DEBT

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

DEBT

NOTE 10 – DEBT

Convertible Notes

The Company uses the Black-Scholes Model to calculate the derivative value of its convertible debt. The valuation result generated by this pricing model is necessarily driven by the value of the underlying common stock incorporated into the model. The values of the common stock used were based on the price at the date of issue of the debt security as of December 31, 2023 and 2022. In 2023 management determined the expected volatility of 106.90%, a risk-free rate of interest of 5.48%, and contractual lives of the debt of three months. In 2022 management determined the expected volatility of 140.30%, a risk-free rate of interest of 4.73%, and contractual lives of the debt of three months. Management made the determination to use an expected life rather than contractual life for the calculations for the matured debt as of December 31, 2023 and 2022.

On August 7, 2023, the Company entered into a convertible note for a principal of $57,750. The note bears interest at a rate of 10% per annum and matures after one year. Following 180 days from the note, the noteholder may convert at a discount of 39%. The Company has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note in accordance with the terms.

On September 29, 2023, the Company entered into a convertible note for a principal of $57,750, which was funded on October 4, 2023. The note bears interest at a rate of 10% per annum and matures after one year. Following 180 days from the note, the noteholder may convert at a discount of 39%. The Company has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note in accordance with the terms (see Note 15).

On December 4, 2023, the Company entered into a convertible note for a principal of $51,150, which was funded on December 7, 2023. The note bears interest at a rate of 10% per annum and matures after one year. Following 180 days from the note, the noteholder may convert at a discount of 39%. The Company has reserved a sufficient number of shares of common stock for issuance upon full conversion of the note in accordance with the terms.

As of December 31, 2023 and, 2022, there was $166,650 and $378,263 of convertible debt principal outstanding. During the year ended December 31, 2023 and 2022, $12,025 and $0 of the debt discount was amortized.

The summary of convertible notes are:

	2023			2022
Principal Outstanding	$	166,650		$	378,263
Less: unamortized debt discount		(45,725	)		–
Convertible notes, net	$	120,925		$	378,263

The table below details the Company's outstanding convertible notes and related derivative liability:

	Face Amount				Derivative Liability
	12/31/2023		12/31/2022		12/31/2023		12/31/2022
1800 Diagonal Lending	$	166,650	$	–	$	108,958	$	–
Carebourn		–		90,228		–		71,410
Carebourn		–		162,150		–		128,331
More Capital		–		72,488		–		57,369
EMA		–		53,397		–		49,357
	$	166,650	$	378,263	$	108,958	$	306,467

During the years ended December 31, 2023 and 2022, change in fair value of the derivative liability was $167,582 and $227,286, respectively. The following is a summary of the derivative liability:

	Derivative
	Liability
Balances at December 31, 2021	$	533,753
Change in fair value		(227,286	)
Balances at December 31, 2022		306,467
Loss on issuance of debt		17,928
Issuance of convertible note - 1800 Diagonal Lending		58,939
Change in fair value		(167,582	)
EMA settlement		(106,794	)
Balances at December 31, 2023	$	108,958

Notes Payable

On July 14, 2021, the Company entered a Securities Purchase Agreement (the “GS SPA”) with GS Capital Partners, LLC pursuant to which the Company issued to the Lender a 6% Redeemable Note in the principal amount of $2,000,000 (the “GS Note”). The purchase price of the GS Note is $1,980,000. The GS Note matures on July 14, 2022 upon which time all accrued and unpaid interest will be due and payable. Interest accrues on the GS Note at 6% per annum until the GS Note becomes due and payable. The GS Note is subject to various “Events of Default,” which are disclosed in the GS Note. Upon the occurrence of an “Event of Default,” the interest rate on the GS Note will be 18%. The GS Note is not convertible into shares of the Company’s Common Stock and is not dilutive to existing or future shareholders and the Company used a portion of the proceeds of the GS Note to retire convertible debt. As of December 31, 2023 and 2022, $1,923,868 and $2,000,000 remains outstanding. As of December 31, 2023, the GS Note is in default.

Loans Payable

The Company’s RI and WS subsidiaries have various loans including Small Business Association (“SBA”) Economic Injury Disaster Loan (“EIDL’) loans, lines of credit and other advances. The loans bear interest with varying rates up to 9.25% per annum. The following is a summary of the loans payable at December 31, 2023 and 2022:

	December 31,
	2023		2022
RI - line of credit	$	153,358	$	99,971
RI - Short-term loans		46,544		43,899
WS - line of credit		218,616		200,000
WS - Short-term loans		151,970		128,830
Loans payable, current	$	570,487	$	472,700
RI - SBA EIDL	$	102,597	$	102,597
RI - long-term loans		65,533		86,041
WS - SBA EIDL		26,307		26,307
WS - long-term loans		97,532		113,564
Loans payable, non-current	$	291,968	$	328,508