CONVERTIBLE NOTES | NOTE 10. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Principal Balance 12/31/2020 Less: Discount Balance Net Principal Balance 12/31/2020 Principal Balance 9/30/2021 Less: Discount Balance Net Principal Balance 9/30/2021 BD1 Notes (related party) $ 10,500,000 $ (2,936,952 ) $ 7,563,048 $ 9,900,000 $ (2,351,060 ) $ 7,548,940 Nanyang Notes - - - 600,000 (142,488 ) 457,512 Crowdex Note (related party) 250,000 — 250,000 250,000 — 250,000 $ 10,750,000 $ (2,936,952 ) $ 7,813,048 $ 10,750,000 $ (2,493,548 ) $ 8,256,452 Penumbra/Crowdex Convertible Note As of January 1, 2021, Crowdex Investment, LLC (“Crowdex”) held a convertible promissory note with an aggregate principal balance of $250,000. The aggregate principal amount (together with accrued interest) was scheduled to mature on June 9, 2021; however, the Company and Crowdex agreed to extend maturity by one year to June 9, 2022. The note bears interest at a rate of 6% per annum. The interest rate increases to 18% in the event of default. The note is convertible, at the holder’s option, into shares of the Company’s Common Stock at a conversion price equal to $0.0001 per share. At September 30, 2021, the note had a principal balance of $250,000 and an accrued interest balance of $19,644. BD1 Convertible Note During September 2020, a number of the Company’s investors entered into assignment agreements to sell their existing debt to BD 1 Investment Holding, LLC (“BD1”) resulting in BD1 acquiring outstanding promissory notes with principal and accrued interest balances of approximately $6.3 million and $1.3 million, respectively. On December 18, 2020, the Company entered into a securities exchange agreement (“BD1 Exchange Agreement”) with BD1. Pursuant to the terms of the BD1 Exchange Agreement, BD1 agreed to surrender and exchange all of its outstanding promissory notes with principal and accrued interest balances of approximately $6.3 million and $1.3 million, respectively. Default penalties related to the notes of approximately $2.9 million were not designated. In exchange, the Company issued to BD1 two unsecured convertible notes with an aggregate principal amount of $10,500,000 (“BD1 Exchange Notes”), and recorded an original issue discount of approximately $3.0 million, which will be recognized as interest expense, ratably, over the life of the note. The BD1 Exchange Notes do not bear any interest, and will mature on December 18, 2025. BD1 has the right, at any time until the BD1 Exchange Notes are fully paid, to convert any outstanding and unpaid principal into shares of common stock at a fixed conversion price equal to $0.0001 per share. Accordingly, the Company would issue 105,000,000,000 shares of common stock upon a full conversion of the BD1 Exchange Notes. BD1 has agreed not to effect any conversion of the Notes without the prior consent of the Company unless and until the Company has created additional authorized and issued common shares sufficient to convert all of the Notes in full. On August 13, 2021, BD1 assigned $600,000 of its outstanding principal balance to Nanyang Investment Management Pte Ltd (“Nanyang”). Subsequent to this assignment, BD1 held notes with an aggregate principal amount of $9,900,000 convertible to 99,000,000,000 shares of common stock. Nanyang Convertible Note On August 13, 2021, as discussed above, BD1 assigned $600,000 of the BD1 Exchange Notes to Nanyang. This note does not bear any interest and will mature on December 18, 2025. Nanyang has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into share of common stock at a fixed conversion price equal to $0.0001 per share. Accordingly, the Company would issue 6,000,000,000 common shares upon full conversion of this note. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Nanyang, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock. Subsequent to September 30, 2021, the debt with Nanyang was partially converted into common stock. Refer to the Nanyang Conversion | NOTE 12. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Principal Balance 12/31/2018 New Notes Notes assigned or exchanged Notes converted Principal Balance 12/31/2019 Less: Discount Balance Net Principal Balance 12/31/2019 October 2016 Notes $ 330,000 $ — $ — $ — $ 330,000 $ — $ 330,000 St. George Notes 1,099,233 (172,500 ) — (309,070 ) 617,663 — 617,663 BayBridge Notes 62,500 — 1,160,000 (281,900 ) 940,600 (408,333 ) 532,267 Bellridge Notes 455,000 510,000 (226,000 ) (243,000 ) 496,000 (382,500 ) 113,500 Power Up Notes 225,000 149,500 — (267,680 ) 106,820 (26,566 ) 80,254 EMA Note 75,000 — (75,000 ) — — — — Widjaja Note — 330,000 — — 330,000 (1 ) 329,999 GS Capital Notes — 178,568 75,000 (84,068 ) 169,500 (44,167 ) 125,333 $ 2,246,733 $ 995,568 $ 934,000 $ (1,185,718 ) $ 2,990,583 $ (861,567 ) $ 2,129,016 Principal Balance 12/31/2019 New Notes Notes assigned or exchanged Notes converted Principal Balance 12/31/2020 Less: Discount Balance Net Principal Balance 12/31/2020 October 2016 Notes $ 330,000 $ — $ (330,000 ) $ — $ — $ — $ — St. George Notes 617,663 — (617,663 ) — — — — BayBridge Notes 940,600 — (940,600 ) — — — — Bellridge Notes 496,000 — (451,000 ) (45,000 ) — — — Power Up Notes 106,820 — (106,820 ) — — — — Widjaja Note 330,000 — (330,000 ) — — — — GS Capital Notes 169,500 — (169,500 ) — — — — Penumbra Note (related party) — 250,000 (250,000 ) — — — — BD1 Notes (related party) — 10,500,000 — — 10,500,000 (2,936,952 ) 7,563,048 Crowdex Note (related party) — — 250,000 — 250,000 — 250,000 $ 2,990,583 $ 10,750,000 $ (2,945,583 ) $ (45,000 ) $ 10,750,000 $ (2,936,952 ) $ 7,813,048 October 2016 Convertible Notes Prior to 2019, the Company had issued convertible notes to a private investor that had remaining principal and accrued interest balances of $330,000 and $136,927, respectively, as of January 1, 2019. The convertible notes matured on December 31, 2017 and bear an interest rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand. The default interest rate has not been designated by the investor. All principal and accrued interest on the convertible notes is convertible at any time, in whole or in part, at the option of the investor, into shares of common stock at a variable conversion price equal to 80% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. After the six-month anniversary of the issuance of any convertible note, the conversion price for such note shall thereafter be equal to 50% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. The convertible notes contain standard and customary events of default. The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the October 2016 Convertible Notes were assigned to BD1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD1 on December 18, 2020. Refer to the BD1 Convertible Notes St. George Convertible Note Prior to 2019, the Company sold and issued a $1,700,000 convertible note to St. George, which had a principal balance of $1,099,233 as of January 1, 2019. This note matured on March 11, 2019. The note does not bear interest in the absence of an event of default. The note is due upon demand and a default interest rate has not been designated by St. George. During 2019, $309,070 was converted into 1.1 billion shares of the Company’s common stock. The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 106,750 — 58,503,244 Q2 2019 59,320 — 86,636,364 Q3 2019 89,000 — 457,222,222 Q4 2019 54,000 — 540,000,000 $ 309,070 $ — 1,142,361,830 The conversion option associated with the note was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 9, 2020, the St. George Convertible Note was assigned to BD1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD1 on December 18, 2020. Refer to the BD1 Convertible Notes Baybridge Convertible Note Between September 7, 2018 and August 22, 2019, the Company, entered into several securities exchange agreements with BayBridge Capital Fund LP ("BayBridge”). During 2019, the Company entered into several securities exchange agreements with BayBridge . Pursuant to the terms of the exchange agreements, BayBridge agreed to surrender and exchange several outstanding promissory notes with an aggregate principal balance of $829,000, and aggregate accrued interest of $97,000, for convertible notes (“Exchange Notes”) with an aggregate principal amount of $1,160,000 and aggregate original issue discounts of $234,000. The Exchange Notes are unsecured, have no applicable registration rights, bear interest at a rate of 12% per annum, and matured between September 7, 2019 and August 22, 2020. The notes contain standard and customary events of default. The terms of the Exchange Notes included a conversion feature which was the lesser of (i) a price range of $0.0005 to $0.15, or (ii) a range of 65% to 70% of the lowest traded price for the shares over the prior five trading days. During 2019, aggregate principal of $281,900 and interest of $8,407 had been converted into 1 billion The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 90,500 3,278 47,400,806 Q2 2019 88,500 2,079 141,822,223 Q3 2019 86,000 2,261 616,247,346 Q4 2019 16,900 789 176,886,700 $ 281,900 $ 8,407 982,357,075 The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the Baybridge Convertible Notes were assigned to BD1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD1 on December 18, 2020. Refer to the BD1 Convertible Notes Bellridge Convertible Notes Prior to 2019, the Company had issued convertible notes to Bellridge Capital, LP (“Bellridge”) which had aggregate principal and accrued interest balances of $455,000 and $40,863, respectively, as of January 1, 2019. On October 22, 2019, the Company and Bellridge entered into an exchange agreement to exchange the outstanding Bellridge notes with principal and interest of $226,000 and $51,000, respectively, into a new note with a principal balance of $450,000. The note is not secured, contains no registration rights, has an interest rate of 10% per annum, matures on October 22, 2020, and contains standard and customary events of default. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.0005 or (ii) 70% of the lowest traded price for the shares over the prior ten-day On October 22, 2019, the Company and Bellridge entered into a new convertible promissory note with a principal balance of $60,000, in exchange for proceeds of $40,000. The note is not secured, contains no registration rights, has an interest rate of 10% per annum, matures on October 22, 2020, and contains standard and customary events of default. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.0005 or (ii) 70% of the lowest traded price for the shares over the prior ten-day Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99 % of the outstanding shares of Common Stock . During 2019 and 2020, an aggregate principal of $288,000 and interest of $25,697, on the Bellridge convertible notes had been converted into 1,571,266,388 shares of common stock and no cash payments of principal or interest had been made. The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 65,615 4,507 38,696,339 Q2 2019 47,385 3,874 68,142,087 Q3 2019 89,000 9,779 529,061,862 Q4 2019 41,000 5,404 464,037,300 Q2 2020 45,000 2,133 471,328,800 $ 288,000 $ 25,697 1,571,266,388 The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the Bellridge Convertible Notes were assigned to BD1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD1 on December 18, 2020. Refer to the BD1 Convertible Notes Power Up Convertible Notes During 2018 and 2019, the Company entered into six securities purchase agreements with Power Up Lending Group, LTD (“Power Up”), for the private placement of three convertible notes with an aggregate principal amount of $376,000. Beginning in six months after issuance, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten-day Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock. During 2019, an aggregate principal of $267,680 and interest of $9,000, on the Power Up convertible notes had been converted into 578,794,634 shares of common stock and no cash payments of principal or interest had been made. The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 $ 182,500 $ 7,300 95,014,902 Q2 2019 42,500 1,700 47,155,556 Q3 2019 14,600 — 155,824,176 Q4 2019 28,080 — 280,800,000 $ 267,680 $ 9,000 578,794,634 The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the Power Up Convertible Notes were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes Widjaja Convertible Note On January 11, 2019, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on January 11, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date. There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 19.99% of the outstanding shares of the Company's common stock. During 2019 and 2020, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The conversion option associated with the note was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the Widjaja Convertible Note was assigned to BD1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD1 on December 18, 2020. Refer to the BD1 Convertible Notes GS Capital Convertible Note On February 22, 2019, the Company sold and issued to GS Capital Partners, LLC (“GS”) a $108,000 aggregate principal amount unsecured convertible promissory note in exchange for $75,000 of gross proceeds, $6,000 in financing costs, and $27,000 of premium associated with the assignment of a note from a former investor. On August 26, 2019, the Company sold and issued to GS, an additional unsecured convertible promissory note in the amount of $70,500. These notes are unsecured, bear interest at 8% per annum, matures twelve months from the date of issuance, and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. There are no registration rights applicable to the note. At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock. During 2019, principal of $84,068 and interest of $5,766 had been converted into 473,445,228 million shares of common stock and no cash payments of principal or interest had been made. The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q2 2019 $ 15,000 $ 763 17,321,692 Q3 2019 57,718 4,284 335,425,736 Q4 2019 11,350 719 120,697,800 $ 84,068 $ 5,766 473,445,228 The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the GS Convertible Note was assigned to BD1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD1 on December 18, 2020. Refer to the BD1 Convertible Notes Penumbra Convertible Note On June 9, 2020, the Company issued to Penumbra Solar, Inc. (“Penumbra”) a $250,000 aggregate principal amount convertible promissory note. The Company has received $250,000 of gross proceeds from the offering of the note. The aggregate principal amount (together with accrued interest) will mature on June 9, 2021. The note bears interest at a rate of 6% per annum. The interest rate increases to 18% in the event of a default. The note is convertible, at the holder’s option, into shares of the Company’s Common Stock at a conversion price equal to $0.0001 per share. On September 25, 2020, the Penumbra Convertible Note was assigned to Crowdex. Crowdex Convertible Note On September 25, 2020, as discussed above, Penumbra assigned its note to Crowdex. At December 31, 2020, the note had a principal balance of $250,000 and an accrued interest balance of $8,425. The aggregate principal amount (together with accrued interest) will mature on June 9, 2021. The note bears an interest rate of 6% per annum. The interest rate increases to 18% in the event of a default. The note is convertible, at the holder’s option, into shares of the Company’s Common Stock at a conversion price equal to $0.0001 per share. BD1 Convertible Note During September 2020, a number of the Company’s investors entered into assignment agreements to sell their existing debt to BD1. Refer to Notes 10, 11, and 12, for more information. The assignments transferred ownership of the following debts: • The outstanding principal and interest of $2.16 million and $417,000, respectively, related to the St. George Secured Promissory Notes discussed in Note 10 was assigned to BD1. The terms of the notes remained the same. • The outstanding principal and interest of $495,000 and $187,000, respectively, related to the Investor 1 Promissory Notes discussed in Note 11 was assigned to BD1. The terms of the notes remained the same. • The outstanding principal and interest of $650,000 and $86,000, respectively, related to the Investor 2 Promissory Notes discussed in Note 11 was assigned to BD1. The terms of the notes remained the same • The outstanding principal and interest of $330,000 and $79,000, respectively, related to the October 2016 Convertible Notes discussed in Note 12 was assigned to BD1. The terms of the notes remained the same. • The outstanding principal of $618,000, related to the St. George Convertible Note discussed in Note 12 was assigned to BD1. The terms of the note remained the same. • The outstanding principal and interest of $941,000 and $152,000, respectively, related to the Baybridge Convertible Notes discussed in Note 12 was assigned to BD1. The terms of the notes remained the same. • The outstanding principal and interest of $677,000 and $121,000, respectively, related to the Bellridge Convertible Notes discussed in Note 12 was assigned to BD1. The terms of the notes remained the same. • The outstanding principal and interest of $107,000 and $16,000, respectively, related to the Power Up Convertible Notes discussed in Note 12 was assigned to BD1. The terms of the notes remained the same. • The outstanding principal and interest of $330,000 and $68,000, respectively, related to the Widjaja Convertible Notes discussed in Note 12 was assigned to BD1. The terms of the notes remained the same. • The outstanding principal and interest of $170,000 and $19,000, respectively, related to the GS Capital Convertible Notes discussed in Note 12 was assigned to BD1. The terms of the notes remained the same. On December 18, 2020, the Company entered into a securities exchange agreement (“BD1 Exchange Agreement”) with BD1, who had previously acquired all of the Company’s existing outstanding unsecured notes (other than notes held by GI and Crowdex) from the original note holders as listed above. Pursuant to the terms of the BD1 Exchange Agreement, BD1 agreed to surrender and exchange all of its outstanding promissory notes with principal balances of approximately $10.4 million (including accrued interest and default penalties). In exchange, the Company issued to BD1 two unsecured convertible notes with an aggregate principal amount of $10,500,000 (“BD1 Exchange Notes”). The BD1 Exchange Notes do not bear any interest, and will mature on December 18, 2025. BD1 has the right, at any time until the BD1 Exchange Notes are fully paid, to convert any outstanding and unpaid principal into shares of Common Stock at a fixed conversion price equal to $0.0001 per share. Accordingly, the Company would issue 105,000,000,000 shares of Common Stock upon a full conversion of the BD1 Exchange Notes. |