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, 2022 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. As of March 31, 2023, and December 31, 2022. and through the date of this report, the principal balance totaling $ 861,500 290,813 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. as of March 31, 2023, and December 31, 2022, and through the date of this report the principal balance totaling $ 861,500 290,513 . Through the date of this report, monthly consulting fees have not been repaid and were 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 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 March 31, 2023, and December 31, 2022, and through the date of this report, the $200,000 principal and $20,000 Investment Return remained outstanding. The note is past the maturity date and has not been repaid through the date the financial statements were issued. On May 12, 2020, the Company obtained a Paycheck Protection Program (PPP) loan in the amount of $ 103,125 1% The Company has requested debt forgiveness from the SBA. As of March 31, 2023, and December 31, 2022, 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 8% 17,044 During January 2015, the Company entered into a two-year convertible note payable for up to $ 250,000 10% 10,564 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 70,920 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 .01 20,408,015 On February 8, 2023 Leonite Capital converted $87,754 of principal, and $14,246 of interest and fees at a conversion price of $.01 for 10,000,000 shs of common stock. On February 21, 2023 Leonite Capital converted $105,076 of principal, and $44,924 of interest and fees at a conversion price of $.01 for 15,000,000 shs of common stock. On March 1, 2023 Leonite Capital converted $193,184 of principal, and interest $6,816 of $ principal and fees at a conversion price of $.01 for 20,000,000 shs of common stock. On March 17, 2023 Leonite Capital converted $190,637 of principal, and interest and fees of $9,363 at a conversion price of $.01 for 20,000,000 shs of common stock. On January 4, 2023, the Company and Leonite Capital, LLC. entered into a security purchase agreement for a 8% 41,667 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 .01 3,122,914 On February 7, 2023 GS Capital Partners, LLC. converted $ 53,475 13,886 .01 6,736,045 On February 23, 2023 GS Capital Partners, LLC. converted $ 65,000 17,278 .01 8,277,753 On March 7, 2023 GS Capital Partners, LLC. converted $ 80,000 21,633 .01 10,163,288 On March 17, 2023 GS Capital Partners, LLC. converted $ 85,000 23,311 .01 10,831,096 On August 18, 2022, the Company and GS Capital Partners LLC entered into a securities purchase agreement for a 10% convertible note in the aggregate principal of $172,000. A lump- sum interest payment for twelve (12) months shall be immediately due on the Issue date and shall be added to the principal balance and payable on the maturity date August 18, 2023. Principal payments shall be made in nine (9) installments each in the amount of $21,022.22 commencing on the one hundred twentieth(120 th 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 20,130 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 1800 Diagonal Lending LLC, f/k/a Sixth Street Lending LLC entered into a security purchase agreement for a 8% 128,750 June 14, 2023 On November 7, 2022, the Company and Gary Shover entered into a security purchase agreement for a 12% 75,000 May 7, 2023 75,000 3,750 On December 14, 2022 , the Company and Ronal Minor entered into a security purchase agreement for a 12% Convertible Note in the aggregate principal of $25,000 due on June 14, 2023. The note is convertible into shares of common stock of the Company at a fixed conversion price of $0.139 per share. The investor shall also receive warrants to purchase 500,000 common shares at $0.139 per share As of March 31, 2023, and December 31, 2022, and through the date of this report, the principal balance totaling $25,000 and interest of $750 is outstanding. On February 6, 2023 the Company and Fourth Man, LLC entered into a Securities purchase agreement for 12% 165,000 16,500 | NOTE 5 – NOTE PAYABLE Convertible Note Payable During January 2015, the Company entered into a one-year $ 78,750 8 35,015,467 33,408,936 48,610 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 Actus Fund, LLC in the principal amount of $197,000. The principal amount of the note with interest at 12% is due on February 7, 2021. The note is convertible into shares of the Company’s common stock. The conversion price shall equal the lessor of (i) Current Market price or (ii) Variable Market price as defined as Market Price less a 50% discount price. As of December 31, 2022, and through the date of this report, the principal balance totaling $197,000 is outstanding. On August 5, 2020, The Company and Adar Alef, LLC entered into a security purchase agreement in the aggregate principal of $ 150,000 5 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. As of December 31, 2022, and through the date of this report, the principal balance totaling $ 970,111 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. As of December 31, 2022, and through the date of this report, the principal balance totaling $2,141,632 is outstanding. 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 February 3, 2022, the Company and Sixth Street Lending LLC entered into a security purchase agreement for a 8 % Convertible Note in the aggregate principal of $ 103,750 . is due on February 3, 2023 . The note is convertible into shares of common stock of the Company. The conversion price is equal to the Variable Conversion price which is defined as 65% of the Market Price for the average of the lowest two trading dates during a fifteen-day trading period ending on the latest complete trading date prior to the Conversion date. As of December 31, 2022, and through the date of this report, the principal balance totaling $131,096 is outstanding. On March 25, 2022, the Company and Sixth Street Lending LLC entered into a security purchase agreement for a 8% Convertible Note in the aggregate principal of $ 258,638 March 25, 2023 On June 14, 2022, the Company and Diagonal Leasing entered into a security purchase agreement for a 8 128,750 June 14, 2023 On August 18, 2022, the Company and GS Capital Partners, LLC. entered into a security purchase agreement for a 10% 172,000 August 18, 2023 On November 7, 2022, the Company and Gary Shover, entered into a security purchase agreement for a 12% 75,000 May 7, 2023 On December 14, 2022, the Company and Ronal Minor entered into a security purchase agreement for a 12% 25,000 June 14, 2023 On August 17, 2020, the Company and Harbor Gates entered into a security purchase agreement for a 10 165,000 May 17, 2021 On May 20, 2020, the Company and GS Capital Partners, LLC entered into a 10 165,000 February 20, 2021 On April 6, 2020, the Company and Power Up Lending Group entered into a security purchase agreement for a 10 53,000 April 6, 2021 On May 10, 2019, the Company and GHS Investments LLC entered into a security agreement for a 10 335,000 February 10, 2020 On June 11, 2021, interest on the note in the amount of $115,200.00 was converted into 8,000,000 shares of the Company’s common stock. The outstanding balance of $761,005, as of October 21, 2021, was converted into 25,500,000 shares of the Company’s common stock. The lender also received the 23,000,000 warrants. The Company recognized a gain of $844,797.00 on the conversions of June 11, 2021, and October 21, 2021. The fair value of the 25,500,000 shares issued was approximately $729,300.00 Notes 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 20,000 On December 22, 2017, the Company entered into a financing agreement with Parabellum, an accredited investor, for $1.2 million, amended in 2019 and increased to $1,850,000. Under the terms of the agreement, the Company is to receive milestone payments based on the progress of the Company’s lawsuit (Note 6) for damages against Grupo Rontan Metalurgica, S.A (the “Lawsuit”). Such milestone payments consist of (i) an initial purchase price payment of $300,000, which the Company received on December 22, 2017, (ii) $150,000 within 30 days of the Lawsuit surviving a motion to dismiss on the primary claims, (iii) $100,000 within 30 days of the close of all discovery in the Lawsuit and (iv) $650,000 within 30 days of the Lawsuit surviving a motion for summary judgment and challenges on the primary claims. As part of the agreement, the Company shall pay the investor an investment return of 100% of the litigation proceeds to recoup all money invested, plus 27.5% of the total litigation proceeds received by the Company. $300,000 was received by the Company in December 2017. As of December 31, 2022, and through the date of this report, the $ 2,550,000 On December 23, 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 Vox note consulting agreement (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 years ended December 31, 2022, and 2021, consulting fees totaling $ 120,000 861,500 926,500 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 (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 year ended December 31, 2022, and 2021, consulting fees totaling $ 120,000 861,500 919,500 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. 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 years and expired May 2021. The warrants were valued using the Black Scholes Merton model, resulting in a fair value of $13,000 which were recorded as a discount on the note. The key valuation assumptions used consist, in part, of the price of the Company’s common stock of $0.007 at issuance date; a risk-free interest rate of 2.75% and estimated volatility of the Company’s common stock of 220%. As of December 31, 2022, and through the date of this report, the $200,000 principal and $20,000 Investment Return remained outstanding and is in default. During June 2018, the Company entered in to a one-year $ 300,000 150,000 150,000 The June 2018 note bears a personal guarantee by William Delgado, the Chief Executive Officer of the Company. As further security for the note, Mr. Delgado has also pledged the 1,000,000 Convertible Preferred Shares of the Company that he owns, as well as 5,000,000 common shares of SHMP, another public company in which Mr. Delgado is a director and Chief Financial Officer. On May 12, 2020, the Company and BBVA USA entered into a 1 103,125 |