Digerati Technologies, Inc 10-K for FY2023

Digerati Technologies, Inc. (DTGI)

10-K 2023-11-24 For: 2023-07-31

Added on April 06, 2026

About this 10-K

Digerati Technologies, Inc filed this 10-K on November 24, 2023, covering the fiscal year ended July 31, 2023 (FY2023).

Headline figures

Fiscal year ended July 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $31.62M; up 30.9% from $24.15M a year earlier
Net loss: $8.29M; compared with a net loss of $8.01M a year earlier
Diluted EPS: -$0.05; compared with -$0.05 a year earlier

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Nevada		74-2849995
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

8023 Vantage Dr, Suite 660 San Antonio, Texas		78230
(Address of Principal Executive Offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒	Emerging growth company ☐

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosure	8

PART II
Item 5.	Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	[Reserved]	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	20
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information	21
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	22

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	23
Item 11.	Executive Compensation	25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	33
Item 14.	Principal Accountant Fees and Services	33

PART IV
Item 15.	Exhibits and Financial Statement Schedules	34
Item 16.	Form 10-K Summary	37
	SIGNATURES	38

Location	Annual Rent		Lease Expiration Date	Business Use	Approx. Sq. Ft.

8023 Vantage Dr., Suite 660, San Antonio, Texas 78230	$	49,136	Sep-27	Executive offices		2,843
10967 Via Frontera, San Diego, CA 92127	$	369,229	Mar-26	Office space		18,541
1610 Royal Palm Avenue, Suite 300, Fort Myers, FL 33901	$	83,260	Dec-25	Office space and network facilities		6,800
2121 Ponce de Leon Blvd., Suite 200, Coral Gables FL 33134	$	106,553	Dec-27	Office space & wireless internet network		4,623
7218 McNeil Dr., FL-1, Austin, TX 78729	$	21,000	Mar-24	Network facilities		25
9701 S. John Young Parkway, Orlando, FL 32819	$	25,440	May-26	Network facilities		540
8333 NW 53rd St, Doral, FL 33166	$	14,021	Jul-25	Wireless internet network		100
100 SE 2nd Street, Miami, FL 33131	$	36,466	Jan-24	Wireless internet network		100
9055 SW 73rd Ct, Miami, FL 33156	$	8,787	Dec-23	Wireless internet network		100
9517 Fontainebleau Blvd., Miami, FL 33172	$	11,907	Aug-24	Wireless internet network		100

	Year ended July 31,
	2023			2022			Variances			%
OPERATING REVENUES:
Cloud-based hosted services	$	31,623		$	24,154		$	7,469			31	%

Total operating revenues		31,623			24,154			7,469			31	%

Cost of services (exclusive of depreciation and amortization)		11,286			9,346			1,940			21	%
Selling, general and administrative expense		16,954			12,210			4,744			39	%
Stock compensation expense		881			224			657			293	%
Legal and professional fees		3,533			3,036			497			16	%
Bad debt		115			98			17			17	%
Depreciation and amortization expense		3,909			2,916			993			34	%

Total operating expenses		36,678			27,830			8,848			32	%

OPERATING LOSS		(5,055	)		(3,676	)		(1,379	)		38	%

OTHER INCOME (EXPENSE):
Gain (loss) on derivative instruments		6,526			6,186			340			5	%
Gain (loss) on extinguishment of debt		55			(5,481	)		5,536			-101	%
Other income (expense)		465			26			439			1688	%
Interest expense		(11,328	)		(5,990	)		(5,338	)		89	%
Income tax expense		(192	)		(419	)		227			-54	%
Total other income (expense)		(4,474	)		(5,678	)		1,204			-21	%
NET INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST		(9,529	)		(9,354	)		(175	)		2	%

Less: Net loss attributable to the noncontrolling interests		1,238			1,341			(103	)		-8	%

NET INCOME (LOSS) ATTRIBUTABLE TO DIGERATI’S SHAREHOLDERS	$	(8,291	)	$	(8,013	)	$	(278	)		3	%

Deemed dividend on Series A Convertible preferred stock		(8	)		(19	)		11			-58	%

NET INCOME (LOSS) ATTRIBUTABLE TO DIGERATI’S COMMON SHAREHOLDERS	$	(8,299	)	$	(8,032	)	$	(267	)		3	%

	Year ended July 31,
*Other Key Metrics*	2023		2022		Variances		%
Total Customers		4,671		4,023		648		16	%

	Page
Consolidated Financial Statements of Digerati Technologies, Inc., and Subsidiaries
Report of Independent Registered Public Accounting Firm (PCAOB ID 206)	F-2
Consolidated Balance Sheets as of July 31, 2023 and 2022	F-3
Consolidated Statements of Operations for the Years Ended July 31, 2023 and 2022	F-4
Consolidated Statements of Stockholders’ Deficit for the Years Ended July 31, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the Years Ended July 31, 2023 and 2022	F-6
Notes to Consolidated Financial Statements	F-7

	July 31,			July 31,
	2023			2022

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	924		$	1,509
Accounts receivable, net		749			622
Prepaid and other current assets		650			383
Total current assets		2,323			2,514

LONG-TERM ASSETS:
Intangible assets, net		12,211			15,188
Goodwill		19,380			19,380
Property and equipment, net		1,346			1,647
Other assets		437			273
Investment in Itellum		185			185
Right-of-Use assets - financing		578			62
Right-of-Use assets - operating		1,912			2,436
Total assets	$	38,372		$	41,685

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	5,373		$	3,222
Accrued liabilities		9,877			9,627
Equipment financing		228			21
Convertible note payable, current, net of discount of $960 and $120, respectively		8,216			3,948
Note payable, current, related party, net of discount of $0 and $40, respectively		500			833
Note payable, current, net of discount of $60 and $181, respectively		36,497			870
Acquisition payable		1,000			1,000
Deferred income		1,124			931
Derivative liability		4,125			10,588
Operating lease liability, current		662			797
Total current liabilities		67,602			31,837

LONG-TERM LIABILITIES:
Note payable, net of discount $0 and $313, respectively		-			33,335
Convertible note payable		-			500
Equipment financing		354			43
Operating lease liability, net of current portion		1,320			1,788
Total long-term liabilities		1,674			35,666
Total liabilities		69,276			67,503
Commitments and contingencies
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.001, 50,000,000 shares authorized
Convertible Series A Preferred stock, $0.001, 1,500,000 shares designated, 0 and 225,000 issued and outstanding, respectively		-			-
Convertible Series B Preferred stock, $0.001, 1,000,000 shares designated, 425,442 and 425,442 issued and outstanding, respectively		-			-
Convertible Series C Preferred stock, $0.001, 1,000,000 shares designated, 55,400 and 55,400 issued and outstanding, respectively		-			-
Series F Super Voting Preferred stock, $0.001, 100 shares designated, 100 and 100 issued and outstanding, respectively		-			-
Common stock, $0.001, 500,000,000 shares authorized, 160,931,685 and 142,088,039 issued and outstanding (109,000,000 and 30,000,000, respectively, reserved in Treasury)		161			142
Additional paid in capital		93,911			89,487
Accumulated deficit		(121,684	)		(113,393	)
Other comprehensive income		1			1
Total Digerati’s stockholders’ deficit		(27,611	)		(23,763	)
Noncontrolling interest		(3,293	)		(2,055	)
Total stockholders’ deficit		(30,904	)		(25,818	)
Total liabilities and stockholders’ deficit	$	38,372		$	41,685

	For the Years Ended July 31,
	2023			2022
OPERATING REVENUES:
Cloud software and service revenue	$	31,623		$	24,154

Total operating revenues		31,623			24,154

OPERATING EXPENSES:
Cost of services (exclusive of depreciation and amortization)		11,286			9,346
Selling, general and administrative expense		17,835			12,434
Legal and professional fees		3,533			3,036
Bad debt expense		115			98
Depreciation and amortization expense		3,909			2,916
Total operating expenses		36,678			27,830

OPERATING LOSS		(5,055	)		(3,676	)

OTHER INCOME (EXPENSE):
Gain (loss) on derivative instruments		6,526			6,186
Gain (loss) on extinguishment of debt		55			(5,481	)
Other income (expense)		465			26
Interest expense		(11,328	)		(5,990	)
Income tax expense		(192	)		(419	)
Total other income (expense)		(4,474	)		(5,678	)

NET LOSS INCLUDING NONCONTROLLING INTEREST		(9,529	)		(9,354	)

Less: Net loss attributable to the noncontrolling interests		1,238			1,341

NET LOSS ATTRIBUTABLE TO DIGERATI’S SHAREHOLDERS		(8,291	)		(8,013	)

Deemed dividend on Series A Convertible preferred stock		(8	)		(19	)
NET LOSS ATTRIBUTABLE TO DIGERATI’S COMMON SHAREHOLDERS	$	(8,299	)	$	(8,032	)

LOSS PER COMMON SHARE - BASIC	$	(0.05	)	$	(0.05	)

LOSS PER COMMON SHARE - DILUTED	$	(0.05	)	$	(0.05	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC		151,491,158			139,594,358

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED		151,491,158			139,594,358

	Equity Digerati’s Shareholders
	Preferred
	Convertible																								Additional			Other
	Series A					Series B				Series C				Series F				Common				Paid-in			Accumulated			Comprehensive		Stockholders			Noncontrolling
	Shares			Par		Shares		Par		Shares		Par		Shares		Par		Shares		Par		Capital			Deficit			Income		Equity			Interest			Totals
BALANCE, July 31, 2021		225,000			-		425,442		-		55,400		-		100		-		138,538,039		139	$	89,100		$	(105,380	)	$	1	$	(16,140	)	$	(714	)	$	(16,854	)
Amortization of employee stock options		-			-		-		-		-		-		-		-		-		-		98			-			-		98			-			98
Common stock issued for services		-			-		-		-		-		-		-		-		1,500,000		1		125			-			-		126			-			126
Common stock issued for debt extension		-			-		-		-		-		-		-		-		550,000		1		64			-			-		65			-			65
Common stock issued concurrent with convertible debt		-			-		-		-		-		-		-		-		1,500,000		1		119			-			-		120			-			120
Dividends accrued		-			-		-		-		-		-		-		-		-		-		(19	)		-			-		(19	)		-			(19	)
Net Ioss		-			-		-		-		-		-		-		-		-		-		-			(8,013	)		-		(8,013	)		(1,341	)		(9,354	)
BALANCE, July 31, 2022		225,000			-		425,442		-		55,400		-		100		-		142,088,039	$	142	$	89,487		$	(113,393	)	$	1	$	(23,763	)	$	(2,055	)	$	(25,818	)
Amortization of employee stock options		-			-		-		-		-		-		-		-		-		-		881			-			-		881			-			881
Common stock issued to employees		-			-		-		-		-		-		-		-		1,370,551		1		(1	)		-			-		-			-			-
Common stock issued for exercise of employee stock options		-			-		-		-		-		-		-		-		1,180,000		1		49			-			-		50			-			50
Common stock issued for conversion of Convertible Series A Preferred stock		(225,000	)		-		-		-		-		-		-		-		938,383		1		56			-			-		57			-			57
Common stock issued for exercise of warrants		-			-		-		-		-		-		-		-		170,305		-		22			-			-		22			-			22
Common stock issued for debt extension		-			-		-		-		-		-		-		-		6,170,000		6		583			-			-		589			-			589
Common stock issued for debt conversion and settlement		-			-		-		-		-		-		-		-		3,000,000		3		148			-			-		151			-			151
Common stock issued concurrent with convertible debt		-			-		-		-		-		-		-		-		6,014,407		7		456			-			-		463			-			463
Warrant issued with debt - debt discount		-			-		-		-		-		-		-		-		-		-		730			-			-		730			-			730
Warrant issued with debt extension		-			-		-		-		-		-		-		-		-		-		170			-			-		170			-			170
Beneficial conversion feature on convertible debt - debt discount		-			-		-		-		-		-		-		-		-		-		1,338			-			-		1,338			-			1,338
Dividends accrued		-			-		-		-		-		-		-		-		-		-		(8	)		-			-		(8	)		-			(8	)
Net loss		-			-		-		-		-		-		-		-		-		-		-			(8,291	)		-		(8,291	)		(1,238	)		(9,529	)
BALANCE, July 31, 2023		-			-		425,442		-		55,400		-		100		-		160,931,685	$	161	$	93,911		$	(121,684	)	$	1	$	(27,611	)	$	(3,293	)	$	(30,904	)

			Fair value measurements at reporting date using:
Description	Fair Value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Convertible promissory notes derivative liability at July 31, 2022	$	10,587,717		-		-	$	10,587,717
Convertible promissory notes derivative liability at July 31, 2023	$	4,125,429		-		-	$	4,125,429


Expected dividend yield			0.00%
Expected stock price volatility			169.54% - 178.58%
Risk-free interest rate			3.97% - 5.55%
Expected term			0.25 - 7.30 years

Balance at July 31, 2021	$	16,773,383
Derivative gain		(6,185,666	)
Balance at July 31, 2022	$	10,587,717
Derivative from new convertible promissory notes recorded as debt discount		63,805
Derivative gain		(6,526,093	)
Balance at July 31, 2023	$	4,125,429

	2023		2022
Options to purchase common stock	$	13,805,000	$	9,130,000
Warrants to purchase common stock		124,942,900		108,841,179
Convertible debt		105,431,080		43,628,667
Convertible Series A Preferred stock		-		750,000
Convertible Series B Preferred stock		28,967,703		25,575,847
Convertible Series C Preferred stock		35,404,971		31,259,369
Total	$	308,551,654	$	219,185,062

	Gross Carrying		Accumulated			Net Carrying
July 31, 2023	Value		Amortization			Amount
NetSapiens - license, 10 years	$	150,000	$	(150,000	)	$	-
Customer relationships, 5 years		40,000		(40,000	)		-
Customer relationships, 7 & 10 years		10,947,262		(3,989,768	)		6,957,494
Trademarks, 7 & 10 years		7,148,000		(1,980,728	)		5,167,272
Non-compete, 2 & 3 years		931,000		(844,583	)		86,417
Marketing & Non-compete, 5 years		800,263		(800,263	)		-
Total Definite-lived Intangible Assets		20,016,525		(7,805,342	)		12,211,183
Goodwill		19,380,080		-			19,380,080
Balance, July 31, 2023	$	39,396,605	$	(7,805,342	)	$	31,591,263

Period Ending July 31,	Amortization
2024	$	2,159,804
2025		2,108,167
2026		1,856,869
2027		1,838,645
2028		1,560,074
2029 and thereafter		2,687,624
Total:	$	12,211,183

	Useful lives	2023			2022
Telecom equipment & software	1-7 years	$	3,345		$	2,878
Less: accumulated depreciation			(1,999	)		(1,231	)
Net–property and equipment		$	1,346		$	1,647

	2023			2022
Expected Federal benefit (provision), at statutory rate		21.0	%		21.0	%
Change in valuation allowance		(21.0	)%		(21.0	)%
		0.0	%		0.0	%

	2023			2022
Net operating loss carryover	$	8,936,361		$	5,534,915
Valuation allowance		(8,936,361	)		(5,534,915	)
Total deferred tax asset, net	$	-		$	-

				Weighted- average exercise		Weighted- average remaining contractual
	Options			price		term (years)
Outstanding at July 31, 2021		9,230,000		$	0.17		2.93
Granted		-			-		-
Exercised		-			-		-
Forfeited and cancelled		(100,000	)	$	0.25		-
Outstanding at July 31, 2022		9,130,000		$	0.17		2.93
Granted		5,895,000		$	0.03		4.40
Exercised		(1,180,000	)	$	0.04		-
Forfeited and cancelled		(40,000	)	$	0.45		-
Outstanding at July 31, 2023		13,805,000		$	0.05		3.68
Exercisable at July 31, 2023		13,519,606		$	0.05		3.70

				Weighted- average exercise		Weighted- average remaining contractual
	Warrants			price		term (years)

Outstanding at July 31, 2021		109,506,179		$	0.01		9.17
Exercised		-			-		-
Forfeited and cancelled		(665,000	)	$	0.18		-
Outstanding at July 31, 2022		108,841,179		$	0.01		8.21
Issuances		17,241,721		$	0.12		4.46
Exercised		(170,305	)	$	0.13		-
Forfeited and cancelled		(969,695	)	$	0.30		-
Outstanding at July 31, 2023		124,942,900		$	0.03		6.89
Exercisable at July 31, 2023		98,017,606		$	0.03		6.83

	July 31,		July 31,
CONVERTIBLE NOTES PAYABLE NON-DERIVATIVE	2023		2022

On October 13, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $330,000, an annual interest rate of 8%, and an original maturity date of October 13, 2021. In connection with the execution of the Note, the Company issued 1,000,000 shares of our common stock to the Noteholder, and recognized $211,426 of debt discount related to the original issue discount, relative fair market value of shares, and the intrinsic value of the conversion feature of the Note, which was amortized over the term of the Note. The maturity date was extended multiple times and during the current fiscal year, the lender agreed to extend the maturity until July 31, 2023. The Note is currently past due. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (See below variable conversion terms No.1). (1) (2) (3)	$	173,250	$	165,000

On January 27, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, an annual interest rate of 8%, and a maturity date of January 27, 2022. In connection with the execution of the Note, the Company issued 500,000 shares of our common stock to the Noteholder, and at the time of issuance, the Company recognized the relative fair market value of the shares of $24,368 as debt discount and $44,368 as debt discount for the intrinsic value of the conversion feature, which both were amortized to interest expense during the term of the Note. The Noteholder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into common stock at any time after 180 days of funding the Note. The conversion price shall be the greater of $0.05 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Noteholder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing. The maturity date was extended multiple times. Most recently, on February 1, 2023, the lender agreed to extend the maturity until July 30, 2023. As consideration for the extension on the Note, the Company agreed to add $50,000 to the principal amount outstanding and issued 300,000 shares of common stock with a market value of $26,460, both of which, were charged to interest expense. The Company analyzed the Note and determined that it does not require to be accounted as a derivative instrument. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (1) (2) (3)		375,000		275,000

On April 14, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $250,000, an annual interest rate of 8%, and a maturity date of April 14, 2022. In connection with the execution of the Note, the Company issued 500,000 shares of our common stock to the Noteholder, at the time of issuance, the Company recognized the relative fair market value of the shares of $63,433 as debt discount, and it will be amortized to interest expense during the term of the Note. Additionally, the Company recognized $96,766 as debt discount for the intrinsic value of the conversion feature, and it will be amortized to interest expense during the term of the Note. The Noteholder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into common stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The maturity date has been extended multiple times. Most recently, on April 14, 2023, the lender agreed to extend the maturity until October 14, 2023. As consideration for the extension on the Note, the Company agreed to add $50,000 to the principal amount outstanding and issued 300,000 shares of common stock with a market value of $23,670, both of which, were charged to interest expense. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (1) (2) (3)	375,000	275,000

On August 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, an annual interest rate of 8% (and a default interest rate of 20%), and a maturity date of August 31, 2022. In connection with the execution of the Note, the Company issued 150,000 shares of our common stock to the Noteholder, and at the time of issuance, the Company recognized the relative fair market value of the shares of $13,635 as debt discount, which will be amortized to interest expense during the term of the promissory note. The Noteholder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into common stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Noteholder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The maturity date has been extended multiple times. Most recently, on February 28, 2023, the lender agreed to extend the maturity until August 31, 2023. As consideration for the extension on the Note, the Company agreed to add $18,000 to the principal amount outstanding and issued 100,000 shares of common stock with a market value of $8,200, both of which, were charged to interest expense. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (1) (2) (3)	108,000	75,000

On October 22, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $150,000, an annual interest rate of 8% (and a default interest rate of 20%), and a maturity date of October 22, 2022. In connection with the execution of the Note, the Company issued 300,000 shares of our common stock to the note holder, and at the time of issuance, the Company recognized the relative fair market value of the shares of $13,965 as debt discount, which will be amortized to interest expense during the term of the promissory note. The Noteholder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into common stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Noteholder may elect to convert up to 100% of the principal plus accrued interest into the common stock into a qualified uplist financing at a 25% discount. The maturity date has been extended multiple times. Most recently, on April 29, 2023, the lender agreed to extend the maturity until October 29, 2023. As consideration for the extension on the Note, the Company agreed to add $30,000 to the principal amount outstanding and issued 180,000 shares of common stock with a market value of $12,582, both of which, were charged to interest expense. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (1) (2) (3)	210,000	150,000

On February 4, 2022, as part the acquisition of NLI, the Company entered into two unsecured convertible promissory notes (the “Unsecured Convertible Promissory Notes”) for $1,800,000 and $200,000, respectively. The Notes are payable in eight equal quarterly installments in the aggregate amount of $250,000 with the first payment commencing on April 30, 2022, through and including January 31, 2024. The Notes have a base annual interest rate of 10% and a default annual interest rate of 18%. The Sellers have a one-time right to convert all or a portion of the Convertible Notes commencing on the six-month anniversary of the notes being issued and ending 30 days after such six-month anniversary. The conversion price means an amount equal to the volume weighted average price per share of Stock on the Nasdaq Stock Market for the ten (10) consecutive trading days on which the conversion notice is received by the Company. However, if the stock is not then listed for trading on the Nasdaq Stock Market, the Conversion Price shall be the volume weighted average transaction price per share reported by the OTC Reporting Facility for the ten (10) consecutive trading days immediately preceding the date on which such Conversion Notice is received by the Company. At inception of the Notes, the Company recognized the fair market value of the conversion on the notes of $2,382,736, and recognized $117,264 in debt discount, which was amortized over the conversion period. During the year ended July 31, 2023, the conversion option on the Notes ended, and the Company recognized $466,086 as other income for the settlement of the conversion option. During the year ended July 31, 2023, the Company made principal payments totaling $791,375. Most recently, on May 1, 2023, lenders agreed to forbear the principal payment of $250,000 originally due on April 30, 2023 to May 31, 2023. On June 1, 2023, the Company and the Noteholders agreed to extend the due date for the principal payment along with accrued interest due on May 31, 2023 to June 30, 2023. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (3)	1,000,000	2,250,000

On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, an annual interest rate of 8%, and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the Note. In connection with the execution of the Note, the Company issued 300,000 shares of our common stock to the Noteholder and recorded $30,446 as debt discount and amortized over the term of the Note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Noteholder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of common stock. The Note Conversion Price shall equal the greater of $0.15 or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American, subject to adjustment as provided in the Note. Upon the occurrence of an Event of Default, the outstanding balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The maturity date has been extended multiple times. On January 30, 2023, the lender agreed to extend the maturity until May 30, 2023. In connection with the extension of the maturity date on the Note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $26,910, both of which, were charged to interest expense. On May 30, 2023, the Company and the Noteholders agreed to extend the due date for the principal payment due on May 30, 2023 to September 30, 2023. In exchange for the extension of the due date, $30,000 was added to the principal and the Company issued 300,000 shares of common stock with a fair market value of $26,700. Subsequent to July 31, 2023, the maturity date of the Note was extended to December 31, 2023. (1) (2) (3)	320,000	230,000

On January 21, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $230,000, an annual interest rate of 8%, and a maturity date of October 21, 2022. After payment of transaction-related expenses and closing fees of $26,300, net proceeds to the Company from the Note totaled $203,700. Additionally, the Company recorded $26,300 as a discount to the Note and amortized over the term of the Note. In connection with the execution of the Note, the Company issued 300,000 shares of our common stock to the Not holder and recorded $30,446 as debt discount and amortized over the term of the Note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Noteholder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of common stock. The Note Conversion Price shall equal the greater of $0.15 or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American, subject to adjustment as provided in the Note. Upon the occurrence of an Event of Default, the outstanding balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The maturity date has been extended multiple times. On January 30, 2023, the lender agreed to extend the maturity until May 30, 2023. In connection with the extension of the maturity date on the Note, the Company agreed to increase the principal balance by $30,000 and issued 300,000 shares of common stock with a fair market value of $26,910, both of which, were charged to interest expense. On May 30, 2023, the Company and the Noteholders agreed to extend the due date for the principal payment due on May 30, 2023 to September 30, 2023. In exchange for the extension of the due date, $30,000 was added to the principal and the Company issued 300,000 shares of common stock with a fair market value of $26,700. Subsequent to July 31, 2023, the maturity date of the Note was extended to December 31, 2023. (1) (2) (3)	320,000	230,000

On September 12, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $75,000, an annual interest rate of 8%, and a maturity date of September 12, 2023. In connection with the execution of the Note, the Company issued 150,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $15,880 as debt discount, and it will be amortized to interest expense during the term of the promissory Note. The Noteholder may elect to convert up to 100% of the principal amount outstanding and any accrued interest on the Note into common stock at any time after 180 days of funding the Note. The Conversion Price shall be the greater of $0.15 or 75% of the lowest daily volume weighted average price (“VWAP”) for the ten (10) trading day period immediately preceding the conversion date. The Noteholder may elect to convert up to 100% of the principal plus accrued interest into shares of common stock into a qualified uplist financing at a 25% discount. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (1) (3)	75,000	-

On October 3, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $165,000, an annual interest rate of 8%, and a maturity date of July 3, 2023. After payment of transaction-related expenses and closing fees of $19,500, net proceeds to the Company from the Note totaled $145,500. Additionally, the Company issued 300,000 shares of our common stock to the note holder. The Company recorded the $19,500 and the relative fair market value of the shares of $32,143 as debt discount and amortized to interest expense over the term of the Note. The Company recognized $117,857 debt discount related to beneficial conversion feature and will be amortized to interest expense over the term of Note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Noteholder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of common stock. The Note conversion price shall equal the greater of $0.10 or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American, subject to adjustment as provided in the Note. Subsequent to July 31, 2023, the maturity date of the Note was extended to December 31, 2023. (1) (3)	165,000	-

On October 27, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $38,500, an annual interest rate of 8%, and a maturity date of July 26, 2023. After payment of transaction-related expenses and closing fees of $3,500, net proceeds to the Company from the Note totaled $25,000. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Noteholder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of common stock. The Note conversion price shall equal the greater of $0.10 or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American, subject to adjustment as provided in the Note Subsequent to July 31, 2023, the maturity date of the Note was extended to December 31, 2023. (1) (3)	38,500	-

On October 27, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $71,500, an annual interest rate of 8%, and a maturity date of July 26, 2023. After payment of transaction-related expenses and closing fees of $6,500, net proceeds to the Company from the Note totaled $65,000. Additionally, the Company issued 200,000 shares of our common stock to the Noteholder. The Company recorded the $6,500 and the relative fair market value of the shares of $38,768 as debt discount and amortized to interest expense over the term of the Note. The Company recognized $40,888 debt discount related to beneficial conversion feature and will be amortized to interest expense over the term of Note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Noteholder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of common stock. The Note conversion price shall equal the greater of $0.10 or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American, subject to adjustment as provided in the Note. Subsequent to July 31, 2023, the maturity date of the Note was extended to December 31, 2023. (1) (3)	71,500	-

On November 22, 2022, the Company entered into a convertible promissory note with an aggregate principal amount of $1,670,000, an annual interest rate of 10%, and a maturity date of November 22, 2023. The Company recorded $90,975 in transaction-related expenses and closing fees and $250,500 of original issue discount to the Note. After payment of transaction-related expenses and closing fees and original issue discount, net proceeds to the Company from the Note totaled $1,328,525 In connection with the execution of the Note, the Company issued 2,100,000 shares of our common stock and 10,500,000 warrant shares to the Noteholder at the time of issuance. The Company recognized the relative fair market value of the shares of common stock and warrant shares of $640,877 as debt discount. Additionally, the Company recognized $687,648 as debt discount for the intrinsic value of the conversion feature. All debt discount will be amortized to interest expense during the term of the Note. As amended on March 24, 2023, the Noteholder shall have the right, on or before the earlier of (i) the closing of the SPAC Transaction (as defined in that certain business combination agreement between the Company, Minority Equality Opportunities Acquisition Inc., and MEOA Merger Sub, Inc. dated on or around August 30, 2022 (the “SPAC Agreement”, and the transaction contemplated under the SPAC Agreement, the “SPAC Transaction”)) or (ii) March 22, 2023, to convert all or any portion of the Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of common stock. The Note conversion price shall equal $0.0956 subject to adjustment as provided in the note. On April 24, 2023, the Noteholder agreed to extend the due date for the first principal payment to May 22, 2023. In connection with the extension of the due date of the first principal on the Note, the Company agreed to increase the principal balance by $20,000. Subsequent to July 31, 2023, the maturity date and principal payments on the Note were extended to December 31, 2023. (1) (2) (3)	1,670,000	-

On December 12, 2022, the Company entered into a convertible promissory note with an aggregate principal amount of $117,647, annual interest rate of 10% and a maturity date of December 12, 2023. The Company recorded $17,647 as original issue discount to the Note, which resulted in net proceeds of $100,000. In connection with the execution of the note, the Company issued 148,295 shares of our common stock and 741,475 warrant shares to the Noteholder at the time of issuance. The Company recognized the relative fair market value of the common stock and warrant shares of $41,685 as debt discount. Additionally, the Company recognized $58,315 as debt discount for the intrinsic value of the conversion feature. All debt discount will be amortized to interest expense during the term of the Note. The Noteholder shall have the right, on any calendar day, at any time on or following the earlier of (i) April 12, 2023 or (ii) sixty (60) calendar days after the Closing Date (as defined in that certain business combination agreement between the Company, Minority Equality Opportunities Acquisition Inc., and MEOA Merger Sub, Inc. dated on or around August 30, 2022 (the “SPAC Agreement”, and the transaction contemplated under the SPAC Agreement, the “SPAC Transaction”), to convert all or any portion of the Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of common stock. The Note conversion price shall equal $0.0956, subject to adjustment as provided in the note. Subsequent to July 31, 2023, the maturity date and principal payments on the Note were extended to December 31, 2023. (1) (3)	119,897	-

On December 22, 2022, the Company entered into a convertible promissory note with an aggregate principal amount of $188,235, annual interest rate of 10% and a maturity date of December 22, 2023. The Company recorded $10,000 in transaction-related expenses and closing fees and $28,235 of original issue discount to the Note. After payment of transaction-related expenses and closing fees and original issue discount, net proceeds to the Company from the Note totaled $150,000. In connection with the execution of the note, the Company issued 236,703 shares of our common stock and 1,183,515 warrant shares to the holder at the time of issuance. The Company recognized the relative fair market value of the common stock and warrant shares of $66,679 as debt discount. Additionally, the Company recognized $83,321 as debt discount for the intrinsic value of the conversion feature. All debt discount will be amortized to interest expense during the term of the promissory note. The Holder shall have the right, on any calendar day, at any time on or following the earlier of (i) April 22, 2023 or (ii) sixty (60) calendar days after the Closing Date of the Merger, to convert all or any portion of the Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of common stock. The Note conversion price shall equal $0.0956, subject to adjustment as provided in the Note. On March 22, 2023, the Noteholder agreed to extend the maturity date until June 22, 2023 or the closing of the Company’s business combination with MEOA. In connection with the extension of the maturity date on the Note, the Company agreed to increase the principal balance by $3,750. Subsequent to July 31, 2023, the maturity date and principal payments on the Note were extended to December 31, 2023. (1) (2) (3)	191,985	-

On January 13, 2023, the Company entered into a convertible promissory note with an aggregate principal amount of $110,000, an annual interest rate of 10%, and a maturity date of October 13, 2023. The Company recorded $10,000 in original issue discount to the Note. After payment of the original issue discount, net proceeds to the Company from the Note totaled $100,000. In connection with the execution of the Note, the Company issued 138,000 shares of our common stock shares to the Noteholder at the time of issuance. The Company recognized the relative fair market value of the shares of common stock of $11,177 as debt discount. Additionally, the Company recognized $21,507 as debt discount for the intrinsic value of the conversion feature. All debt discount will be amortized to interest expense during the term of the Note. The Noteholder shall have the right, on any calendar day, at any time on or following the earlier of (i) May 12, 2023 or (ii) sixty (60) calendar days after listing on Nasdaq or the New York Stock Exchange to convert any portion of the outstanding and unpaid Conversion into fully paid and nonassessable shares of common stock, at the Conversion Price. The Note conversion price shall equal $0.10, subject to adjustment as provided in the Note. Subsequent to July 31, 2023, the maturity date of the Note was extended to December 31, 2023. (1) (3)	110,000	-

On January 24, 2023, the Company entered into a convertible promissory note with an aggregate principal amount of $660,000, an annual interest rate of 10%, and a maturity date of May 24, 2023. The Company recorded $60,000 in original issue discount to the Note. After payment of the original issue discount, net proceeds to the Company from the Note totaled $600,000. In connection with the execution of the Note, the Company issued 660,000 shares of our common stock shares to the Noteholder at the time of issuance. The Company recognized the relative fair market value of the shares of Common stock of $53,850 as debt discount. Additionally, the Company recognized $104,610 as debt discount for the intrinsic value of the conversion feature. All debt discount will be amortized to interest expense during the term of the promissory note. The Payee may elect to convert up to 100% of the Principal Amount outstanding on the Note into common stock of Debtor or any shares of capital stock or other securities of the Debtor into which such common stock shall hereafter be changed or reclassified at any time on the earlier of (i) one hundred and twenty (120) calendar days following the funding of this Note or (ii) sixty (60) calendar days after the Closing Date as defined in that certain business combination agreement between the Debtor, Minority Equality Opportunities Acquisition Inc., and MEOA Merger Sub, Inc. dated on or around August 30, 2022 (the “Conversion Shares”). The Note conversion price shall equal $0.10, subject to adjustment as provided in the Note. On September 6, 2023, the Noteholder agreed to extend the maturity date until September 24, 2023. As consideration with the execution of the Note, the Company issued 495,000 shares of our common stock to the Noteholder. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (1) (2) (3)	660,000	-

On March 7, 2023, the Company entered into a convertible promissory note with an aggregate principal amount of $110,000, annual interest rate of 10% and a maturity date of December 7, 2023. The Company recorded $10,000 of original issue discount to the Note. After payment of original issue discount, net proceeds to the Company from the Note totaled $100.000. In connection with the execution of the Note, the Company issued 300,000 shares of our common stock at the time of issuance. The Company recognized the relative fair market value $38,850 for shares of common stock to debt discount, which will be amortized to interest expense during the term of the Note. The Noteholder shall have the right, on any calendar day, at any time on or following the earlier of (i) July 7, 2023 or (ii) sixty (60) calendar days after listing on Nasdaq or the New York Stock Exchange to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of common stock at the Conversion Price of $0.10, subject to adjustment as provided in the Note. (1) (3)	110,000	-

On March 17, 2023, the Company entered into a convertible promissory note with an aggregate principal amount of $192,000, annual interest rate of 10% and a maturity date of March 17, 2024. The Company recorded $17,160 in transaction-related expenses and closing fees and $28,800 of original issue discount to the Note. After payment of transaction-related expenses and closing fees and original issue discount, net proceeds to the Company from the Note totaled $146,040. In connection with the execution of the note, the Company issued 241,500 shares of our common stock and 1,207,186 warrant shares to the Noteholder at the time of issuance. The Company recognized the relative fair market value $8,140 for the common shares and $62,481 for the warrant shares, both of which, were considered to be debt discount. Additionally, the Company recognized $47,806 as debt discount for the intrinsic value of the conversion feature. All debt discount will be amortized to interest expense during the term of the promissory note. The Holder shall have the right, on any calendar day, at any time on or following the earlier of (i) July 17, 2023 or (ii) sixty (60) calendar days after the closing date of the Merger to convert all or any portion of the then outstanding and unpaid principal amount and interest (including any Default Interest) into fully paid and non-assessable shares of common stock, as such common stock exists on the Issue Date. The Note conversion price shall equal $0.0956, subject to adjustment as provided in the Note. (1) (3)		192,000		-

On April 14, 2023, the Company entered into a convertible promissory note with an aggregate principal amount of $275,000, an annual interest rate of 10%, and a maturity date of October 11, 2023. The Company recorded $25,000 in original issue discount to the Note. After payment of the original issue discount, net proceeds to the Company from the Note totaled $250,000. In connection with the execution of the Note, the Company issued 358,000 shares of our common stock shares to the note holder at the time of issuance. The Company recognized the relative fair market value of the common shares of $28,354 as debt discount. All debt discount will be amortized to interest expense during the term of the promissory note. The note holder may elect to convert up to 50% of the principal amount outstanding and any accrued interest on the Note into common stock at any time, on the date of the debtor’s up-list transaction on the NASDAQ. The Note conversion price shall equal $0.10 subject to adjustment as provided in the Note. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (1) (3)		275,000		-

On May 9, 2023, the Company entered into a convertible promissory note with an aggregate principal amount of $55,000, an annual interest rate of 8%, and a maturity date of February 9, 2024. The Company recorded $5,000 in original issue discount to the Note. After payment of the original issue discount, net proceeds to the Company from the Note totaled $50,000. In connection with the execution of the Note, the Company issued 300,000 shares of our common stock shares to the note holder at the time of issuance. The Company recognized the relative fair market value of the common shares of $16,390 as debt discount. The Company recognized $15,560 debt discount related to beneficial conversion feature. All debt discount will be amortized to interest expense during the term of the promissory note. The Noteholder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of our common stock at the conversion price below. The Note conversion price shall equal the greater of $0.10 (ten) cents or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American subject to adjustment as provided in the Note. (1) (3)		55,000		-

Total convertible notes payables non-derivative:	$	8,114,603	$	3,844,500

CONVERTIBLE NOTES PAYABLE - DERIVATIVE

On July 27, 2020, the Company entered into a variable convertible promissory note with an aggregate principal amount of $275,000, an annual interest rate of 8%, and a maturity date of March 27, 2021. On January 17, 2023, the Note was amended so that the Holder shall be entitled, at any time, to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of common stock the Note Conversion Price shall equal the greater of $0.05 (five) or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American, subject to adjustment as provided in this Note. If an Event of Default occurs, the Conversion Price shall be the lesser of (a) $0.05 or (b) 75% of the lowest traded price in the prior fifteen trading days immediately preceding the Notice of Conversion. The maturity date has been extended multiple times. Most recently, on March 30, 2023, the lender agreed to extend the maturity date until June 30, 2023. In connection with the extension of the maturity date on the Note, the Company agreed to increase the principal balance by $30,000, which was charged to interest expense, and issued 250,000 shares of common stock with a market value of $19,225. The Company evaluated the amendment and accounted for these changes as an extinguishment of debt. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (2) (4)	390,000	480,000

On January 31, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $80,235, annual interest rate of 8% and a maturity date of February 17, 2022. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of common stock the Note Conversion Price shall equal the greater of $0.05 (five) or seventy-five percent (75%) of the lowest daily volume weighted average price (“VWAP”) over the ten (10) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”); provided, however, that the Holder shall, in its sole discretion, be able to convert any amounts due hereunder at a twenty-five percent (25%) discount to the per share price of the Qualified Uplisting Financing of over $4MM. If, no later than December 31, 2021, the Borrower shall fail to uplist to any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT, the conversion price under the Note (and the Exchange Note) will be adjusted to equal the lesser of (i) $0.05 per share; or (ii) seventy-five percent (75%) of the lowest VWAP (as defined in the Note and Exchange Note) in the preceding twenty (20) consecutive Trading Days. As a result, the Company recognized derivative liability for the convertible note of $59,413. During the current year, the holder agreed to extend the maturity date until July 31, 2023 Subsequent to July 31, 2023, the maturity date of the Note was extended to December 31, 2023. (2) (4)	149,872	80,235

On April 15, 2021, the Company entered into a variable convertible promissory note with an aggregate principal amount of $113,000, an annual interest rate of 8%, and a maturity date of January 15, 2022. After payment of transaction-related expenses and closing fees of $13,000, net proceeds to the Company from the Note totaled $100,000. Additionally, the Company recorded $13,000 as a discount to the Note and amortized over the term of the note. In connection with the execution of the Note, the Company issued 100,000 shares of our common stock to the note holder, at the time of issuance, the Company recognized the relative fair market value of the shares of $14,138 as debt discount, and it will be amortized to interest expense during the term of the promissory note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of common stock. The Note Conversion Price shall equal the greater of $0.15 (fifteen) or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American., subject to adjustment as provided in the Note. If an Event of Default occurs, the Conversion Price shall be the lesser of (a). $0.15 or (b). seventy-five percent of the lowest traded price in the prior fifteen (15) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date (the “Variable Conversion Price”). Outstanding Balance shall immediately increase to 125% of the Outstanding Balance immediately prior to the occurrence of the Event of Default and a daily penalty of $500 will accrue until the default is remedied. The Company recognized derivative liability for the convertible note of $64,561, of which $42,822 was recorded as debt discount and amortized over the term of the Note. The maturity date has been extended multiple times since inception. Most recently, on March 30, 2023, the lender agreed to extend the maturity until June 30, 2023. In connection with the extension of the maturity date on the Note, the Company agreed to increase the principal balance by $25,000, which was charged to interest expense, and issued 150,000 shares of common stock with a market value of $11,995. Subsequent to July 31, 2023, the maturity date on the Note was extended to December 31, 2023. (2) (4)	233,000	163,000

On October 10, 2022, the Company entered into a variable convertible promissory note with an aggregate principal amount of $275,000, annual interest rate of 8% and a maturity date of April 10, 2023. After payment of transaction-related expenses and closing fees of $25,000, net proceeds to the Company from the note totaled $250,000. The Company recorded the $25,000 as debt discount and amortized to interest expense over the term of the note. Until the earlier of 6 months or the Company listing on Nasdaq or NYSE American, the note holder shall be entitled to convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of common stock. The note conversion price shall equal the greater of $0.15 or 25% discount to up-listing price or offering/underwriting price concurrent with the Company listing on Nasdaq or NYSE American, subject to adjustment as provided in the note. Any Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate the lesser of (a) twenty-four percent (24%) per annum from the due date thereof until the same is paid (“Default Interest”); or (b) the maximum rate allowed by law. During the most recent quarter, the holder agreed to extend the maturity date until July 31, 2023. As compensation for the extension of the maturity date, $13,750 was added to the principal balance of the Note Subsequent to July 31, 2023, the maturity date of the Note was extended to December 31, 2023. (2) (4)		288,750			-

Total convertible notes payable - derivative:	$	1,061,622		$	723,235

Total convertible notes payable derivative and non-derivative		9,176,225			4,567,735
Less: debt discount		(959,922	)		(119,764	)
Total convertible notes payable, net of discount		8,216,303			4,447,971
Less: current portion of convertible notes payable		(8,216,303	)		(3,947,971	)
Long-term portion of convertible notes payable	$	-		$	500,000