CONVERTIBLE PROMISSORY DEBENTURES | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE March 31, 2022 December 31, 2021 $ 457,380 $ 457,380 January 28, 2020 ( $457,380 0 October 20, 2022 $ 457,380 $ 457,380 June 23, 2020 ($ 60,500 0 October 20, 2022 60,500 60,500 September 17, 2020 ($ 199,650 0 October 20, 2022 16,714 199,650 42,857 182,936 182,936 March 23, 2022 ($ 220,000 0 October 23, 2023 220,000 - Total convertible notes payable 920,816 700,816 Original issue discount (57,092 ) (53,614 ) Debt discount (158,804 ) - Total convertible notes payable $ 704,920 $ 647,202 Principal payments on convertible promissory debentures are due as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES Year ending December 31, 2022 $ 700,816 2023 220,000 Total $ 920,816 Current Noteholders Osher – $110,000 On March 23, 2022, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (i) $ 110,000 220,000 0.50 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Brio – $110,000 On March 23, 2022, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Brio Capital Master Fund Ltd. (i) $ 110,000 220,000 0.50 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Osher – $457,380 On January 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (i) $ 385,000 January 26, 2021 five-year 80,209 7.00 350,005 34,995 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.094 . The Company and Osher amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 4,113,083 0.14 ● The parties amended the Note to provide for interest at 8 ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021 On October 22, 2021, the Company and Osher amended convertible debt agreements as follows: ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022 ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 ● In exchange for the extension of the Note, the Company issued Osher five-year 450,000 Osher – $60,500 (as amended on October 20, 2020 to $55,000) On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (i) $ 50,000 June 23, 2021 five-year 10,000 30.00 50,005 0 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and Osher amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $ 50,000 55,000 50,005 4,995 ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 141,020 0.59 ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021 On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12): ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022 ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 ● In exchange for the extension of the Note, the Company issued Osher five-year 450,000 1.00 Osher – $199,650 On September 17, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (i) $ 181,500 September 30, 2021 five-year 8,250 30.00 165,000 16,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and Osher amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 465,366 0.59 ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021 On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12): ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022 ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 ● In exchange for the extension of the Note, the Company issued Osher five-year 450,000 1.00 On October 28, 2021, Osher elected to convert $ 16,714 199,650 42,857 Previous Noteholders Previous notes were detailed in our Form 10-K filed on March 31, 2022. No changes occurred related to these notes during the period covered by this Form 10-Q. | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 30, 2021 December 31, 2020 Total convertible notes payable 700,816 616,500 January 28, 2020 ($ 457,380 ) 0 October 20, 2022 $ 457,380 $ 385,000 June 23, 2020 ($ 60,500 ) 0 October 20, 2022 60,500 50,000 September 17, 2020 ($ 199,650 ) 0 October 20, 2022 16,714 199,650 42,857 182,936 181,500 Total convertible notes payable 700,816 616,500 Original issue discount (53,614 ) (19,667 ) Debt discount - (78,165 ) Total convertible notes payable $ 647,202 $ 518,668 Current Noteholders Osher – $457,380 On January 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (i) $ 385,000 January 26, 2021 five 80,209 7.00 350,005 34,995 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.094 . The Company and Osher amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 4,113,083 0.14 ● The parties amended the Note to provide for interest at 8 ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021 On October 22, 2021, the Company and Osher amended convertible debt agreements as follows: ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022 ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 ● In exchange for the extension of the Note, the Company issued Osher five 450,000 1.00 Osher – $60,500 (as amended on October 20, 2020 to $55,000) On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (i) $ 50,000 June 23, 2021 five 10,000 30.00 50,005 0 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and Osher amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $ 50,000 55,000 50,005 4,995 ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 141,020 0.59 ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021 On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12): ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022 ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 ● In exchange for the extension of the Note, the Company issued Osher five 450,000 1.00 Osher – $199,650 On September 17, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (i) $ 181,500 September 30, 2021 five 8,250 30.00 165,000 16,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and Osher amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 465,366 0.59 ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021 On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12): ● The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022 ● The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $ 652,300 717,530 65,230 ● In exchange for the extension of the Note, the Company issued Osher five 450,000 1.00 On October 28, 2021, Osher elected to convert $ 16,714 199,650 42,857 Previous Noteholders Previous Noteholder – $50,000 (as amended on October 20, 2020 to $55,000) On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $ 50,000 June 23, 2021 five 10,000 30.00 50,000 0 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $ 50,000 55,000 50,000 5,000 ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 141,020 0.59 ● The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021 On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $ 55,000 141,020 Previous Noteholder - $25,000 (as amended on October 20, 2020 to $27,500) On August 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $ 25,000 August 18, 2021 five 5,000 30.00 25,000 0 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $ 25,000 27,500 25,000 2,500 ● The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 70,510 0.59 ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021 On October 28, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $ 27,500 70,510 On February 19, 2021, the previous noteholder exercised the warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 Previous Noteholder – $93,500 On September 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $ 93,500 September 30, 2021 five 4,250 30.00 85,000 8,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 18, 2020, for the number of warrant shares from 4,250 239,734 0.59 ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021 On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $ 93,500 239,734 Previous Noteholder - $165,000 On September 21, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $ 165,000 September 30, 2021 five 7,500 30.00 150,000 15,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and the previous noteholder amended the convertible debt agreement as follow on October 20, 2020: ● The parties amended the number of shares from the Warrants dated September 21, 2020, for the number of warrant shares from 7,500 423,060 0.59 ● The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021 On November 5, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $ 165,000 423,060 Previous Noteholder – $27,500 (as amended on October 20, 2020 to $22,000) On September 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of ( i) $ 27,500 August 28, 2021 1,000 30.00 20,000 7,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Note for the aggregate principal amount from $ 27,500 22,000 20,000 2,000 ● The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 56,408 0.59 ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021 On October 27, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $ 22,000 56,408 Previous Noteholder – $33,000 On September 29, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $ 33,000 August 18, 2021 five 1,500 30.00 30,000 3,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.39 . The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020: ● The parties amended the Warrants dated September 29, 2020, for the number of warrant shares from 1,500 84,612 0.59 ● The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021 On October 26, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $ 33,000 84,612 Previous Noteholder – $110,000 On February 10, 2021, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to a previous noteholder of (i) $ 110,000 February 11, 2022 five 157,143 1.20 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.70 . On May 10, 2021, the previous noteholder elected to convert the aggregate principal amount of a $ 110,000 157,143 Previous Noteholder – $55,000 On May 4, 2021, the Company repaid the aggregate principal amount of a $ 55,000 five 71,429 1.20 50,000 5,000 Previous Noteholder – $110,000 On February 10, 2021, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to a previous noteholder of (i) $ 110,000 February 11, 2022 157,143 1.20 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.70 . On October 25, 2021, the previous noteholder elected to convert the aggregate principal amount of the Note, $ 110,000 157,143 |