CONVERTIBLE PROMISSORY DEBENTURES | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, 2023 December 31, 2022 January 28, 2020 ($564,138) – 0% interest per annum outstanding principal and interest due August 30, 2024 (“Note 1”) $ 564,138 $ 457,380 January 28, 2020 ($ 564,138 0 August 30, 2024 $ 564,138 $ 457,380 June 23, 2020 ($ 74,621 0 August 30, 2024 74,621 60,500 September 17, 2020 ($ 225,377 0 August 30, 2024 16,714 199,650 42,857 225,377 182,936 March 23, 2022 ($ 259,685 0 August 30, 2024 259,685 220,000 April 28, 2022 ($ 127,979 0 August 30, 2024 127,979 110,000 May 10, 2022 ($ 128,020 0 August 30, 2024 128,020 110,000 June 1, 2022 ($ 63,301 0 August 30, 2024 63,301 55,000 June 22, 2022 ($ 94,314 0 August 30, 2024 94,314 82,500 July 2022 ($ 341,000 0 July 2023 16,500 33,000 324,500 341,000 August 31, 2022 ($ 123,200 0 August 30, 2024 123,200 110,000 September 9, 2022 ($ 92,400 0 August 30, 2024 92,400 82,500 September 20, 2022 ($ 123,200 0 August 30, 2024 123,200 110,000 October 20, 2022 ($ 110,000 0 October 20, 2023 110,000 110,000 November 9, 2022 ($ 92,400 0 August 30, 2024 92,400 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 and nine months ended September 30, 2023 ($ 1,399,200 0 September 1, 2024 181,500 1,210,000 1,217,700 - Total convertible notes payable 3,785,835 2,279,316 Original issue discount (360,290 ) (74,502 ) Beneficial conversion feature (191,842 ) (175,275 ) Debt discount (285,952 ) (392,883 ) Total convertible notes payable $ 2,947,751 $ 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 (6 months remaining) $ 599,500 2024 $ 3,186,336 Long-Term Debt $ 3,785,836 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 106,758 14,121 42,441 39,685 17,979 18,020 8,301 11,814 - 13,200 9,900 13,200 - 9,900 - - 1,399,200 - 1,704,519 Conversion of debt for common stock - - - - - - - - (16,500 ) - - - - - - - (181,500 ) - (198,000 ) Convertible notes payable as of September 30, 2023 $ 564,138 $ 74,621 $ 225,377 $ 259,685 $ 127,979 $ 128,020 $ 63,301 $ 94,314 $ 324,500 $ 123,200 $ 92,400 $ 123,200 $ 110,000 $ 92,400 $ 55,000 $ 110,000 $ 1,217,700 $ - $ 3,785,835 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 106,758 14,121 42,441 39,685 17,979 18,020 8,301 11,814 - 13,200 9,900 13,200 - 9,900 - - 1,346,539 - 1,651,858 2023 accretion of note discounts (4,680 ) (619 ) (1,860 ) (27,220 ) (15,267 ) (16,741 ) (9,857 ) (17,043 ) (69,569 ) (32,367 ) (42,939 ) (60,705 ) (79,756 ) (60,250 ) (39,877 ) (79,754 ) (847,930 ) (50,000 ) (1,456,434 ) Note discounts as of September 30, 2023 $ 102,078 $ 13,502 $ 40,581 $ 37,945 $ 17,190 $ 17,230 $ 7,937 $ 11,296 $ - $ 12,621 $ 9,467 $ 12,621 $ 6,573 $ 19,328 $ 7,397 $ 23,709 $ 498,609 $ - $ 838,084 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 September 30, 2023 $ 462,060 $ 61,119 $ 184,796 $ 221,740 $ 110,789 $ 110,790 $ 55,364 $ 83,018 $ 324,500 $ 110,579 $ 82,933 $ 110,579 $ 103,427 $ 73,072 $ 47,603 $ 86,291 $ 719,091 $ - $ 2,947,751 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 1 % 1 % 1 % 10 % 12 % 13 % 16 % 18 % 21 % 26 % 46 % 49 % 73 % 65 % 73 % 73 % 70 % - 38 % Current Noteholders 2023 Notes – $1,399,200 (Note 17) During the nine months ended September 30, 2023, the Company entered into an Original Issue Discount Senior Convertible Debentures (the “2023 Notes”) with third party investors totaling (i) $ 1,399,200 January 2024 through September 1, 2024 five 9,328,010 0.25 1,272,000 127,200 0.15 On June 2, 2023, a third party investor elected to convert $ 181,500 1,210,000 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 (“Osher”) of (i) $ 110,000 December 22, 2023 five 733,333 0.25 100,000 10,000 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 (“Osher”) of (i) $ 55,000 November 14, 2023 five 366,667 0.25 50,000 5,000 0.15 Brio – $92,400 (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 (“Brio”) of (i) $ 82,500 November 9, 2023 five 550,000 0.25 75,000 7,500 0.15 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 9,900 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 (“Osher”) of (i) $ 110,000 October 20, 2023 733,333 0.25 100,000 10,000 0.15 Osher – $123,200 (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 (“Osher”) of (i) $ 110,000 September 20, 2023 five 733,333 0.25 100,000 10,000 0.15 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 13,200 Brio – $92,400 (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. (“Brio”) of (i) $ 82,500 September 9, 2023 550,000 0.25 75,000 7,500 0.15 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 9,900 Osher – $123,200 (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 (“Osher”) of (i) $ 110,000 August 31, 2023 733,333 0.25 100,000 10,000 0.15 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 13,200 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 July 2023 based on $1.00 for each $0.90909 paid by the noteholder five 676,936 0.50 0.50 The Company has not repaid these convertible notes and the convertible notes are now in default. In October 2023, the noteholders converted their debentures in exchange for the issuance of 649,000 On June 2, 2023, a third party investor elected to convert $ 16,500 33,000 Osher – $94,314 (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 (“Osher”) of (i) $ 82,500 June 22, 2023 165,000 0.50 75,000 7,500 0.50 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $11,814. Osher – $63,301 (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 (“Osher”) of (i) $ 55,000 June 1, 2023 five 110,000 0.50 50,000 5,000 0.50 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 8,301 Brio – $128,020 (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. (“Brio”) of (i) $ 110,000 May 10, 2023 220,000 0.50 100,000 10,000 0.50 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 18,020 Osher – $127,979 (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 (“Osher”) of (i) $ 110,000 April 28, 2023 220,000 0.50 100,000 10,000 0.50 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 17,979 Osher – $129,721 (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 (“Osher”) of (i) $ 110,000 March 23, 2023 five 220,000 0.50 100,000 10,000 0.50 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 19,721 Brio – $129,964 (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. (“Brio”) of (i) $ 110,000 March 23, 2023 five 220,000 0.50 100,000 10,000 0.50 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 19,964 Osher – $225,377 (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 (“Osher”) of (i) $181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by Osher five 8,250 30.00 165,000 16,500 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 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 42,441 Osher – $74,621 (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 (“Osher”) of (i) $ 50,000 June 23, 2021 five 10,000 30.00 50,005 0 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 On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 14,121 Osher – $564,138 (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 (“Osher”) of (i) $ 385,000 January 26, 2021 five 80,209 7.00 350,005 34,995 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 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. On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 106,758 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 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. |