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 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 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 six June 30, 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 , 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 168,400 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 on these notes totaled $ 19,880 . During the six months ended June 30, 2024: ● Two (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. ● One (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. ● One (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. ● One (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 % to 10 % and extended for 1 year. A total of 3,250 shares of common stock were issued as additional consideration for the note amendment. Accrued interest as of June 30, 2024 was $ 926 . ● Two (2) short-term promissory notes in the aggregate amount of $ 179,182 were issued to the related party. The notes bare interest of 8 %. The outstanding principal balance was $ 179,182 as of June 30, 2024. Accrued interest at June 30, 2024 on these notes totaled $ 1,205 . During the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 . The note has a discount of $ 25,000 . A total of 8,500,000 shares of common stock were issued as additional consideration for the issuance of the note evidencing the loan. On December 29, 2023, the promissory note was bought by another holder not affiliated with the Company, then exchanged by a new note on January 1, 2024 with an increase of principal to $ 175,000 and interest rate of 10 %. During the six June 30, July 12, 225,000 . A total of 22,500 shares of common stock were issued as additional consideration for the note extension. Accrued interest as of June 30, $ 10,431 . 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 with a related party. The note has a 1 year term, bears interest of 9 % and has a conversion price equal to the lesser of (1) the most recent issuance price; or, (2) closing price for the common stock on the maturity date. The outstanding principal balance was $ 25,000 as of December 31, 2023. Accrued interest as of December 31, 2023 was $ 1,881 . During the six June 30, 25,000 and accrued interest in the amount of $ 2,574 were forgiven by noteholder. The noteholder was issued new convertible note in exchange. 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 . A total of 67,239 shares of common stock were issued according to the note agreements or as additional consideration for the issuance of the notes. The outstanding principal and accrued interest balances at December 31, 2023 were $ 2,000,000 and $ 95,396 , respectively. 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 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 (2) 70 (3) 65 (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 During the six June 30, with six investors not affiliated with the Company 1,800,000 to $ 2,469,229 , increase of intertest rate from 7.5 % to 10 % and extended until September 30, 2024. A total of 234,000 shares of common stock were issued according to the note agreements or as additional consideration for the note amendment. As of June 30, on these six notes totaled $ 2,469,229 and $ 63,788 , respectively. Conditions of the note with one (1) Purchaser remained unchanged. As of June 30, 2024 total principal and accrued interest of the note totaled $ 200,000 and $ 12,292 respectively. During the six June 30, the Company entered into seven convertible promissory note agreements in the aggregate amount of $ 631,511 , of which $ 422,787 with the related parties. The Convertible Notes provide for a maturity of 10 and 12-months; 7.5 % and 8 % interest per annum. Accrued interest as of June 30, $ 13,848 . Scheduled maturities of debt remaining as of June 30, Schedule of Maturities of Debt 2024 $ 3,034,829 2025 705,565 Total $ 3,740,394 | 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 2024 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 December 31, December 31, 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 $ - $ - |