Debt | Note 4 - Debt Promissory Notes Payable In 2014 and 2016, the Company issued two promissory notes in the total principal amount of $ 70,000 ; a $ 40,000 Note issued Dec 19, 2014; and, a $ 30,000 Note issued on March 29, 2016. Each note had a one-year maturity date; was governed by California law; bears interest at 10 % per annum; and, requires notice from the holder in order for the respective Note to be in default. The holder of each Note has failed to provide a notice of default under either Note. Further, enforceability of each Note is uncertain as California law has a 6 -year statute of limitations (commences on the maturity date) to initiate a collection action on a note. At December 31, 2023, neither of the Notes was in default and the balance outstanding was $ 70,000 . During the year ended December 31, 2016, the Company issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 30,000 10% 6 30,000 50,000 50,000 27,972 95,088 50,000 Accrued interest at December 31, 2023 on these notes totaled $ 134,414 . During the three months ended March 31, 2024, the above mentioned promissory notes were forgiven. The principal in the amount of $ 100,000 and accrued interest in the amount of $ 2,997 were exchanged by the new convertible note in the amount of $ 102,997 . Accrued interest in the amount of $ 131,417 was forgiven by noteholder. During the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 175,000 1 7 9 175,000 1,010,402 100,000 250,000 19,880 . During the three months ended March 31, 2024: - 2 promissory note agreements with the related party in the aggregate amount of $ 75,000 and accrued interest in the amount of $ 2,710 were forgiven by noteholder. The noteholder was issued new convertible note in exchange. - 1 promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of $ 5,322 were forgiven by noteholder. The noteholder was issued new convertible note in exchange. - 1 promissory note agreement with the related party in the aggregate amount of $ 100,000 and accrued interest in the amount of $ 10,500 were forgiven by noteholder. The noteholder was issued new convertible note in exchange. - 1 promissory note agreement in the aggregate amount of $ 25,000 was amended with increase in principal to $ 35,471 , increase of intertest rate from 9 10 1 A total of 3,250 30 . During the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 25,000 8,500,000 175,000 10 225,000 4,743 Convertible Notes Payable and Convertible Notes Payable – Related Party In February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000 1 9 25,000 1,881 the three months ended March 31, 2024, total principal in the amount of $ 25,000 2,574 During the year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company (the “Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”) with an aggregate principal amount of $ 2,000,000 20,171,633 2,000,000 95,396 The Convertible Notes provide for a maturity of 12-months; 7.5 % interest per annum; and, no right to prepay during the first 6-months after the date of issuance (the “Issuance Date”). The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion Shares”) as follows: (a) The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on a higher exchange due to the (i) pricing and funding of an S-1 registration statement; or, (ii) the closing of a transaction resulting in the uplist (either, a “Triggering Transaction”). The conversion price for the Conversion Shares in an automatic conversion shall be equal to: (1) 75 % of the price under the Triggering Transaction if within 120-days of the Issuance Date; (2) 70 % of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date; (3) 65 % of the price under the Triggering Transaction if more than 150-days of the Issuance Date. (b) The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance Date. The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average price for the Company’s common stock during the 20-consecutive trading days preceding the conversion. During with six investors not affiliated with the Company 1,800,000 2,469,229 7.5 10 A total of 234,000 on these seven notes totaled $ 2,669,229 9,872 During the Company entered into seven convertible promissory note agreements in the aggregate amount of $ 631,511 422,787 The Convertible Notes provide for a maturity of 10 and 12-months; 7.5 8 1,806 . Scheduled maturities of debt remaining as of March 31, 2024 for each respective fiscal year end are as follows: Schedule of Maturities of Debt 2024 $ 2,847,384 Year One $ 2,847,384 2025 705,565 2024 Total $ 3,552,949 | Note 4 - Debt Promissory Notes Payable and Promissory Note Payable – Related Party In 2014 and 2016, the Company issued two promissory notes in the total principal amount of $ 70,000 40,000 30,000 10 6 70,000 During the year ended December 31, 2016, the Company issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 30,000 10 30,000 50,000 50,000 27,972 95,088 50,000 Accrued interest at December 31, 2023 and December 31, 2022 on these notes totaled $ 134,414 and $ 131,414 , respectively. During the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which $ 175,000 with the related parties. The notes have a 1 -year term, bear interest of 7 % and 9 % if paid in cash. During the year ended December 31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related parties for $ 175,000 A total of 3,368 shares of common stock were issued to related party in connection with the agreement of the holder to extend the maturity date of a $ 100,000 note. The outstanding principal balance was $ 250,000 as of December 31, 2023. Accrued interest at December 31, 2023 and December 31, 2022 on these notes totaled $ 19,880 and $ 7,513 , respectively. During the year ended December 31, 2023, the Company entered into a short-term promissory note agreement in the amount of $ 125,000 25,000 8,500,000 During the year ended December 31, 2023, $ 7,008 in principal and $ 60,976 in interest were forgiven by noteholders. Convertible Notes Payable and Convertible Notes Payable – Related Party In February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000 1 9 25,000 1,881 During the year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company (the “Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”) with an aggregate principal amount of $ 2,000,000 67,239 2,000,000 95,396 The Convertible Notes provide for a maturity of 12-months; 7.5 (a) The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on a higher exchange due to the (i) pricing and funding of a form S-1 registration statement; or (ii) the closing of a transaction resulting in the uplist (either, a “Triggering Transaction”). The conversion price for the Conversion Shares in an automatic conversion shall be equal to: (1) 75 % of the price under the Triggering Transaction if within 120-days of the Issuance Date; (2) 70 % of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date; (3) 65 % of the price under the Triggering Transaction if more than 150-days of the Issuance Date. (b) The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180 days following the Issuance Date. The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 Scheduled maturities of debt remaining as of December 31, 2023, for each respective fiscal year end are as follows: Schedule of Maturities of Debt 2023 $ 0 Year Two $ 0 2024 2,471,503 Year Three 2,471,503 Total $ 2,471,503 The following table reconciles, for the years ended December 31, 2023 and 2022, the beginning and ending balances for financial instruments related to the embedded conversion features that are recognized at fair value in the consolidated financial statements. Schedule of Recognized at Fair Value in the Consolidated Financial Statements Year ended December 31, December 31, Balance of embedded derivative at the beginning of the period $ - $ 211,345 Change in fair value of conversion features - (211,345 ) Balance of embedded derivatives at the end of the period $ - $ - |