Note 11 -notes Payable | NOTE 11 –NOTES PAYABLE Notes Payable as of December 31, 2021 consisted of the following: Inteerest Rate Principal Accrued Interest Balance Government Assistance Notes Economic Injury Disaster Loan (EZC) 3.75 % $ 149,900 $ 10,524 $ 160,424 Economic Injury Disaster Loan (GLI) 3.75 % 149,900 15,652 165,552 Paycheck Protection Program 1 % 362,500 6,350 368,850 Paycheck Protection Program 1 % 337,050 3,118 340,168 $ 999,350 $ 35,644 $ 1,034,994 Secured Promisory Note Coomercial Bank 3.44 % $ 137,728 $ - $ 137,728 Inteerest Rate Principal Accrued Interest Discount Balance Convertible Promisory Notes Bucktown 2-6-21 8 % $ 780,791 $ 10,303 $ - $ 791,094 Silverback 2-12-21 10 % 1,125,118 82,308 - 1,207,426 Bucktown 8-25-21 8 % 335,000 9,511 - 344,511 Bucktown 11-5-21 8 % 225,000 2,665 - 227,665 $ 2,465,909 $ 104,788 $ - $ 2,570,697 Amortizing Promisory Note First Fire 12 % 12,141 978 - 13,119 $ 2,478,050 $ 105,766 $ - $ 2,583,816 Notes payable as of December 31, 2020 consisted of the following: Inteerest Rate Principal Accrued Interest Balance Government Assistance Notes Economic Injury Disaster Loan (EZC) 3.75 % $ 149,900 $ 3,075 $ 152,975 Economic Injury Disaster Loan 3.75 % 149,900 3,001 152,901 Paycheck Protection Program 1 % 362,500 2,638 365,138 Paycheck Protection Program (EZC) 1 % 203,329 1,371 204,700 $ 865,629 $ 10,085 $ 875,714 Less long-term portion 485,679 Current portion of Government Assistance Notes $ 390,035 Parties related to EZC founders $ 49,144 $ - $ 49,144 Inteerest Rate Principal Accrued Interest Discount Balance Convertible Promisory Notes Iliad 8-17-18 10 % $ 250,637 $ 319,982 $ 570,619 Odyssey 7-22-19 10 % $ 390,000 $ 59,595 $ 449,595 CVP 1-29-20 10 % $ 555,000 $ 50,088 $ 605,088 Silverback 9-1-20 (from Iliad) 10 % 140,146 585 140,731 Silverback 11-18-20 (from Iliad) 10 % 117,380 1,894 119,274 PowerUp Lending Group 12 % 253,000 5,888 (13,912 ) 244,976 $ 1,706,163 $ 438,032 $ (13,912 ) $ 2,130,283 Amortizing Promisory Note Labrys 12 % 592,144 986 (454,430 ) 138,700 EMA 12 % 221,000 6,030 (87,535 ) 139,495 First Fire 12 % 156,602 3,964 (73,891 ) 86,675 $ 2,675,909 $ 449,012 $ (629,768 ) $ 2,495,153 Government Assistance Notes Payable On April 17, 2020, the Company received $362,500 under the Paycheck Protection Program of the U.S. Small Business Administration’s (SBA) 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). The interest rate is one percent (1%). At December 31, 2021 and December 31, 2020, the Company recorded interest expense of $3,712 and $2,638, respectively. The loan is due April 2022. The Company is utilizing the funds in accordance with the legal requirements and expects this loan to be forgiven during 2022. On May 7, 2020, EZ-CLONE received $203,329 under the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). The interest rate is one percent (1%). At December 31, 2021 and December 31, 2020, the Company recorded interest expense of $1,587 and $1,371, respectively. The loan is due April 2022. The Company is utilizing the funds in accordance with the legal requirements. This loan was forgiven in October 2021. On June 19, 2020, the Company, including its EZ-CLONE subsidiary, received two loans totaling $299,800 under the Economic Injury Disaster Loan Program of the U.S. Small Business Administration’s 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). Repayment terms on the loans are monthly principal and interest totaling approximately $1,392 over a 30-year term at 3.75%. In addition, the loan contains a 12-month payment deferral beginning on the loan date. There is no prepayment penalty on the EIDL loans. At December 31, 2021 and December 31, 2020, the Company recorded interest expense of $11,856 and $7,152, respectively. On February 3, 2021, the Company received $337,050 under the Paycheck Protection Program of the U.S. Small Business Administration’s (SBA) 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). The interest rate is one percent (1%). At December 31, 2021, the Company recorded interest expense of $3,113 at 1%. The loan is due February 2023. The Company is utilizing the funds in accordance with the legal requirements and expects this loan to be forgiven during 2023. Convertible Promissory Notes Chicago Venture Partners, L.P. Funding from Chicago Venture Partners, L.P. (“Chicago Venture” or “CVP”), Iliad Research and Trading, L.P. (“Iliad”) and Odyssey Research and Trading, LLC, (“Odyssey”). The Company typically issues original issuance discount notes with these parties that has a stated interest rate of typically 10%. Accrued interest represents the interest to be accreted over the remaining term of the notes. These notes contain terms and conditions that are deemed beneficial conversion features and the Company recognizes a derivative liability related to these terms until the notes are converted. Upon the conversion of these notes, the Company records a loss on debt conversion and reduces their derivative liability. The notes may be converted to common stock after six months until they are converted. On April 5, 2021, the Company finalized a a joint Warrant Settlement Agreement with St. George Investments LLC (“St. George”) and Iliad Research and Trading, L.P. (“Iliad”) to resolve a dispute related the calculation of shares issuable under warrants issued in prior financings. In the Warrant Settlement Agreement, in exchange for certain covenants by the Company, St. George and Iliad agreed that upon the exercise of its warrant of up to 14,250,000 shares of the Company’s common stock they would cancel the balance of the warrant related to a February 9, 2018, subscription agreement. The Company recorded a loss on debt settlement of $2,423,000 for the year ended December 31, 2020 and accrued a liability for the future issuance of shares. During 2021, the Company issued the 14,250,000 shares of common stock in connection with the warrant settlement. The Company recognized a gain on settlement of $1,025,400 in 2021 when the fair value of the common shares issued were based on the stock price on the date of settlement. As of December 31, 2020, the outstanding principal balance due to Chicago Venture, Iliad and Odyssey was $1,195,637 and accrued interest was $429,665 which results in a total amount of $1,625,302. During the year ended December 31, 2020, Chicago Venture and Iliad converted principal and accrued interest of $600,000 into 4,882,919 shares of our common stock at a per share conversion price of $0.123 with a fair value of $1,006,518. The Company recognized $287,466 loss on debt conversions during the year ended December 31, 2020. Odyssey Research and Trading, LLC, (“Odyssey”) On July 23, 2019, the Company executed the following agreements with Odyssey: (i) Securities Purchase Agreement; (ii) Secured Promissory Notes; and (iii) Security Agreement (collectively the “Odyssey Agreements”). The Company entered into the Odyssey Agreements with the intent to acquire working capital to grow the Company’s businesses. The total amount of funding under the Odyssey Agreements is $1,105,000. The Convertible Promissory Note carries an original issue discount of $100,000 and a transaction expense amount of $5,000, for total debt of $1,105,000. As of December 31, 2020 the principal balance owed Odyssey is $390,000. The Company agreed to reserve three times the number of shares based on the redemption value with a minimum of 3,333,334 shares of its common stock for issuance upon conversion of the Debt, if that occurs in the future. The Debt carries an interest rate of ten percent (10%). The Debt is convertible, at Odyssey’s option, into the Company’s common stock at $1.50 per share subject to adjustment as provided for in the Secured Promissory Notes. Labrys Fund L.P. On August 31, 2020, the Company executed the following agreements with Labrys: (i) Securities Purchase Agreement; and (ii) Self-Amortization Promissory Note for $750,000 (“Note”); (collectively the “Labrys Agreements”). The Company entered into the Labrys Agreements with the intent to acquire working capital to grow the Company’s businesses and complete the EZ-CLONE Enterprises, Inc. acquisition. The total amount of funding received under the Labrys Agreements, after deducting the $75,000 original issue discount and $42,250 of fees was $632,750. The Note required a payment of $250,000 on November 30, 2020, and $51,042 at each month end from December 2020 through November 30, 2021. The Company issued commitment shares of 1,662,000 shares related to the Labrys Agreement and the value of such shares are being treated as a discount and being amortized over the term of the note. The Debt was due on or before November 30, 2021. The Debt carried an interest rate of twelve percent (12%). Upon an event of default as defined in the agreement, the Debt was convertible into the Company’s common stock at the closing price the day before the conversion, subject to adjustment as provided for in the Note. The Company agreed to reserve 5,043,859 shares of its common stock for issuance if any Debt is converted. Labrys Fund Amendment #2 On November 30, 2020, the Company entered into Amendment No. 2 of the Self-Amortization Promissory Note (“Amendment No. 2”) amendment that certain Self-Amortization Promissory Note originally issued by the Company to Labrys on August 31, 2020 (the “Note”). Amendment No. 2 included the following amendments to the Note: 1. The Company issued 550,000 restricted shares of the Company’s common stock (the “Amendment Shares”) to the Holder on or before December 2, 2020, and the value of such shares are being amortized as a debt discount through the remaining term of the note. 2. The first Amortization Payment (as defined in the Note) of $250,000 originally due on November 30, 2020, shall instead be due as follows: $125,000 was paid by December 3, 2020, and $125,000 is due on or before December 31, 2020. Labrys Fund Amendment #3 On December 31, 2020, the Company entered into Amendment No. 3. Pursuant to Amendment No. 3 the Company issued 340,000 restricted shares of the Company’s common stock (the “Amendment Shares”) and issued a common stock purchase warrant for the purchase of 1,033,057 shares of the Company’s common stock (the “Warrant”). The value of the Amendment shares, and the Warrant are being amortized as a debt discount through the remaining term of the note. In exchange for the Warrant and Amendment Shares, the outstanding payment of $125,000 owed on or before December 31, 2020 (as described in Amendment No. 2) (“Outstanding Payment”), was amended so that no payment was required and that the future monthly payments beginning in January 2021 through November 30, 2022, have been increased to $61,458 from $51,042. This Note was assumed by Silverback in 2021. EMA Financial LLC On October 2, 2020, the Company executed the following agreements with EMA FirstFire Global Opportunities Fund, LLC On October 2, 2020, the Company executed the following agreements with FirstFire Global Opportunities Fund, LLC: (i) Securities Purchase Agreement; and (ii) Self-Amortization Promissory Note for $156,600 (“Note”). The Note has an interest rate of twelve percent (12%). The Company made monthly payments in the amount of $13,851. The final payment was made on January 12, 2022. Silverback Capital Corporation During 2020 Silverback Capital Corporation (“Silverback”) purchased from Iliad $993,855 of Iliad’s outstanding note balance with the Company. During the year ended December 31, 2020, Silverback Capital Corporation converted principal and accrued interest of $746,632 into 9,510,000 shares of our common stock at an average per share conversion price of $0.0757. The Company recognized $447,324 loss on Silverback debt conversions during the year ended December 31, 2020. During the three months ended March 31, 2021, Silverback purchased all of the remaining outstanding notes the Company had with Chicago Ventures, Iliad and Odyssey of $1,139,182. Silverback assumed the terms of the original notes. On March 16, 2021, the Company executed the following agreements with Silverback: (i) Securities Purchase Agreement; and (ii) Convertible Promissory Note for $165,000. The 10% Notes are convertible at the holder’s option into the Company’s common stock at 65% of the lower of $1.35 or the current fair market value of the stock. During the year ended December 31, 2021, Silverback converted principal and interest of $2,217,916 into 40,223,000 shares of our common stock at an average per share conversion price of $0.055. The Company recognized $2,442,903 loss on Silverback debt conversions during the year ended December 31, 2021. Power Up Lending Group Ltd. As of the beginning of 2020, the Company owed Power Up Lending Group Ltd (“Power Up”) $281,600. During 2020 the Company entered an additional $199,100 of convertible notes which were settled by year end. These $480,700 of notes were settled when $395,700 of notes were converted to common stock and a cash payment of $85,000 was made. As of December 31, 2020 the following Power Up convertible notes that the Company also entered into with Power Up on July 13, 2020, November 30, 2020, and December 8, 2020 for $253,000 to fund short-term working capital were still outstanding The Notes accrue interest at a rate of 12% per annum and became due in one year and are convertible into common stock at 75% of market value after six months. The Company received cash of $220,000 under these three notes after deducting original issue discount and fees. During the year ended December 31, 2021, Power Up converted principal of $84,680 into 1,039,018 shares of our common stock at a per share conversion price of $0.082. The Company recognized a loss on the conversion of $87,698 which represents the difference between the closing price of the shares and the exercise price. Bucktown Capital LLC On February 26, 2021, the Company executed the following agreements with Bucktown Capital LLC (“Bucktown”): (i) Securities Purchase Agreement; (ii) Secured Convertible Promissory Note; and (iii) Security Agreement (collectively the “Bucktown Agreements”). The Company entered the Bucktown Agreements with the intent to acquire working capital to grow the Company’s businesses and to repay all outstanding obligations owed to: (i) Labrys in the amount of $615,333; and (ii) Power Up in the amount of $128,858. The total amount of funding under the Bucktown Agreements is $3,088,000 as represented in the Secured Convertible Promissory Note (“Note”). The total purchase price for this Note is $2,850,000; the Note carries an aggregate original issue discount of $228,000 and a transaction expense amount of $10,000. The Note is comprised of two (2) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $928,000 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Note and the Bucktown Agreements (the “Initial Tranche”), and (ii) an additional Tranche, which is exclusively dedicated for the purchase of the remaining equity interest in EZ-CLONE, in the amount of $2,160,000.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Note and the Bucktown Agreements (the “Subsequent Tranche”). The Initial Tranche shall correspond to $68,000 of the OID and the Transaction Expense Amount and may be converted into shares of Common Stock at any time after the Purchase Price Date. The Subsequent Tranche corresponds to the Investor Note and $160,000 of the aggregate OID. The Bucktown Agreement limits the shares to be held at any time not to exceed 9.9% of the Company’s outstanding shares. The Company agreed to reserve three times the number of shares based on the redemption value with a minimum of 23,340,000 shares of its common stock for issuance upon conversion of the Note, if that occurs in the future. If not converted sooner, the Note is due on or before February 26, 2022. The Note has an interest rate of eight percent (8%). The Note is convertible, at Bucktown’s option, into the Company’s common stock at $0.30 per share (“Lender Conversion Price”), subject to adjustment as provided for in the Note. However, in the event the Market Capitalization (as defined in the Note) falls below the Minimum Market Capitalization the Lender Conversion Price shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion. On August 25, 2021, and on November 5, 2021, the Company entered into the following agreements with Bucktown: (i) Securities Purchase Agreements; (ii) Secured Convertible Promissory Notes; and (iii) Security Agreements. The total amount for these Notes is $560,000; the Note carries an aggregate original issue discount of $50,000 and a transaction expense amount of $10,000. The Notes have an interest rate of eight percent (8%). The Note is convertible, at Bucktown’s option, into the Company’s common stock at $0.10 per share (“Lender Conversion Price”), subject to adjustment as provided for in the Note. However, in the event the Market Capitalization (as defined in the Note) falls below the Minimum Market Capitalization the Lender Conversion Price shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion. During the year ended December 31, 2021, Bucktown converted principal of $200,000 into 8,583,691 shares of our common stock at a per share conversion price of $0.023. The Company recognized on loss on the conversion of $117,597 which represents the difference between the closing price of the shares and the exercise price. The Company’s obligation to pay the Notes, or any portion thereof, are secured by all the Company’s assets. |