General form of registration statement for all companies including face-amount certificate companies

CONVERTIBLE PROMISSORY DEBENTURES

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CONVERTIBLE PROMISSORY DEBENTURES
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Debt Disclosure [Abstract]    
CONVERTIBLE PROMISSORY DEBENTURES

NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES

 

Convertible notes payable consisted of the following:

 

    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% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 1”)   $ 564,138     $ 457,380  
June 23, 2020 ($74,621) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 2”)     74,621       60,500  
September 17, 2020 ($225,377) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 3”).     225,377       182,936  
March 23, 2022 ($259,685) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 4”)     259,685       220,000  
April 28, 2022 ($127,979) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 5”)     127,979       110,000  
May 10, 2022 ($128,020) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 6”)     128,020       110,000  
June 1, 2022 ($63,301) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 7”)     63,302       55,000  
June 22, 2022 ($94,314) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 8”)     94,314       82,500  
July 2022 ($341,000) – 0% interest per annum outstanding principal and interest due various dates July 2023. During fiscal year 2023, the investors elected to convert $341,000 of principal of the Note into 17,050 common shares (“Note 9”)     -       341,000  
August 31, 2022 ($123,200) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 10”)     123,200       110,000  
September 9, 2022 ($92,400) – 0% interest per annum outstanding principal and interest due August 30, 2024 (“Note 11”)     92,400       82,500  
September 20, 2022 ($123,200) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 12”)     123,200       110,000  
October 20, 2022 ($110,000) – 0% interest per annum outstanding principal and interest due October 20, 2023 (“Note 13”)     110,000       110,000  
November 9, 2022 ($92,400) – 0% interest per annum outstanding principal and interest due August 30, 2024, as amended (“Note 14”)     92,400       82,500  
November 14, 2022 ($55,000) – 0% interest per annum outstanding principal and interest due November 14, 2023 (“Note 15”)     55,000       55,000  
December 22, 2022 ($110,000) – 0% interest per annum outstanding principal and interest due December 22, 2023 (“Note 16”)     110,000       110,000  
July 2022 ($341,000) – 0% interest per annum outstanding principal and interest due various dates July 2023. During fiscal year 2023, the investors elected to convert $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:

 

Year ending December 31,      
2024   $ 2,507,636  
Long-Term Debt   $ 2,507,636  

 

 

Changes in convertible notes were as follows:

 

    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       8,302       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  

 

Changes in note discounts were as follows:

 

    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       8,302       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 )
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  
                                                                                                                                                         
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  
                                                                                                                                                         
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:

   

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% interest per annum outstanding principal and interest due October 20, 2022 (“Note 1”)   $ 457,380     $ 457,380  
June 23, 2020 ($60,500) – 0% interest per annum outstanding principal and interest due October 20, 2022 (“Note 2”)     60,500       60,500  
September 17, 2020 ($199,650) – 0% interest per annum outstanding principal and interest due October 20, 2022. 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 (“Note 3”).     182,936       182,936  
March 23, 2022 ($220,000) – 0% interest per annum outstanding principal and interest due March 23, 2023 (“Note 4”)     220,000       -  
April 28, 2022 ($110,000) – 0% interest per annum outstanding principal and interest due April 28, 2023 (“Note 5”)     110,000       -  
May 10, 2022 ($110,000) – 0% interest per annum outstanding principal and interest due May 10, 2023 (“Note 6”)     110,000       -  
June 1, 2022 ($55,000) – 0% interest per annum outstanding principal and interest due June 1, 2023 (“Note 7”)     55,000       -  
June 22, 2022 ($82,500) – 0% interest per annum outstanding principal and interest due June 22, 2023 (“Note 8”)     82,500       -  
July 2022 ($341,000) – 0% interest per annum outstanding principal and interest due various dates July 2023 (“Note 9”)     341,000       -  
August 31, 2022 ($110,000) – 0% interest per annum outstanding principal and interest due August 31, 2023 (“Note 10”)     110,000       -  
September 9, 2022 ($82,500) – 0% interest per annum outstanding principal and interest due September 9, 2023 (“Note 11”)     82,500       -  
September 20, 2022 ($110,000) – 0% interest per annum outstanding principal and interest due September 20, 2023 (“Note 12”)     110,000       -  
October 20, 2022 ($110,000) – 0% interest per annum outstanding principal and interest due October 20, 2023 (“Note 13”)     110,000       -  
November 9, 2022 ($82,500) – 0% interest per annum outstanding principal and interest due November 9, 2023 (“Note 14”)     82,500       -  
November 14, 2022 ($55,000) – 0% interest per annum outstanding principal and interest due November 14, 2023 (“Note 15”)     55,000       -  
December 22, 2022 ($110,000) – 0% interest per annum outstanding principal and interest due September 9, 2023 (“Note 16”)     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:

 

Year ending December 31,      
      -  
2024   $ 2,279,316  
Long-Term Debt   $ 2,279,316  

 

Changes in convertible notes were as follows:

    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:

 

    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 )
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 (“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.

 

 

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.

 

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 (“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.

 

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.

 

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 (“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.

 

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. (“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.

 

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 (“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.

 

 

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.

 

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 (“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.

 

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 (“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.

 

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. (“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.

 

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 (“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.

 

 

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 (“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.

 

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. (“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.

 

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 (“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.

 

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 (“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.

 

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% 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.

 

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”) 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, 2022. No changes occurred related to these notes during the period covered by this Form S-1.