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 June 30, 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 June 30, 2023, and December 31, 2022, and through the date of this report the principal balance totaling $ 861,500 305,589 . 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 June 30, 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 June 30, 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% 48,610 17,044 During January 2015, the Company entered into a two-year convertible note payable for up to $ 250,000 10% 59,514 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 76,830 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 20,408,015 513,103 970,111 On February 8, 2023, Leonite Capital converted $ 87,754 14,246 .01 10,000,000 On February 21, 2023, Leonite Capital converted $ 105,076 44,924 .01 15,000,000 On March 1, 2023, Leonite Capital converted $ 193,184 6,816 .01 20,000,000 On March 17, 2023, Leonite Capital converted $ 190,637 9,363 .01 20,000,000 On April 18, 2023, Leonite Capital converted $ 139,185 10,815 .01 15,000,000 On May 22, 2023, Leonite Capital converted $ 131,230 8,780 .01 14,000,000 On January 4, 2023, the Company and Leonite Capital, LLC. entered into a security purchase agreement for a 8% 41,667 1,667 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 May 17, 2023, GS Capital Partners, LLC. converted $ 85,000 25,300 .01 11,029,973 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 commencing on the one hundred twentieth(120 th 172,000 15,050 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 167,287 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 103,750 13,544 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 256,219 40,197 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 162,685 13,374 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 6,000 On December 14, 2022, the Company and Ronal Minor entered into a security purchase agreement for a 12% 25,000 June 14, 2023 25,000 1,500 On February 6, 2023, the Company and Fourth Man, LLC entered into a Securities purchase agreement for 12% 165,000 16,500 165,000 8,250 On January 12, 2023, the Company and GS Capital Partners, LLC. entered into a Securities purchase agreement for 8% 41,667 4,167 41,667 1,667 On January 12, 2023, the Company and GS Capital entered into a Securities purchase agreement for 8% 41,667 4,167 37,000 1,667 |