NOTE PAYABLE | NOTE 5 – NOTE PAYABLE During August 2017, Dragon Acquisitions, a related entity owned by William Delgado, and an individual lender entered into a promissory note agreement for $ 20,000 2,000 22,000 December 31, 2021 20,000 On December 22, 2017, the Company entered into a financing agreement with Parabellum, an accredited investor, for $1.2 million, which was then amended in 2020 and increased to $ 2,550,000 2,550,000 On December 23, 2017 (the “Effective Date”) the Company entered into a $ 485,000 7 The Company shall make mandatory prepayment in the following amounts and at the following times – ● $1,000 on the Effective Date. ● $50,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion to dismiss. ● $50,000 on the date on which discovery closes with respect to the lawsuit. ● $100,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion for summary judgement on the claims. Under the terms of the Vox note consulting agreement (see Note 6), any unpaid consulting fees subsequent to December 2017 causes a default on the note with unpaid consulting fees to be added to the principal of the note. During the six-month period ended June 30, 2022, consulting fees totaling $ 95,000 1,021,500 926,500 On December 26, 2017 (the “Effective Date”), the Company entered into a $ 485,000 7 ● $1,000 on the Effective Date. ● $50,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion to dismiss. ● $50,000 on the date on which discovery closes with respect to the lawsuit. ● $100,000 on the date on which the judge presiding over the lawsuit issues a ruling or decision in which the lawsuit survives a motion for summary judgement on the claims. Under the terms of the RLT note consulting agreement (see Note 6), any unpaid consulting fees subsequent to December 2017 causes a default on the note with unpaid consulting fees to be added to the principal of the note. During the six-month period ended June 30,2022, consulting fees totaling $ 102,000 1,021,500 919,500 Through the date of this report, monthly consulting fees have not been repaid and continue to be added to the principal balance of the note. The note remains in default. However, RLT has voluntarily refrained from making demand prior to the resolution funding date. RLT was granted a first priority security interest in the litigation proceeds and is pari passu to Parabellum and Vox. To that end, they share in the litigation in a priority position to proceed to repay the note. During April 2018, the Company entered into a two-month $ 36,000 31,000 5,000 11,000 During May 2018, the Company entered into an Investment Return Purchase Agreement with an accredited investor (the “Purchaser”) for proceeds of $200,000 (the “Investment Agreement”). Under the terms of the Investment Agreement, the Company agreed to pay the Purchaser the $200,000 proceeds plus a 10% return, or $20,000 (the “Investment Return”) within three (3) months from the date of the Investment Agreement. Such Investment Return shall be paid earlier if the Company secures funding totaling $500,000 within 90 days from the date of the Investment Agreement. The lender has extended the maturity date to December 31, 2021. In addition, the Company agreed to issue to the Purchaser 2,000,000 warrants to purchase common stock of the Company at an exercise price of $0.01 per share, exercisable for a period of three (3) years. As of June 30, 2022, and December 31, 2021, and through the date of this report, the $200,000 principal and $20,000 Investment Return remained outstanding. During June 2018, the Company entered in to a one-year $ 300,000 150,000 150,000 On May 12, 2020, the Company obtained a Paycheck Protection Program (“PPP”) loan in the amount of $ 103,125 1 5,805 The Company has requested debt forgiveness from the SBA. As of March 31, 2022, and December 31, 2021, and through the date of this report the SBA has not responded to the request and NNVA has waived the monthly payment Convertible Notes Payable During January 2015, the Company entered into a one-year $78,750 convertible note payable with LG Capital Funding (LG). The note bears interest at 8% per annum and is convertible at any time at the option of LG into shares of our common stock at a conversion price equal to a 40% discount of the lowest closing bid price for 20 prior trading days including the notice of conversion date. The embedded derivative liability associated with the conversion option of the note was bifurcated from the note and recorded at its fair value on the date of issuance and at each reporting date. The note requires the Company to reserve four times the potential number of shares of common stock issuable upon conversion, or 17,676,000 and 29,914,000 at December 31, 2021 and June 30, 2022 respectively . The Company defaulted on the note in January 2016. Additionally, as a result of declines in the fair value of the Company’s common stock, from time to time the Company did not have sufficient authorized shares to maintain this required four times share reserve. Accordingly, the note holder had the right to accelerate the repayment of the note and unpaid interest. In addition, LG has the right to require that additional shares and/or monies be paid in connection with the defaults. During December 2017, in settlement of default, the Company and LG entered into a Convertible Note Redemption Agreement under which the Company was to repay $68,110, $39,921 in unpaid principal outstanding at December 31, 2017, and $28,189 in accrued interest, in five payments through April 2018. Through April 2018, the Company repaid $6,500 of principal under the Convertible Note Redemption Agreement. The Company defaulted on the Convertible Note Redemption Agreement in April 2018 and the $28,189 in accrued interest was converted to principal. As of June 30, 2022, and December 31, 2021, and through the date of this report, the principal balance totaling $ 48,610 is outstanding. and remains in default. During January 2015, the Company entered into a two-year convertible note payable for up to $ 250,000 10 59,514 On April 7, 2020, the Company entered into a convertible promissory note arrangement with Auctus Fund, LLC in the principal amount of $ 197,000 12 February 7, 2021 197,000 On February 25, 2021, the Company and Leonite Capital LLC entered into a securities purchase agreement for a prime rate plus 8 2,285,714 On March 1, 2021, the Company received the first tranche of $1,000,000 from Leonite Capital. In connection with the note, the Company issued 20,000,000 warrants, exercisable at $0.10, with a 10-year term and contain full-ratchet anti-dilution protection provisions, with a fair value of $507,000. The Company also issued 4,000,000 shares of common stock as commitment shares to the noteholder, with a fair value of $204,000. The warrants and the commitment shares resulted in a debt discount of $1,000,000, which will be amortized using the effective interest method over the life of the convertible note, and the excess of $101,000 recognized as interest expense at issuance. The warrants were evaluated to be classified as a liability, as based on the various convertible notes outstanding with variable conversion rates it cannot be determined if there are sufficient authorized shares available during the contract period. On June 14, 2022, Leonite Capital converted $ 204,080 855,134 On March 25, 2021, the Company and GS Capital Partners LLC entered into a securities purchase agreement for a prime rate plus 8 2,285,714 On April 1, 2021, the Company received the first tranche of $1,142,857 from GS Capital, LLC. In connection with the note, the Company issued 20,000,000 warrants, exercisable at $0.10, with a 10-year term and contain full-ratchet anti-dilution protection provisions, with a fair value of $507,000. The Company also issued 4,000,000 shares of common stock as commitment shares to the noteholder, with a fair value of $204,000. The warrants and the commitment shares resulted in a debt discount of $1,000,000, which will be amortized using the effective interest method over the life of the convertible note, and the excess of $101,000 recognized as interest expense at issuance. The warrants were evaluated to be classified as a liability, as based on the various convertible notes outstanding with variable conversion rates it cannot be determined if there are sufficient authorized shares available during the contract period. The Company received the second tranche as follows; May 24, 2021, $796,000, July 15, 2021, $90,000, and July 21, 2021, $208,500. On April 21, 2022, GS Capital, LLC converted $31,229. of principal and interest at a conversion price of $.01 for 3,122,914 shares of common stock. As of June 30,2022, and December 31, 2021, and through the date of this report, the principal balance totaling $ 2,141,631 2,285714 On June 7, 2021, the Company and Geneva Roth Remark Holdings, Inc., entered into a security purchase agreement (“SPA”) for an 8 251,625 June 7, 2022 22,875 228,750 20,130 On August 5, 2020, the Company and Adar Alef, LLC entered into a security agreement for an 8 150,000 August 5, 2021 th On August 17, 2020, the Company and Harbor Gates Capital, LLC entered into a securities agreement for a 10 165,000 August 17, 2021 15,000 165,000 On October 6, 2020, the Company and Power Up Lending Group entered into a securities purchase agreement for a 10 75,000 August 25, 2021 On December 10, 2021, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 8 128,750 December 10, 2022 On February 3, 2022, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 8 103,750 February 3, 2023 On March 25, 2022, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 12 258,638 March 25, 2023 On June 14, 2022, the Company and Sixth Street Lending LLC, entered into a security purchase agreement for a 8 128,750 June 14, 2023 |