CONVERTIBLE PROMISSORY DEBENTURES | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE March 31, 2023 December 31, 2022 January 28, 2020 ($457,380) – 0% interest per annum outstanding principal and interest due October 20, 2022 (“Note 1”) $ 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 ($ 182,936 0 October 20, 2022 16,714 199,650 42,857 182,936 182,936 March 23, 2022 ($ 220,000 0 March 23, 2023 220,000 220,000 April 28, 2022 ($ 110,000 0 April 28, 2023 110,000 110,000 May 10, 2022 ($ 110,000 0 May 10, 2023 110,000 110,000 June 1, 2022 ($ 55,000 0 June 1, 2023 55,000 55,000 June 22, 2022 ($ 82,500 0 June 22, 2023 82,500 82,500 July 2022 ($ 341,000 0 July 2023 341,000 341,000 August 31, 2022 ($ 110,000 0 August 31, 2023 110,000 110,000 September 9, 2022 ($ 82,500 0 September 9, 2023 82,500 82,500 September 20, 2022 ($ 110,000 0 September 20, 2023 110,000 110,000 October 20, 2022 ($ 110,000 0 October 20, 2023 110,000 110,000 November 9, 2022 ($ 82,500 0 November 9, 2023 82,500 82,500 November 14, 2022 ($ 55,000 0 November 14, 2023 55,000 55,000 December 22, 2022 ($ 110,000 0 December 22, 2023 110,000 110,000 During the three months ended March 31, 2023 ($ 970,200 0 March 27, 2024 970,200 - Total convertible notes payable 3,249,516 2,279,316 Original issue discount (119,965 ) (74,502 ) Beneficial conversion feature (398,528 ) (175,275 ) Debt discount (259,922 ) (392,883 ) Total convertible notes payable $ 2,471,101 $ 1,636,656 Principal payments on convertible promissory debentures are due as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES Year ending December 31, 2023 (9 months remaining) $ 2,279,316 2024 $ 970,200 Long-Term Debt $ 3,249,516 Changes in convertible notes were as follows: SCHEDULE OF CHANGES IN CONVERTIBLE NOTES Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Note 9 Note 10 Note 11 Note 12 Note 13 Note 14 Note 15 Note 16 Note 17 Other Totals Convertible notes payable, net, as of December 31, 2021 457,380 60,500 182,936 - - - - - - - - - - - - - - - 700,816 Convertible notes payable issued in 2022 - - - 220,000 110,000 110,000 55,000 82,500 341,000 110,000 82,500 110,000 110,000 82,500 55,000 110,000 - - 1,578,500 Convertible notes payable as of December 31, 2022 $ 457,380 $ 60,500 $ 182,936 $ 220,000 $ 110,000 $ 110,000 $ 55,000 $ 82,500 $ 341,000 $ 110,000 $ 82,500 $ 110,000 $ 110,000 $ 82,500 $ 55,000 $ 110,000 $ - $ - $ 2,279,316 Convertible notes payable issued in 2023 - - - - - - - - - - - - - - - - 970,200 - 970,200 Convertible notes payable as of March 31, 2023 $ 457,380 $ 60,500 $ 182,936 $ 220,000 $ 110,000 $ 110,000 $ 55,000 $ 82,500 $ 341,000 $ 110,000 $ 82,500 $ 110,000 $ 110,000 $ 82,500 $ 55,000 $ 110,000 $ 970,200 $ - $ 3,249,516 Changes in note discounts were as follows: SCHEDULE OF CHANGES IN NOTE DISCOUNTS Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Note 9 Note 10 Note 11 Note 12 Note 13 Note 14 Note 15 Note 16 Note 17 Other Totals Note discounts as of December 31, 2021 34,176 4,521 14,917 - - - - - - - - - - - - - - - 53,614 Note discounts issued in conjunction with debt in 2022 - - - 113,418 44,786 44,787 22,794 34,861 140,289 64,104 82,500 110,000 110,000 82,500 55,000 110,000 - - 1,015,039 2022 accretion of note discounts (34,176 ) (4,521 ) (14,917 ) (87,938 ) (30,308 ) (28,836 ) (13,301 ) (18,336 ) (70,720 ) (32,316 ) (39,994 ) (49,874 ) (23,671 ) (12,822 ) (7,726 ) (6,537 ) - 50,000 (425,993 ) Note discounts as of December 31, 2022 $ - $ - $ - $ 25,480 $ 14,478 $ 15,951 $ 9,493 $ 16,525 $ 69,569 $ 31,788 $ 42,506 $ 60,126 $ 86,329 $ 69,678 $ 47,274 $ 103,463 $ - $ 50,000 $ 642,660 Note discounts issued in conjunction with debt in 2023 - - - - - - - - - - - - - - - - 970,200 - 970,200 2023 accretion of note discounts - - - (25,480 ) (11,043 ) (11,044 ) (5,621 ) (8,596 ) (61,527 ) (15,807 ) (22,192 ) (29,590 ) (29,590 ) (22,191 ) (14,794 ) (29,589 ) (547,381 ) - (834,445 ) Note discounts as of March 31, 2023 $ - $ - $ - $ - $ 3,435 $ 4,907 $ 3,872 $ 7,929 $ 8,042 $ 15,981 $ 20,314 $ 30,536 $ 56,739 $ 47,487 $ 32,480 $ 73,874 $ 422,819 $ 50,000 $ 778,415 Convertible notes payable, net, as of December 31, 2021 $ 423,204 $ 55,979 $ 168,019 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 647,202 Convertible notes payable, net, as of December 31, 2022 $ 457,380 $ 60,500 $ 182,936 $ 194,520 $ 95,522 $ 94,049 $ 45,507 $ 65,975 $ 271,431 $ 78,212 $ 39,994 $ 49,874 $ 23,671 $ 12,822 $ 7,726 $ 6,537 $ - $ (50,000 ) $ 1,636,656 Convertible notes payable, net, as of March 31, 2023 $ 457,380 $ 60,500 $ 182,936 $ 220,000 $ 106,565 $ 105,093 $ 51,128 $ 74,571 $ 332,958 $ 94,019 $ 62,186 $ 79,464 $ 53,261 $ 35,013 $ 22,520 $ 36,126 $ 547,381 $ (50,000 ) $ 2,471,101 2021 Effective interest rate 11 % 11 % 12 % - - - - - - - - - - - - - - - - 2022 Effective interest rate 7 % 7 % 8 % 40 % 28 % 26 % 24 % 22 % 21 % 29 % 48 % 45 % 22 % 16 % 14 % 6 % - - 19 % 2023 Effective interest rate - - - 12 % 10 % 10 % 10 % 10 % 18 % 14 % 27 % 27 % 27 % 27 % 27 % 27 % 56 % - 26 % Current Noteholders 2023 Notes – $970,200 (Note 17) During the three months ended March 31, 2023, the Company entered into an Original Issue Discount Senior Convertible Debentures (the “2023 Notes”) with a third party investors totaling (i) $ 970,200 January 2024 through March 27, 2024 five 6,468,000 0.25 882,000 88,200 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.15 Osher – $110,000 (Note 16) On December 22, 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 110,000 December 22, 2023 five 733,333 0.25 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.15 . Osher – $55,000 (Note 15) On November 14, 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 55,000 November 14, 2023 five 366,667 0.25 50,000 5,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.15 . Brio – $82,500 (Note 14) On November 9, 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 82,500 November 9, 2023 550,000 0.25 75,000 7,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.15 . Osher – $110,000 (Note 13) On October 20, 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 110,000 October 20, 2023 five 733,333 0.25 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.15 . Osher – $110,000 (Note 12) On September 20, 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 110,000 September 20, 2023 five 733,333 0.25 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.15 . Brio – $82,500 (Note 11) On September 9, 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. 82,500 September 9, 2023 550,000 0.25 75,000 7,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.15 . Osher – $110,000 (Note 10) On August 31, 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 110,000 August 31, 2023 five 733,333 100,000 10,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.15 . Other – $341,000 (Note 9) In July 2022, the Company entered into an Original Issue Discount Senior Convertible Debentures (the “July 2022 Notes”) totaling (i) $ 341,000 310,000 five 676,936 0.50 The conversion price for the principal in connection with voluntary conversions by the holders of the convertible notes is $ 0.50 Osher – $82,500 (Note 8) On June 22, 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 82,500 June 22, 2023 five 165,000 0.50 75,000 7,500 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Osher – $55,000 (Note 7) On June 1, 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 55,000 June 1, 2023 110,000 0.50 50,000 5,000 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.50 . Brio – $110,000 (Note 6) On May 10, 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. 110,000 May 10, 2023 five 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 . The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to restructure the terms of the note. Osher – $110,000 (Note 5) On April 28, 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 110,000 April 28, 2023 five 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 . The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to restructure the terms of the note. Osher – $110,000 (Note 4) 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 110,000 March 23, 2023 five 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 . The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to restructure the terms of the note. Brio – $110,000 (Note 4) 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. 110,000 March 23, 2023 five 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 . The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to restructure the terms of the note. Osher – $182,936 (Note 3) 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 $ 181,500 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 follows 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: ● 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 The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to restructure the terms of the note. Osher – $60,500 (as amended on October 20, 2020 to $55,000) (Note 2) 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 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 follows 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 The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to restructure the terms of the note. Osher – $457,380 (Note 1) 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 $ 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 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 450,000 1.00 The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to restructure the terms of the note. Previous Noteholders Other – $145,200 On November 21, 2022, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with a third party investor of (i) $ 145,200 November 21, 2023 five 968,000 0.25 132,000 13,200 The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 0.15 On November 23, 2022, third party investor elected to convert the aggregate principal amount of the Note, $ 145,200 968,000 All other previous notes were detailed in our Form 10-K filed on March 31, 2023. No changes occurred related to these notes during the period covered by this Form 10-Q. |