CONVERTIBLE PROMISSORY DEBENTURES | NOTE 5 – CONVERTIBLE PROMISSORY DEBENTURES Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE Note Holder/Original Issuance Date Maturity Date Cash Received Outstanding Balance as of June 30, 2024 Outstanding Balance as of December 31, 2023 Osher Capital Partners LLC January 28, 2020 (“Note 1”) August 30, 2024 $ 350,005 $ 564,138 $ 564,138 June 22, 2022 (“Note 2”) August 30, 2024 75,000 94,314 94,314 August 31, 2022 (“Note 2”) August 30, 2024 100,000 123,200 123,200 September 20, 2022 (“Note 2”) August 30, 2024 100,000 123,200 123,200 October 20, 2022 (“Note 2”) March 31, 2025 100,000 127,000 110,000 November 14, 2022 (“Note 2”) March 31, 2025 50,000 64,350 55,000 December 22, 2022 (“Note 2”) March 31, 2025 100,000 125,000 110,000 July 18, 2023 (“Note 3”) July 18, 2024 60,000 66,000 66,000 December 7, 2023 (“Note 3”) December 7, 2024 40,000 44,000 44,000 May 13, 2024 (“Note 4”) May 13, 2025 35,000 40,000 - Brio Capital Master Fund, Ltd. March 23, 2022 (“Note 2”) August 30, 2024 100,000 129,964 129,964 November 9, 2022 (“Note 2”) August 30, 2024 75,000 92,400 92,400 January 20, 2023 (“Note 3”) March 31, 2025 50,000 62,500 55,000 February 9, 2023 (“Note 3”) March 31, 2025 50,000 62,500 55,000 July 20, 2023 (“Note 3”) July 20, 2024 40,000 44,000 44,000 January 8, 2024 (“Note 4”) January 8, 2025 40,000 44,000 - May 13, 2024 (“Note 4”) May 13, 2025 35,000 40,000 - Various third-party noteholders Various dates in June Various dates in 148,600 163,461 - Notes converted in fiscal 2024 - 841,420 Total convertible notes payable $ 1,548,605 $ 2,010,027 $ 2,507,636 Original issue discount (106,549 ) (225,835 ) Beneficial conversion feature (7,081 ) (22,013 ) Debt discount (115,953 ) (49,489 ) Total convertible notes payable $ 1,780,444 $ 2,210,299 Principal payments on convertible promissory debentures are due as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON CONVERTIBLE PROMISSORY DEBENTURES Year ending December 31, 2024 $ 1,281,216 2025 728,811 Long-Term Debt $ 2,010,027 Changes in convertible notes were as follows: SCHEDULE OF CHANGES IN CONVERTIBLE NOTES Note 1 Note 2 Note 3 Note 4 Totals Convertible notes payable as of December 31, 2022 $ 700,816 $ 1,578,500 $ - $ - $ 2,279,316 Convertible notes payable issued in 2023 163,320 142,000 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 $ 864,136 $ 1,379,500 $ 264,000 $ - $ 2,507,636 Convertible notes payable as of Beginning balance $ 864,136 $ 1,379,500 $ 264,000 $ - $ 2,507,636 Convertible notes payable issued in 2024 - 41,350 15,000 520,397 576,747 Conversion of debt for common stock (299,998 ) (541,422 ) - (232,936 ) (1,074,356 ) Convertible notes payable as of June 30, 2024 $ 564,138 $ 879,428 $ 279,000 $ 287,461 $ 2,010,027 Convertible notes payable as of Ending balance $ 564,138 $ 879,428 $ 279,000 $ 287,461 $ 2,010,027 Changes in note discounts were as follows: SCHEDULE OF CHANGES IN NOTE DISCOUNTS Note 1 Note 2 Note 3 Note 4 Totals Note discounts as of December 31, 2022 $ - $ 642,660 $ - $ - $ 642,660 Note discounts issued in conjunction with debt in 2023 163,320 142,000 1,390,535 - 1,695,855 2023 accretion of note discounts (48,325 ) (683,850 ) (1,309,003 ) - (2,041,178 ) Note discounts as of December 31, 2023 $ 114,995 $ 100,810 $ 81,532 $ - $ 297,337 Note discounts as of Beginning balance $ 114,995 $ 100,810 $ 81,532 $ - $ 297,337 Note discounts issued in conjunction with debt in 2024 - 41,350 15,000 261,521 317,871 2024 accretion of note discounts (93,059 ) (93,975 ) (65,642 ) (132,949 ) (385,625 ) Note discounts as of June 30, 2024 $ 21,936 $ 48,185 $ 30,890 $ 128,572 $ 229,583 Note discounts as of Ending balance $ 21,936 $ 48,185 $ 30,890 $ 128,572 $ 229,583 Convertible notes payable, net, as of December 31, 2023 $ 749,141 $ 1,278,690 $ 182,468 $ - $ 2,210,299 Convertible notes payable, net, as of June 30, 2024 $ 542,202 $ 831,243 $ 248,110 $ 158,889 $ 1,780,444 2023 Effective interest rate 6 % 50 % 496 % - % 81 % 2024 Effective interest rate 16 % 11 % 24 % 46 % 19 % Current Noteholders 2024 Convertible Notes (Note 4) During fiscal 2024, the Company entered into Original Issue Discount Senior Convertible Debentures (the “2024 Notes”) totaling (i) $ 520,396 470,360 January and June 2025 based on $1.00 for each $0.90909 paid by the noteholders five 86,740 10.00 470,360 50,036 6.00 In May 2024, holders converted $ 232,937 38,826 2023 Convertible Notes (Note 3) During fiscal 2023, the Company entered into Original Issue Discount Senior Convertible Debentures (the “2023 Notes”) totaling (i) $ 264,000 240,000 July 2024 through March 2025 based on $1.00 for each $0.90909 paid by the noteholders five 44,002 10.00 240,000 24,000 6.00 On April 9, 2024, a noteholder agreed to extend the note to March 31, 2025 for original issue discount totaling $ 15,000 2022 Convertible Notes (Note 2) During fiscal 2022, the Company entered into Original Issue Discount Senior Convertible Debentures (the “2022 Notes”) totaling (i) $ 879,428 700,000 January 2024 through December 7, 2024 based on $1.00 for each $0.90909 paid by the previous noteholder five 240,534 10.00 770,000 70,000 6.00 On April 10, 2024, a noteholder agreed to extend the notes to between August 2024 and March 2025 for original issue discount totaling $ 41,350 Osher – $564,138 (Note 1) On January 28, 2020, as subsequently amended, 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) $ 564,138 August 30, 2024, based on $1.00 for each $0.90909 paid by Osher five 102,827 5.60 350,005 214,133 3.76 |