Convertible Notes Payable | Note 7 – Convertible Notes Payable AJB Capital Investments, LLC Note Effective February 24, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 750,000 675,000 33,750 641,250 The maturity date of the AJB Note was extended to February 24, 2023 10 The note is convertible into Common Stock of the Company at any time that the note is in default, provided that at no time may the note be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The conversion price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20 trading days prior to the date of issuance of the note (which was $0.14 per share). The conversion is subject to reduction in the following situations: (i) a 10% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance. Also pursuant to the SPA, the Company was to pay AJB a commitment fee of $ 800,000 4,000,000 800,000 2,000,000 400,000 384,287 Pursuant to the SPA, the Company also issued to AJB common stock purchase warrants (the “warrants”) to purchase 1,000,000 0.30 107,283 February 24, 2027 After recording the derivative liabilities associated with the SPA, the Company allocated the net proceeds to the 4,000,000 65,274 108,750 384,287 107,283 4,000,000 65,274 665,594 On October 31, 2022, the Company amended the AJB Note to issue 1,000,000 60,000 On February 10, 2023, the Company entered into second amendment with AJB by increasing the original principal of the note by $ 85,000 1,000,000 0.30 2,000,000 0.05 May 24, 2023 36,313 On September 27, 2023, the Company entered into second amendment with AJB by increasing the original principal of the note by $ 25,000 On November 28, 2023, the Company entered into a third amendment with AJB Capital Investments, LLC by increasing the original principal of note with amount of $ 22,222 20,000 Effective December 15, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 195,000 165,750 150,750 The maturity date of the AJB Note is June 14, 2024 10 The note is convertible into Common Stock of the Company at any time that the note is in default, provided that at no time may the note be convertible into an amount of common stock that would result in the holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock, as determined in accordance with Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The conversion price equals the lowest trading price during either the 20 days trading days prior to the date of conversion or the 20 trading days prior to the date of issuance of the note (which was $0.14 per share). The conversion is subject to reduction in the following situations: (i) a 15% discount will apply anytime a conversion occurs when the company is not eligible to deliver the shares by DWAC; (ii) a 15% discount will apply whenever the shares are “chilled” for deposit into the DTC system; (iii) a 15% discount will apply if the Company’s common stock ceases to be registered under Section 12 of the Exchange Act; (iv) a 15% discount will apply if the note cannot be converted into free trading shares 181 days after its issue date; (v) in the event any other party has the right to convert debt into Common Stock at a greater discount to market than under the note, then the holder has the right to utilize such discount in determining the conversion price; or (vi) if the Company issues any shares of Common Stock for less than the conversion price in effect on the date of issuance, including any options, warrants or securities convertible into Common Stock at price less than the conversion price, then the conversion price shall be automatically reduced to the amount of consideration received by the company for such shares, except for any issuance that is an exempt issuance. On December 15, 2023, in conjunction with the issuance of this promissory note of $ 195,000 5,000,000 0.00001 248,952 150,750 98,202 During the three months ended December 31, 2022, the Company recorded interest expense of $ 23,000 1,509 794 352,627 23,542 During the three months ended December 31, 2023, the Company recorded interest expense of $ 27,460 197,222 19,070 252,194 502,083 663 178,152 0 1,077,222 860,000 96,022 68,562 Effective February 14, 2023, the Company went into default on the AJB Note, however the lender waived all default provisions through January 24, 2024 therefore no default interest or penalties were incurred during the three months ended December 31, 2023 and the AJB note was not convertible as of December 31, 2023. Secured Convertible Notes In June 2022, the Company’s board of directors approved an offering of up to 10 50,000 50,000 0.30 5 15 0.20 During June 2022, the Company sold a total of $ 250,000 250,000 230,000 20,000 125,000 20,000 50,491 8,136 78,627 During November 2022, the Company sold a total of $ 200,000 200,000 180,000 20,000 100,000 20,000 19,330 7,254 43,124 During the three months ended December 31, 2022, the Company recorded interest expense of $ 13,614 12,627 During the three months ended December 31, 2023, the Company recorded interest expense of $ 17,250 0 15,302 36,324 51,626 413,677 398,374 80,313 63,063 The following represents the future aggregate maturities of the Company’s Convertible Notes Payable as of December 31, 2023 for each of the five (5) succeeding years and thereafter as follows: Schedule of future aggregate maturities Fiscal year ending September 30, Amount 2024 (remaining) $ 1,327,222 2025 200,000 Total $ 1,527,222 |