NOTES PAYABLE

9 Months Ended

Sep. 30, 2024

NOTES PAYABLE

NOTES PAYABLE

NOTE 7 - NOTES PAYABLE

Notes payable consist of the following at:

	September 30, 2024			December 31, 2023
Note payable, secured, 12% interest, due June 2024	$	-		$	300,000
Note payable, secured, 12% interest, due April 2026		95,000			95,000
Notes payable, secured, 12% interest, due December 2023		10,000			10,000
Notes payable, 12% interest, due starting August 2024		325,000			500,000
Notes payable, 18% interest, due starting August 2024		350,000			125,000
Note payable, 18% interest, due January 2025		100,000			-
Note payable, 18% interest, due January 2025		50,000			-
Note payable, 24% interest, due February 2025		100,000			-
Total notes payable	$	1,030,000		$	1,030,000
Less current portion		(935,000	)		(1,030,000	)
Total Notes Payable - long term	$	95,000		$	-

On January 1, 2020, the Company entered into an agreement to consolidate three notes payable above dated September 2, 2016 and February 2, 2018 into one $300,000, 12% note due September 1, 2021. As consideration the Company issued the note holder 175,000 shares of common stock valued at $61,250 which was recorded as financing expense. On May 1, 2022, for the issuance of 25,000 shares valued at $29,000 on the date of commitment, the loan was further extended to September 1, 2024. The Company evaluated the modification under ASC 470-50 and determined that the modifications were considered substantial and qualified for extinguishment accounting under such guidance. As such the Company recorded a loss on extinguishment of debt of $61,250 associated with the excess reacquisition cost of the new debt over the carrying value of the original debt. On January 19, 2024, the Company issued 3,000,000 shares of common stock in settlement of the principal amount of $300,000 and accrued interest of $10,948. As of September 30, 2024 and December 31, 2023, the balance of the note was $0 and $300,000, respectively.

On April 26, 2021, the Company entered into a $95,000, 12% note payable due on April 26, 2026. As of September 30, 2024 and December 31, 2023, the balance of the note was $95,000.

On August 18, 2021, the Company entered into a $10,000, 12% note payable due on August 18, 2022. On April 10, 2022 the note was amended to have a due date of December 7, 2023. As of September 30, 2024 and December 31, 2023, the balance of the note was $10,000.

On August 3, 2023 the Company’s wholly owned subsidiary initiated an offering of 12% Notes with maturity dates of 12 months starting on August 3, 2024. As of September 30, 2024 and December 31, 2023, the Company has raised $575,000 and $500,000, respectively, under the offering. On April 3, 2024, the Company issued 3,857,143 shares of common stock to one noteholder for the conversion of $250,000 principal and $20,055 accrued interest at $0.45 per share. As of September 30, 2024 and December 31, 2023, the balance of the notes was $325,000 and $500,000, respectively.

On October 19, 2023 the Company’s wholly owned subsidiary initiated an offering of 18% Notes with maturity dates of 12 months starting on August 3, 2024. As of September 30, 2024 and December 31, 2023, the Company has raised $350,000 and $125,000, respectively, under the offering. As of September 30, 2024 and December 31, 2023, the balance of the notes was $350,000 and $125,000, respectively.

On July 24, 2024, the Company entered into a $50,000, 18% note payable due on January 24, 2025. As of September 30, 2024 and December 31, 2023, the balance of the note was $50,000 and $0, respectively.

On July 25, 2024, the Company entered into a $100,000, 18% note payable due on January 25, 2025. As of September 30, 2024 and December 31, 2023, the balance of the note was $100,000 and $0, respectively.

On August 5, 2024, the Company entered into a $100,000, 24% note payable due on February 5, 2025. As of September 30, 2024 and December 31, 2023, the balance of the note was $100,000 and $0, respectively.

Interest expense including amortization of the associated debt discount for the nine months ended September 30, 2024 and 2023 was $97,011 and $88,282, respectively.

Convertible notes payable, net of debt discount consist of the following:

	September 30, 2024			December 31, 2023
Convertible note payable, secured, 12% interest, due August 31, 2019, in default	$	40,000		$	50,000
Convertible note payable, secured, 10% interest, due February 2024		45,000			45,000
Convertible note payable, secured, 12% interest, due Feb 15, 2026		75,000			75,000
Convertible notes payable, secured, 4% interest, due October 14, 2020, in default		75,000			75,000
Convertible note payable ,12% interest, due May 2020, in default		108,500			108,500
Convertible note payable, secured, 10% interest, due May 1, 2024		-			350,000
Convertible notes payable, secured, 4% interest, due March 3, 2021, in default		10,500			25,000
Convertible notes payable, 8% interest, due December 2023		-			295,000
Convertible note payable, 12% interest, due May 25		25,000			-
Convertible notes payable, 8% interest, due March 2025		20,000			-
Convertible notes payable, 12% interest, due April 2026		150,000			-
Convertible notes payable, 12% interest, due May 2026		100,000			-
Convertible note payable, 12% interest, due July 2026		50,000			-
Total convertible notes payable		699,000			1,023,500
Less unamortized discounts		-			(24,148	)
Total convertible notes payable, net of discounts		699,000			999,352
Less current portion		(324,000	)		(999,352	)
Total convertible notes payable, net of discounts - long-term	$	375,000		$	-

On September 2, 2016, the Company issued $50,000 of principal amount of 12% secured convertible promissory notes and 6,250 warrants to purchase common stock (post-split). The note was due on August 31, 2018, was later extended to August 31, 2019, bears interest of twelve percent (12%) and is currently in default. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $8.00 per share (post-split). The notes were issued with warrants to purchase up to 6,250 shares of the Company’s common stock at an exercise price of $12 per share. During the nine months ended September 30, 2024, the Company made a payment of $10,000. As of September 30, 2024 and December 31, 2023, the balance of the note was $40,000 and $50,000, respectively.

On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The note was due on May 2, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the note was extended to May 2, 2021. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $4 per share (post-split). The notes were issued with warrants to purchase up to 1,250 shares (post-split) of the Company’s common stock at an exercise price of $8.00 per share. One December 31, 2021 the note was amended to cease accruing interest as of May 1,2022 and the due date of the note was amended to April 1, 2023 and on February 8, 2023 the note was extended to February 8, 2024. As of September 30, 2024 and December 31, 2023, the balance of the note was $45,000.

On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note was due on February 24, 2020 and is secured by the Company’s accounts receivable and inventory. On April 22, 2020, the due date of the note was extended to February 15, 2021 for the issuance of 6,250 shares of common stock valued at $8,995. On February 22, 2022 the due date of the note was further extended to February 15, 2024. On September 3, 2024 the due date of the note was extended to February 15, 2026. As of September 30, 2024 and December 31, 2023, the balance of the note was $75,000.

On February 8, 2019, the Company issued a $50,000 10% convertible note. The note was due on February 8, 2020. As an incentive to enter into the agreement, the noteholder was also granted 7,500 shares valued at $30,000, which was recognized as a debt discount. On February 19, 2019, the Company issued a $25,000 4% convertible note. The note was due on August 19, 2019 and is convertible at a rate of $4 per share. On February 14, 2019, the noteholder agreed to extend the note through October 14, 2020. As an incentive to enter into the agreement, the noteholder was also granted 625 shares valued at $2,500, which was recognized as a debt discount. These notes were merged into one note at the time of extension with a principal amount of $75,000 and is currently in default. As of September 30, 2024 and December 31, 2023, the balance of the note was $75,000.

On November 19, 2019, the Company entered in to a $281,000 convertible note payable, including an original issue discount of $28,100 convertible promissory note pursuant to which $150,000 was borrowed, including a $18,500 discount during the year ended December 31, 2019. Interest under the convertible promissory note is 12% per annum, and the principal and all accrued but unpaid interest is due 180 days from funding, which has July 19, 2020 for the first tranche. On May 20, 2020, the noteholder agreed to extend the due date of the first tranche of funding until July 19, 2020 and is currently past due. The note is convertible at the lesser of (i) 70% multiplied by the lowest Trading Price during the previous twenty-five (25) trading day period ending on the latest complete Trading Day prior to the date of the note and 70% of the market price with a floor of $0.01. As an incentive to enter into the agreement, the noteholder was also granted 53,375 shares valued at $175,070. As of September 30, 2024 and December 31, 2023, the balance of the note was $108,500.

On May 5, 2020, the Company issued a $350,000 10% convertible note. The note is due on May 1, 2021 and is convertible at a rate of $1 per share (post-split). As an incentive to enter into the agreement the noteholder was also granted 187,500 shares (post-split) valued at $207,000, which was recognized as a debt discount. On April 21, 2021, the noteholder agreed to extend the note through May 1, 2022. As an incentive to enter into the agreement, the noteholder was also granted 12,500 shares (post-split) valued at $20,000, which was recognized as financing expense. On May 1, 2022, for the issuance of 75,000 shares valued at $87,000 on the date of commitment, the loan was further extended to May 1, 2024. On May 3, 2024, the Company issued 7,002,740 shares of common stock for the conversion of $350,000 principal and $140,288 accrued interest at $0.22 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $0 and $350,000, respectively.

On March 3, 2021, the Company issued a $25,000 4% convertible note. The note is due on March 3, 2022 and is convertible at a rate of $0.80 per share. On September 23, 2024, the Company negotiated a settlement with the noteholder. The Company made an immediate payment of $10,000 and then make 19 monthly payments of $4,500. As of September 30, 2024 and December 31, 2023, the balance of the note was $10,500 and $25,000, respectively.

On February 22, 2022 the Company entered into a $385,000, 12% note payable due on February 22, 2023. The note is convertible upon default at the higher of the closing price of the common stock on the closing date, or par value. As an inducement to enter into the agreement the Company also granted the noteholder 165,216 shares of common stock (post-split). The issuance of the note and shares resulted in a total debt discount of $158,147, with $123,147 attributable to the shares. On February 8, 2023, the note was extended to December 31, 2023. During the year ended December 31, 2023, the Company made principal payments totaling $60,000. On March 26, 2024, the Company entered a settlement agreement with the noteholder, in which the noteholder agreed to accept payment of $250,000 as settlement in full for all principal and accrued interest. As of September 30, 2024 and December 31, 2023, the balance of the note was $0 and $295,000.

On July 18, 2022, the Company entered into a $150,000 8% convertible grid note. The note is due on July 18, 2023 and is convertible at a rate of $0.80 per share. During the year ending December 31, 2023, the Company received $4,000 in advances from the note. During the year ended December 31, 2023, the Company converted the balance of the note and accrued interest into 2,254,986 shares of common stock valued at $45,100. During the nine months ended September 30, 2024, the Company received $20,000 in advance from the note. As of September 30, 2024 and December 31, 2023, the balance of the note was $20,000 and $0, respectively.

On April 23, 2024, the Company entered into a convertible note agreement for $150,000 for a 24-month period and interest rate of 12% and is convertible at $0.10 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $150,000 and $0, respectively.

On May 14, 2024, the Company entered into a convertible note agreement for $25,000 for a 12-month period and interest rate of 12% and is convertible at $0.15 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $25,000 and $0, respectively.

On May 29, 2024, the Company entered into a convertible note agreement for $100,000 for a 24-month period and interest rate of 12% and is convertible at $0.15 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $100,000 and $0, respectively.

On July 3, 2024, the Company entered into a convertible note agreement for $50,000 for a 24-month period and interest rate of 12% and is convertible at $0.15 per share. As of September 30, 2024 and December 31, 2023, the balance of the note was $50,000 and $0, respectively.

Interest expense including financing cost and amortization of the associated debt discount on all of the above convertible notes for the nine months ended September 30, 2024 and 2023 was $68,865 and $120,059, respectively.