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 September 30, 2024 Outstanding Balance as of December 31, 2023 Osher Capital Partners LLC January 28, 2020 (“Note 1”) August 31, 2025 $ 350,005 $ 620,553 $ 564,138 June 22, 2022 (“Note 2”) August 31, 2025 75,000 103,745 94,314 August 31, 2022 (“Note 2”) August 31, 2025 100,000 135,520 123,200 September 20, 2022 (“Note 2”) August 31, 2025 100,000 135,520 123,200 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”) August 31, 2025 60,000 72,600 66,000 December 7, 2023 (“Note 3”) August 31, 2025 40,000 48,400 44,000 May 13, 2024 (“Note 4”) May 13, 2025 35,000 40,000 - August 19, 2024 (“Note 4”) August 19, 2025 7,500 8,250 - Brio Capital Master Fund, Ltd. March 23, 2022 (“Note 2”) August 31, 2025 100,000 142,960 129,964 November 9, 2022 (“Note 2”) August 31, 2025 75,000 101,640 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”) August 31, 2025 40,000 48,400 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 - August 20, 2024 (“Note 4”) August 20, 2025 11,500 12,650 - Various third-party noteholders Various dates in fiscal None outstanding 642,890 - - Previous fiscal 2021, 2022, and 2023 Osher and Brio Notes converted in fiscal 2024 - 841,420 Total convertible notes payable $ 2,061,895 $ 1,995,588 $ 2,507,636 Original issue discount (166,247 ) (225,835 ) Beneficial conversion feature - (22,013 ) Debt discount (38,476 ) (49,489 ) Total convertible notes payable $ 1,790,865 $ 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, 2025 $ 1,995,588 Long-Term Debt $ 1,995,588 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 56,416 97,655 30,400 852,630 1,037,101 Convertible notes payable issued 56,416 97,655 30,400 852,630 1,037,101 Conversion of debt for common stock (299,999 ) (541,420 ) - (707,730 ) (1,549,149 ) Convertible notes payable as of September 30, 2024 $ 620,553 $ 935,735 $ 294,400 $ 144,900 $ 1,995,588 Convertible notes payable as of ending balance $ 620,553 $ 935,735 $ 294,400 $ 144,900 $ 1,995,588 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 56,414 97,657 30,400 470,826 665,297 Note discounts issued in conjunction with debt 56,414 97,657 30,400 470,826 665,297 2024 accretion of note discounts (114,995 ) (116,489 ) (88,501 ) (427,926 ) (747,911 ) Accretion of note discounts (114,995 ) (116,489 ) (88,501 ) (427,926 ) (747,911 ) Note discounts as of September 30, 2024 $ 56,414 $ 81,978 $ 23,431 $ 42,900 $ 204,723 Note discounts as of ending balance $ 56,414 $ 81,978 $ 23,431 $ 42,900 $ 204,723 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 September 30, 2024 $ 564,139 $ 853,757 $ 270,969 $ 102,000 $ 1,790,865 Convertible notes payable, net $ 564,139 $ 853,757 $ 270,969 $ 102,000 $ 1,790,865 2023 Effective interest rate 6 % 50 % 496 % - % 81 % 2024 Effective interest rate 19 % 12 % 30 % 295 % 37 % 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) $ 852,630 aggregate principal amount of Notes (total of $ 771,890 cash was received) due between January and June 2025 based on $1.00 for each $0.90909 paid by the noteholders and (ii) five -year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 213,164 shares of the Company’s Common Stock at an exercise price of $ 7.50 per share. The aggregate cash subscription amount received by the Company for the issuance of the Note and Warrants was $ 771,891 which was issued at a $ 80,739 original issue discount from the face value of the Note. In September 2024, holders converted $ 474,794 118,700 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 7.50 240,000 24,000 4.00 On September 30, 2024, a noteholder agreed to extend the note to August 31, 2025 15,400 On April 9, 2024, a noteholder agreed to extend the note to March 31, 2025 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 7.50 770,000 70,000 4.00 On September 30, 2024, a noteholder agreed to extend the note to August 31, 2025 56,306 On April 10, 2024, a noteholder agreed to extend the notes to between August 2024 and March 2025 41,350 Osher – $564,139 (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) $ 564,139 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 On September 30, 2024, a noteholder agreed to extend the note to August 31, 2025 for original issue discount totaling $ 56,414 |