AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS | NOTE 11 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS Amounts due to related parties as of March 31, 2024 and December 31, 2023 were comprised of the following: March 31, December 31, 2024 2023 Note Payable to Dr. Michael Dent, March 2023 $ --- $ 12,601 Note Payable to Dr. Michael Dent, June 2023 --- 26,875 Note Payable to Dr. Michael Dent, December 2023 --- 166,500 Convertible Note Payable I to Dr. Michael Dent, March 2024 150,000 --- Convertible Note Payable II to Dr. Michael Dent, March 2024 350,000 --- Convertible Note Payable III to Dr. Michael Dent, March 2024 199,621 --- Face value of notes payable to related party 699,621 205,976 Less: unamortized discounts (281,579 ) (34,834 ) Notes payable to related party, total 418,042 171,142 Plus deferred compensation payable to Dr. Michael Dent 300,600 300,600 Total due to related party $ 718,642 $ 471,742 Notes Payable to Dr. Michael Dent On November 8, 2022, the Company entered into a Merchant Cash Advance Factoring Agreement with a trust controlled by Dr. Dent, pursuant to which the Company received an advance of $150,000 (the “November MCA”). The Company was required to repay the November MCA at the rate of $3,750 per week until the balance of $195,000 was repaid, which was scheduled for November 2023. At inception, the Company recognized a note payable in the amount of $195,000 and a discount against the note payable of $45,000. The discount was being amortized over the life of the November MCA. The Company made payments totaling $-0- and $33,750 in the three months ended March 31, 2024 and 2023, respectively. Amortization of debt discount was $-0- and $11,219 in the three months ended March 31, 2024 and 2023, respectively. The November MCA was repaid in full during the fourth quarter of 2023. As of March 31, 2024 and December 31, 2023, remaining payments were $-0- and $-0-, respectively, and the net carrying value was $-0- and $-0-, respectively. On December 13, 2022, the Company entered into a Merchant Cash Advance Factoring Agreement with a trust controlled by Dr. Dent, pursuant to which the Company received an advance of $110,000 (the “December MCA”). The Company was required to repay the December MCA at the rate of $2,750 per week until the balance of $143,000 was repaid, which was scheduled for December 2023. In connection with the December MCA, the Company issued 3,142,857 three-year warrants to the holder with an exercise price of $0.035. The fair value of the warrants was $63,420. At inception, the Company recognized a note payable in the amount of $143,000 and a discount against the note payable of $68,281 for the allocated fair value of the original issue discounts and warrants. The discount was being amortized over the life of the December MCA. The Company made payments totaling $-0- and $24,750 in the three months ended March 31, 2024 and 2023, respectively. Amortization of debt discount was $-0- and $17,070 in the three months ended March 31, 2024 and 2023, respectively. The December MCA was repaid in full during the fourth quarter of 2023. As of March 31, 2024 and December 31, 2023, remaining payments were $-0- and $-0-, respectively, and the net carrying value was $-0- and $-0-, respectively. On January 5, 2023, the Company issued an unsecured promissory note to Dr. Dent with a face value of $10,000 (the “$10k Dent Note”). The $10k Dent Note bore interest at a rate of 15% per annum and was scheduled to mature six months from issuance. In connection with the $10k Dent Note, the Company issued 96,154 five-year warrants to the holder with an exercise price of $0.104. The fair value of the warrants was $6,843. At inception, the Company recognized a note payable in the amount of $10,000 and a discount against the note payable of $3,851 for the allocated fair value of the warrants. The discount was to be amortized over the life of the $10k Dent Note. The $10k Dent Note was repaid in full during January 2023. Amortization of debt discount and interest expense prior to repayment were $269 and $53, respectively, in the three months ended March 31, 2023. In connection with the repayment, the Company recognized a loss on extinguishment of debt of $3,582 in the three months ended March 31, 2023. On January 13, 2023, the Company issued an unsecured promissory note to Dr. Dent with a face value of $161,000 (the “January 2023 Dent Note”). Net proceeds were $160,000, taking into account the original issue discount of $1,000. The January 2023 Dent Note bore interest at a rate of 15% per annum and was scheduled to mature six months from issuance. In connection with the January 2023 Dent Note, the Company issued 860,215 three-year warrants to Dr. Dent with an exercise price of $0.093. The fair value of the warrants was $56,123. At inception, the Company recognized a note payable in the amount of $161,000 and a discount against the note payable of $42,553 for the allocated fair value of the original issue discount and warrants. The discount was to be amortized over the life of the January 2023 Dent Note. The January 2023 Dent Note was repaid in full during January 2023. Amortization of debt discount and interest expense prior to repayment were $1,373 and $397, respectively, in the three months ended March 31, 2023. In connection with the repayment, the Company recognized a loss on extinguishment of debt of $41,181 in the three months ended March 31, 2023. On February 14, 2023, the Company issued an unsecured promissory note to Dr. Dent with a face value of $186,000 (the “February 2023 Dent Note”). Net proceeds were $185,000 after an original issue discount of $1,000. The February 2023 Dent Note bore interest at a rate of 15% per annum and matured six months from issuance. In connection with the February 2023 Dent Note, the Company issued 685,185 three-year warrants to Dr. Dent with an exercise price of $0.135. The fair value of the warrants was $66,136. At inception, the Company recognized a note payable in the amount of $186,000 and a discount against the note payable of $50,989 for the allocated fair value of the original issue discounts and warrants. The discount was amortized over the life of the February 2023 Dent Note. No payments were made on the February 2023 Dent Note in the three months ended March 31, 2023. Amortization of debt discount and interest expense were $1,373 and $3,440, respectively, in the three months ended March 31, 2023. On March 14, 2023, the Company issued a promissory note payable to a trust controlled by Dr. Dent with a stated principal amount of $112,510 and prepaid interest of $13,501 for total scheduled repayments of $126,011 (the “March 2023 Dent Note”). The March 2023 Dent Note had an original issue discount of $12,510, resulting in net proceeds to the Company of $100,000. At inception, the Company recognized a note payable in the amount of $126,011 and a discount against the note payable of $26,011. The March 2023 Dent Note did not bear interest in excess of the prepaid interest and original issue discount and matured on March 14, 2024. The Company was required to make 10 monthly payments of $12,601 starting April 30, 2023. At inception, the Company recorded a discount against the note of $26,011, representing the difference between the total required repayments and the net proceeds received, which is being amortized over the repayment period. The March 2023 Dent Note gave the holder a conversion right at a 15% discount to the market price of the Company’s common stock in the event of default. The Company determined that the fair value of the contingent conversion option was immaterial and therefore did not allocate any value related to the option to the proceeds received. The Company made payments totaling $12,601 and $-0- in the three months ended March 31, 2024 and 2023, respectively. Amortization of debt discount was $2,504 and $1,292 in the three months ended March 31, 2024 and 2023, respectively. The March 2023 Dent Note was repaid in January 2024. On June 26, 2023, the Company issued an unsecured promissory note to Dr. Michael Dent with a face value of $25,000 (the “June 2023 Dent Note”). The June 2023 Dent Note bore a fixed interest charge of $1,875 (15% per annum) and matured on December 26, 2023. At inception, the Company recorded a note payable in the amount of $26,875 and a discount against the note of $1,875. The Company made payments totaling $25,000 and $-0- in the three months ended March 31, 2024 and 2023, respectively. Amortization of debt discount was $-0- and $1,292 in the three months ended March 31, 2024 and 2023, respectively. The June 2023 Dent Note was repaid in January 2024. On December 1, 2023, the Company issued an unsecured promissory note to a trust controlled by Dr. Dent with a face value of $150,000 (the “December 2023 Dent Note”). The December 2023 Dent Note bore a fixed interest charge of $15,000 (10% per annum) and $1,500 in fixed fees and matured on February 28, 2024. The Company received net proceeds of $150,000 after discounts and fees. In connection with the note, the Company issued 1,500,000 five-year warrants to the holder with an exercise price of $0.06. The fair value of the warrants was $32,269. At inception, the Company recorded a note payable in the amount of $166,500 and a discount against the note payable of $48,769 for the allocated fair value of the original issue discount and warrants. The Company made payments totaling $-0- and $-0- in the three months ended March 31, 2024 and 2023, respectively, on the December 2023 Dent Note. Amortization of debt discount was $32,330 and $-0- in the three months ended March 31, 2024 and 2023, respectively. On March 27, 2024, the December 2023 Dent Note was refinanced and replaced with the March 2024 Dent Note III as described below. No loss on extinguishment of debt was recognized in the three months ended March 31, 2024 because the discount was fully amortized at the time of the refinancing. On March 27, 2024, the Company issued to a trust controlled by Dr. Michael Dent three separate notes payable as follows: (1) a note payable with a principal of $350,000, an interest rate of 12% per annum, and a maturity date of June 27, 2024 (the “March 2024 Dent Note I”), (2) a note payable with a principal of $150,000, an interest rate of 12% per annum, and a maturity date of August 24, 2024 (the “March 2024 Dent Note II”), and (3) a note payable with a principal of $166,500, an interest rate of 12% per annum, and a maturity date of August 28, 2024 (the “March 2024 Dent Note III”, and collectively, the “March 2024 Dent Notes”). The full amount of principal and accrued interest on each of the March 2024 Dent Notes is due at the respective maturity date of each note. Each of the March 2024 Dent Notes is convertible at any time at the holder’s option into shares of Company common stock at a fixed conversion price of $0.0573 per share. In connection with the issuance of the March 2024 Dent Notes, the Company also issued to the holder a ten-year warrant to purchase 6,660,000 shares of the Company’s common stock at an exercise price of $0.06 per share (the “March 2024 Warrant”). The fair value of the March 2024 Warrant was $254,345. Net proceeds from the March 2024 Dent Note I were $350,000. At inception, the Company recorded a discount of $203,588, representing the allocated fair value of the beneficial conversion feature (“BCF”) and the portion of the fair value of the March 2024 Warrant allocated to the March 2024 Dent Note I. The discount is being amortized over the life of the note. Amortization expense related to the note discount was $8,852 and $-0- in the three months ended March 31, 2024 and 2023, respectively. The Company made no payments against the March 2024 Dent Note I in the three months ended March 31, 2024 or 2023. As of March 31, 2024 and December 31, 2023, remaining principal payments were $350,000 and $-0-, respectively, the net carrying value was $155,264 and $-0-, respectively, and accrued interest was $460 and $-0-, respectively. Net proceeds from the March 2024 Dent Note II were $150,000. At inception, the Company recorded a discount of $89,222, representing the allocated fair value of the BCF and the portion of the fair value of the March 2024 Warrant allocated to the March 2024 Dent Note II. The discount is being amortized over the life of the note. Amortization expense related to the note discount was $2,379 and $-0- in the three months ended March 31, 2024 and 2023, respectively. The Company made no payments against the March 2024 Dent Note II in the three months ended March 31, 2024 or 2023. As of March 31, 2024 and December 31, 2023, remaining principal payments were $150,000 and $-0-, respectively, the net carrying value was $63,157 and $-0-, respectively, and accrued interest was $197 and $-0-, respectively. The March 2024 Dent Note III refinanced the previously issued December 2023 Dent Note in the same principal amount of $166,500. Because the two notes were determined to be substantially different, the issuance of the March 2024 Dent Note III and repayment of the December 2023 Dent Note was treated as an extinguishment and reissuance. Accordingly, the Company recognized a loss on debt extinguishment of $96,660 on the transaction date, comprised of $63,539 for the portion of the fair value of the March 2024 Warrant allocated to the March 2024 Dent Note III and $33,121 for the excess of the fair value of the March 2024 Dent Note III over the carrying value of the refinanced December 2023 Dent Note. The March 2024 Dent Note III was recorded at its fair value of $199,621 and will be revalued at future period ends. As of March 31, 2024 and December 31, 2023, remaining principal payments were $166,500 and $-0-, respectively, the carrying value was $199,621 and $-0-, respectively, and accrued interest was $219 and $-0-, respectively. Interest accrued on notes and convertible notes payable to related parties as of March 31, 2024 and December 31, 2023 was $3,202 and $7,456, respectively. Interest expense on the loans was $3,202 and $3,890 in the three months ended March 31, 2024 and 2023, respectively. Deferred Compensation Payable to Dr. Michael Dent There was no activity related to deferred compensation payable to Dr. Michael Dent and therefore, as of March 31, 2024 and December 31, 2023, the balance was $300,600 and $300,600, respectively. Other Related Transactions Our outside directors each receive compensation equal to $20,000 in shares of restricted stock per annum. As of March 31, 2024 and December 31, 2023, we had 816,328 and 408,164 shares, respectively, issuable to our directors under such compensation arrangements. During the three months ended March 31, 2024 and 2023, the Company paid Dr. Dent’s spouse $39,038 and $27,885, respectively, in consulting fees pursuant to a consulting agreement. |