CONVERTIBLE PROMISSORY DEBENTURES | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 January 28, 2020 ($564,138) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“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 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 63,302 55,000 June 22, 2022 ($ 94,314 0 August 30, 2024 94,314 82,500 July 2022 ($ 341,000 0 July 2023 341,000 of principal of the Note into 17,050 common shares (“Note 9”) - 341,000 August 31, 2022 ($ 123,200 0 August 30, 2024 123,200 110,000 September 9, 2022 ($ 92,400 0 August 30, 2024 (“Note 11”) 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 (“Note 13”) 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 (“Note 15”) 55,000 55,000 December 22, 2022 ($ 110,000 0 December 22, 2023 (“Note 16”) 110,000 110,000 July 2022 ($ 341,000 0 July 2023 1,179,200 of principal of the Note into 196,534 common shares (“Note 17”) 264,000 - Total convertible notes payable 2,507,636 2,279,316 Original issue discount (225,835 ) (74,502 ) Beneficial conversion feature (22,013 ) (175,275 ) Debt discount (49,489 ) (392,883 ) Total convertible notes payable $ 2,210,299 $ 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, 2024 $ 2,507,636 Long-Term Debt $ 2,507,636 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, Begining balance $ 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 8,302 11,814 - 13,200 9,900 13,200 - 9,900 - - 1,443,200 - 1,748,520 Convertible notes payable issued 106,758 14,121 42,441 39,685 17,979 18,020 8,302 11,814 - 13,200 9,900 13,200 - 9,900 - - 1,443,200 - 1,748,520 Conversion of debt for common stock - - - - - - - - (341,000 ) - - - - - - - (1,179,200 ) - (1,520,200 ) Convertible notes payable as of December 31, 2023 $ 564,138 $ 74,621 $ 225,377 $ 259,685 $ 127,979 $ 128,020 $ 63,302 $ 94,314 $ - $ 123,200 $ 92,400 $ 123,200 $ 110,000 $ 92,400 $ 55,000 $ 110,000 $ 264,000 $ - $ 2,507,636 Convertible notes payable, Ending balance $ 564,138 $ 74,621 $ 225,377 $ 259,685 $ 127,979 $ 128,020 $ 63,302 $ 94,314 $ - $ 123,200 $ 92,400 $ 123,200 $ 110,000 $ 92,400 $ 55,000 $ 110,000 $ 264,000 $ - $ 2,507,636 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, Begining balance $ - $ - $ - $ 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 8,302 11,814 - 13,200 9,900 13,200 - 9,900 - - 1,390,539 - 1,695,859 Note discounts issued in conjunction with debt 106,758 14,121 42,441 39,685 17,979 18,020 8,302 11,814 - 13,200 9,900 13,200 - 9,900 - - 1,390,539 - 1,695,859 2023 accretion of note discounts (31,589 ) (4,178 ) (12,558 ) (37,223 ) (19,799 ) (21,283 ) (11,949 ) (20,019 ) (69,569 ) (35,694 ) (45,435 ) (64,032 ) (86,329 ) (71,785 ) (47,274 ) (103,463 ) (1,309,003 ) (50,000 ) (2,041,182 ) Accretion of note discounts (31,589 ) (4,178 ) (12,558 ) (37,223 ) (19,799 ) (21,283 ) (11,949 ) (20,019 ) (69,569 ) (35,694 ) (45,435 ) (64,032 ) (86,329 ) (71,785 ) (47,274 ) (103,463 ) (1,309,003 ) (50,000 ) (2,041,182 ) Note discounts as of December 31, 2023 $ 75,169 $ 9,943 $ 29,883 $ 27,942 $ 12,658 $ 12,688 $ 5,846 $ 8,320 $ - $ 9,294 $ 6,971 $ 9,294 $ - $ 7,793 $ - $ - $ 81,536 $ - $ 297,337 Note discounts, Ending balance $ 75,169 $ 9,943 $ 29,883 $ 27,942 $ 12,658 $ 12,688 $ 5,846 $ 8,320 $ - $ 9,294 $ 6,971 $ 9,294 $ - $ 7,793 $ - $ - $ 81,536 $ - $ 297,337 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 December 31, 2023 $ 488,969 $ 64,678 $ 195,494 $ 231,743 $ 115,321 $ 115,332 $ 57,456 $ 85,994 $ - $ 113,906 $ 85,429 $ 113,906 $ 110,000 $ 84,607 $ 55,000 $ 110,000 $ 182,464 $ - $ 2,210,299 Convertible notes payable, net $ 488,969 $ 64,678 $ 195,494 $ 231,743 $ 115,321 $ 115,332 $ 57,456 $ 85,994 $ - $ 113,906 $ 85,429 $ 113,906 $ 110,000 $ 84,607 $ 55,000 $ 110,000 $ 182,464 $ - $ 2,210,299 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 6 % 6 % 6 % 14 % 15 % 17 % 19 % 21 % - % 29 % 49 % 52 % 78 % 78 % 86 % 94 % 496 % - % 81 % Current Noteholders 2023 Notes – $1,443,200 (Note 17) During the year ended December 31, 2023, the Company entered into an Original Issue Discount Senior Convertible Debentures (the “2023 Notes”) with third party investors totaling (i) $ 1,443,200 aggregate principal amount of Note due on various dates from January 2024 through December 7, 2024 based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 233,200 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $ 1,312,000 which was issued at a $ 131,200 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. On June 2, 2023, a third-party investor elected to convert $ 181,500 of principal of the Note into 30,250 common shares. In October 2023, the holders of $ 997,700 of Original Issue Discount Senior Convertible Debentures converted their debentures at a contractual exercise price of $ 10.00 per share in exchange for the issuance of 166,284 shares of Common Stock to the holders. 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 aggregate principal amount of Note due December 22, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 18,334 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to convert or restructure the terms of the note. 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 aggregate principal amount of Note due November 14, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 9,167 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher noteholder for the issuance of the Note and Warrants was $ 50,000 which was issued at a $ 5,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to convert or restructure the terms of the note. 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 aggregate principal amount of Note due November 9, 2023 based on $1.00 for each $0.90909 paid by Brio and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 13,750 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $ 75,000 which was issued at a $ 7,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. On September 14, 2023, Brio 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 aggregate principal amount of Note due October 20, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 18,334 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to convert or restructure the terms of the note. 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 aggregate principal amount of Note due September 20, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 18,334 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. 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 aggregate principal amount of Note due September 9, 2023 based on $1.00 for each $0.90909 paid by Brio and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 13,750 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $ 75,000 which was issued at a $ 7,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. On September 14, 2023, Brio 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 aggregate principal amount of Note due August 31, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 18,334 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. 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 aggregate principal amount of Note (total of $ 310,000 cash was received) due in various dates in July 2023 based on $1.00 for each $0.90909 paid by the noteholder and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 16,923 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The conversion price for the principal in connection with voluntary conversions by the holders of the convertible notes is $ 20.00 per share. In October 2023, the noteholders converted the remaining $ 324,500 in exchange for the issuance of 16,225 shares of Common Stock to the holders. On June 2, 2023, a third-party investor elected to convert $ 16,500 of principal of the Note into 825 common shares. 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 aggregate principal amount of Note due June 22, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 4,125 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 75,000 which was issued at a $ 7,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 11,814 . Osher – $63,302 (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 aggregate principal amount of Note due June 1, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 2,750 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 50,000 which was issued at a $ 5,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. On September 14, 2023, Osher agreed to extend the note to August 30, 2024 for original issue discount of $ 8,302 . 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 aggregate principal amount of Note due May 10, 2023 based on $1.00 for each $0.90909 paid by Brio and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 5,500 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. On September 14, 2023, Brio 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 aggregate principal amount of Note due April 28, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 5,500 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. 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 aggregate principal amount of Note due March 23, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 5,500 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. 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 aggregate principal amount of Note due March 23, 2023 based on $1.00 for each $0.90909 paid by Brio and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 5,500 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. On September 14, 2023, Brio 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 and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 206 shares of the Company’s Common Stock at an exercise price of $ 1,200.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 165,000 which was issued at a $ 16,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 15.60 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. 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 206 warrant shares to 11,634 warrant shares at an exercise price of $ 23.60 per share. ● 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 to $ 717,530 which is issued at a $ 65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022. ● In exchange for the extension of the Note, the Company issued Osher five -year warrants to purchase an aggregate of 11,250 shares of the Company’s common stock at an exercise price of $ 40.00 per share. On October 28, 2021, Osher elected to convert $ 16,714 of the aggregate principal amount of the Note of $ 199,650 , into 1,071 common shares. 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 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 250 shares of the Company’s Common Stock at an exercise price of $ 1,200.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 50,005 which was issued at a $ 0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 15.60 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. 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 to $ 55,000 . The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 50,005 which was issued at an amended $ 4,995 original issue discount from the face value of the Note. ● The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 250 warrant shares to 3,526 warrant shares at an exercise price of $ 23.60 per share. ● 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 to $ 717,530 which is issued at a $ 65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022. ● In exchange for the extension of the Note, the Company issued Osher five -year warrants to purchase an aggregate of 11,250 shares of the Company’s common stock at an exercise price of $ 40.00 per share. 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 aggregate principal amount of Original Issue Discount Senior Convertible Debenture due January 26, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants to purchase up to an aggregate of 2,005 shares of the Company’s Common Stock at an exercise price of $ 280.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the note and warrants was $ 350,005 which was issued at a $ 34,995 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 3.76 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends. 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 2,005 warrant shares to 102,827 warrant shares at an exercise price of $ 5.60 per share. ● The parties amended the Note to provide for interest at 8 % per annum. ● 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 to $ 717,530 which is issued at a $ 65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022. ● In exchange for the extension of the Note, the Company issued Osher five -year warrants to purchase an aggregate of 11,250 shares of the Company’s common stock at an exercise price of $ 40.00 per share. 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 aggregate principal amount of Note due November 21, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 24,200 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $ 132,000 which was issued at a $ 13,200 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends. On November 23, 2022, third party investor elected to convert the aggregate principal amount of the Note, $ 145,200 , into 24,200 common shares. 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-K. | NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 30, 2022 December 31, 2021 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 ($ 199,650 0% October 20, 2022 16,714 199,650 1 ,071 182,936 182,936 March 23, 2022 ($ 220,000 0% March 23, 2023 220,000 - April 28, 2022 ($ 110,000 0% April 28, 2023 110,000 - May 10, 2022 ($ 110,000 0% May 10, 2023 110,000 - June 1, 2022 ($ 55,000 0% June 1, 2023 55,000 - June 22, 2022 ($ 82,500 0% June 22, 2023 82,500 - July 2022 ($ 341,000 0% July 2023 341,000 - August 31, 2022 ($ 110,000 0% August 31, 2023 110,000 - September 9, 2022 ($ 82,500 0% September 9, 2023 82,500 - September 20, 2022 ($ 110,000 0% September 20, 2023 110,000 - October 20, 2022 ($ 110,000 0% October 20, 2023 110,000 - November 9, 2022 ($ 82,500 0% November 9, 2023 82,500 - November 14, 2022 ($ 55,000 0% November 14, 2023 55,000 - December 22, 2022 ($ 110,000 0% 110,000 - Total convertible notes payable 2,279,316 700,816 Original issue discount (74,502 ) (53,614 ) Beneficial conversion feature (175,275 ) - Debt discount (392,883 ) - Total convertible notes payable $ 1,636,656 $ 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, - 2024 $ 2,279,316 Long-Term Debt $ 2,279,316 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 Other Totals Convertible notes payable as of January 1, 2021 $ 385,000 $ 50,000 $ 181,500 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 616,500 Extension of convertible note payable 72,380 10,500 18,150 - - - - - - - - - - - - - - 101,030 Exchange of convertible note payable for common stock - - (16,714 ) - - - - - - - - - - - - - - (16,714 ) 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 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 Other Totals Note discounts as of January 1, 2020 $ 73,418 $ 5,830 $ 18,584 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 97,832 Note discounts in conjunction with extension of convertible note 41,580 5,500 18,150 - - - - - - - - - - - - - - 65,230 2021 accretion of note discounts (80,822 ) (6,809 ) (21,817 ) - - - - - - - - - - - - - - (109,448 ) Note discounts as of December 31, 2021 34,176 4,521 14,917 - - - - - - - - - - - - - - 53,614 Note discounts issued in conjunction with debt - - - 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 ) 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 $ 592,660 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 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 % Current Noteholders 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 aggregate principal amount of Note due December 22, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 18,334 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due November 14, 2023 based on $1.00 for each $0.90909 paid by Osher five -year Common Stock Purchase Warrants (“Warrants”) 9,167 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher noteholder for the issuance of the Note and Warrants was $ 50,000 which was issued at a $ 5,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due November 9, 2023 based on $1.00 for each $0.90909 paid by Brio and (ii) five-year Common Stock Purchase Warrants (“Warrants”) 13,750 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $ 75,000 which was issued at a $ 7,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due October 20, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 18,334 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due September 20, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 18,334 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due September 9, 2023 based on $1.00 for each $0.90909 paid by Brio and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 13,750 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $ 75,000 which was issued at a $ 7,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due August 31, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 18,334 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note (total of $ 310,000 cash was received) due in various dates in July 2023 based on $1.00 for each $0.90909 paid by the noteholder and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 16,923 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The conversion price for the principal in connection with voluntary conversions by the holders of the convertible notes is $ 20.00 per share . 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 aggregate principal amount of Note due June 22, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 4,125 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 75,000 which was issued at a $ 7,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due June 1, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 2,750 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 50,000 which was issued at a $ 5,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due May 10, 2023 based on $1.00 for each $0.90909 paid by Brio and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 5,500 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due April 28, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 5,500 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due March 23, 2023 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 5,500 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 aggregate principal amount of Note due March 23, 2023 based on $1.00 for each $0.90909 paid by Brio and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 5,500 shares of the Company’s Common Stock at an exercise price of $ 20.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance of the Note and Warrants was $ 100,000 which was issued at a $ 10,000 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 20.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 – $199,650 (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 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 and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 206 shares of the Company’s Common Stock at an exercise price of $ 1,200.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 165,000 which was issued at a $ 16,500 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 15.60 per share, as amended on October 20, 2020, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 206 warrant shares to 11,634 warrant shares at an exercise price of $ 23.60 per share. ● 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 -year warrants to purchase an aggregate of 11,250 shares of the Company’s common stock at an exercise price of $ 40.00 per share. On October 28, 2021, Osher elected to convert $ 16,714 of the aggregate principal amount of the Note of $ 199,650 , into 1,071 common shares. 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 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021 based on $1.00 for each $0.90909 paid by Osher and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 250 shares of the Company’s Common Stock at an exercise price of $ 1,200.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $ 50,005 which was issued at a $ 0 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 15.60 per share, as amended on October 20, 2020, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 250 warrant shares to 3,526 warrant shares at an exercise price of $ 23.60 per share. ● 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 warrants to purchase an aggregate of 11,250 shares of the Company’s common stock at an exercise price of $ 40.00 per share. 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) 3.76 per share, as amended on October 20, 2020, subject to adjustment as provided therein , such as stock splits and stock dividends . 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 2,005 warrant shares to 102,827 warrant shares at an exercise price of $ 5.60 per share. ● 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 warrants to purchase an aggregate of 11,250 shares of the Company’s common stock at an exercise price of $ 40.00 per share. 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 aggregate principal amount of Note due November 21, 2023 based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five -year Common Stock Purchase Warrants (“Warrants”) 24,200 shares of the Company’s Common Stock at an exercise price of $ 10.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $ 132,000 which was issued at a $ 13,200 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $ 6.00 per share, subject to adjustment as provided therein , such as stock splits and stock dividends. On November 23, 2022, third party investor elected to convert the aggregate principal amount of the Note, $ 145,200 , into 24,200 All other 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 S-1. |