In connection with the convertible note agreement, the Company issued 70,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on May 20, 2027. The warrants, valued at approximately $42,000, represented approximately 38% of the total consideration received and resulted in an additional discount on the notes totaling $26,281 pursuant to ASC 470-20-30. The following table presents a summary of the Company’s convertible notes payable at June 30, 2024 Balances - At Issuance Balances – 6/30/2024 Origination Maturity Interest Conversion Rate Principal Discount Principal Discount 12/18/2023 6/18/2025 14 % $3.20Share 50,000 35,241 50,000 22,483 5/9/2024 7/5/2024 24 % $1.25/Share 100,000 54,391 100,000 7,256 5/17/2024 7/17/2024 24 % $1.25/Share 80,000 37,684 80,000 10,049 $ 230,000 $ 40,148 The following table presents a summary of the Company’s convertible notes payable at December 31, 2023: Balances - At Issuance Balances - 12/31/2023 Origination Maturity Interest Conversion Rate Principal Discount Principal Discount 1/24/2023 7/24/2024 14 % $3.20/Share $ 100,000 $ 100,000 $ 100,000 $ 37,884 1/25/2023 7/25/2024 14 % $3.20/Share 74,975 74,975 74,975 28,660 1/30/2023 7/30/2024 14 % $3.20/Share 100,000 100,000 100,000 38,884 2/17/2023 8/17/2024 14 % $3.20/Share 1,000,000 1,000,000 1,000,000 416,663 3/7/2023 9/7/2024 14 % $3.20/Share 100,000 100,000 100,000 45,996 3/14/2023 9/10/2024 14 % $3.20/Share 250,000 250,000 250,000 117,999 3/27/2023 9/27/2024 14 % $3.20/Share 100,000 100,000 100,000 49,496 3/30/2023 9/30/2024 14 % $3.20/Share 79,975 79,975 79,975 39,987 4/6/2023 10/6/2024 14 % $3.20/Share 50,000 50,000 50,000 24,998 4/7/2023 10/7/2024 14 % $3.20/Share 400,000 400,000 400,000 200,002 5/5/2023 11/5/2024 14 % $3.20/Share 200,000 200,000 200,000 111,112 5/9/2023 11/9/2024 14 % $3.20/Share 50,000 50,000 50,000 29,054 5/12/2023 11/12/2024 14 % $3.20/Share 50,000 50,000 50,000 29,054 6/6/2023 12/6/2024 14 % $3.20/Share 10,000 10,000 10,000 6,108 6/30/2023 12/30/2024 14 % $3.20/Share 50,000 28,334 50,000 18,893 7/7/2023 1/7/2025 14 % $3.20/Share 25,000 14,775 25,000 9,853 7/21/2023 1/21/2025 14 % $3.20/Share 35,000 20,103 35,000 13,969 7/26/2023 1/26/2025 14 % $3.20/Share 100,000 56,527 100,000 40,326 8/10/2023 2/10/2025 14 % $3.20/Share 500,000 268,545 500,000 198,867 8/24/2023 2/24/2023 14 % $3.20/Share 100,000 60,313 100,000 46,360 8/31/2023 2/28/2025 14 % $3.20/Share 100,000 60,010 100,000 46,674 10/10/2023 4/10/2025 14 % $3.20/Share 375,000 246,871 375,000 214,871 11/3/2023 5/3/2025 14 % $3.20/Share 150,000 115,950 150,000 103,808 11/7/2023 5/7/2025 14 % $3.20/Share 50,000 38,237 50,000 35,613 11/7/2023 5/7/2025 14 % $3.20/Share 50,000 38,237 50,000 35,613 11/28/2023 5/28/2025 14 % $3.20/Share 50,000 36,925 50,000 34,674 12/4/2023 6/4/2025 14 % $3.20/Share 25,000 18,295 25,000 17,407 12/6/2023 6/8/2025 14 % $3.20/Share 500,000 358,064 500,000 342,064 12/18/2023 6/18/2025 14 % $3.20/Share 50,000 35,241 50,000 34,594 $ 4,724,950 $ 2,369,483 Notes Payable From January 29, 2024, to March 29, 2024, the Company and seven holders of notes payable which matured between January 29, 2024, and March 29, 2024, agreed to extend the maturity of the note payables, which had outstanding principal balances totaling $580,000, by six months. The Company accounted for each amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. In connection with the amendments, the Company agreed to extend the exercise date of 580,000 warrants to purchase shares of common stock, originally issued with the notes payable and set to expire on the maturity date of the notes payable, exercisable at $1.00 per share by approximately three years. The extension of the warrants, which were valued at $906,669, resulted in a discount on the notes totaling $353,271 pursuant to ASC 470-20-30. On April 10, 2024, the Company received funding from a Bridge Loan and Security Agreement (“Agreement”) entered into with Clearview Funding Group LLC (“Lender”) on March 26, 2024. Pursuant to the terms of the Agreement, the Company borrowed an aggregate of $800,000 from the Lender and is required to repay to Lender a total of $1,080,000 (“Repayment Amount”). The Repayment Amount will be made to Lender over a period of forty-eight (48) weeks on a weekly basis. The Company shall pay $7,375 per week during the first twelve weeks and $27,375 per week for the next thirty-six weeks. In connection with the Agreement, the Company has granted a security interest to Lender in certain of the Company’s assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company seeks to repay the Repayment Amount within 120 days from April 10, 2024 the Lender has agreed to provide the Company an early prepayment discount. In connection with the Agreement, the Company agreed to issue 100,000 shares of its common stock to the Lender as a commitment fee. The common stock, valued at $144,000, resulted in a discount totaling $121,251 pursuant to ASC 470-20-30. On June 11, 2024, the Company’s board of directors authorized the Company to enter into a Bridge Loan and Security Agreement (“Agreement”) with Clearview Funding Group LLC (“Lender”). Pursuant to the terms of the Agreement, the Company will borrow an aggregate of $600,000 from the Lender and is required to repay to Lender a total of $870,000 (“Repayment Amount”). On June 14, 2024, the Lender advanced $200,000 of the loan to the Company pursuant to the Agreement. The Repayment Amount will be paid to Lender over a period of twenty-eight (28) weeks on a weekly basis (“Term”). In connection with the Agreement, the Company granted a security interest to Lender in certain of the Company’s assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company repays the Repayment Amount within sixty days from the date of the Agreement the Lender has agreed to provide the Company an early prepayment discount. In connection with the Agreement, the Company agreed to issue 200,000 shares of its common stock to the Lender as a commitment fee. The common stock, valued at $137,800, resulted in a discount totaling $110,954 pursuant to ASC 470-20-30. The following table presents a summary of the Company’s notes payable at June 30, 2024: Balances - At Issuance Balances – 6/30/2024 Origination Maturity Interest Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 7/29/2022 7/29/2024 10 % 50,000 29,664 50,000 4,980 8/11/2022 8/11/2024 10 % 150,000 88,247 150,000 21,149 3/26/2024 3/15/2025 - % 960,000 313,736 913,375 263,516 6/11/2024 1/11/2025 - % 720,000 261,439 708,000 239,064 6/14/2024 6/30/2024 5 % 100,000 - 100,000 - $ 1,941,775 $ 528,709 The following table presents a summary of the Company’s notes payable at December 31, 2023: Balances - At Issuance Balances - 12/31/2023 Origination Maturity Interest Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 1,648 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 7,876 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 2,630 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 5,091 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 3,661 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 3,658 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 4,382 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 9,974 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 6,372 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 25,486 12/8/2023 7/8/2024 14 % 1,563,929 1,563,929 1,563,929 988,778 $ 2,289,329 $ 1,059,556 Line of Credit On October 3, 2014, the Company entered into a $30,000 line of credit agreement with a former member of the Company. The line of credit has no maturity with interest at 8.00%. As of June 30, 2024, the outstanding principal and accrued interest totaled $33,210. Future Maturities The table below summarizes future maturities of the Company’s debt as of June 30, 2024: June 30, Amount 2025 $ 2,181,375 2026 - 2027 - 2028 - 2029 - Thereafter 20,400 2,201,775 Less - Discounts (568,857 ) $ 1,632,918 |