CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIE | NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES Convertible notes payable consists of the following: Schedule of Convertible notes payable September 30, December 31, 2021 2020 Various Convertible Notes (a)(f) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes (b) - 1,336,208 Golock Capital, LLC Convertible Notes (c) 339,010 339,011 GSH Note (d) 165,000 - Other Convertible Notes (e) 88,204 238,203 Convertible notes $ 635,714 $ 1,956,922 Notes payable (b)(f) On September 24, 2021, the Company and its largest creditor, Ylimit, agreed to restructure its existing 10% convertible note of $ 492,528 364,629 8 107,000 857,157 857,157 Advance from officer During the three month ended September 30, 2021, the Company’s CEO advanced $ 10,000 10,000 Convertible notes During the three months ended June 30, 2021 the Company converted major portions of its convertible debt to equity. The Company converted $ 1,162,800 38,616 75,195,174 80,227 (a) In August 2014, the Company issued a series of convertible notes with various interest rates ranging up to 10% per annum. The balance of the notes outstanding was $ 43,500 28,500 718,945 (b) On November 9, 2019 the Company and Ylimit, LLC entered into an amendment (“Ylimit Amendment One”) to the original secured convertible promissory note dated May 9, 2016 along with subsequent amendment and fundings that followed. Under the terms of Ylimit Amendment One, Ylimit extended maturity date of all outstanding convertible debt due to them by the company, to a new maturity date of February 09, 2020. Ylimit received no consideration for this amendment. By verbal agreement Ylimit increased the Company’s borrowing limits by $ 175,000 882,500 On February 9, 2020, the Company entered into another amendment with Ylimit (“Ylimit Amendment Two”) to further extend the maturity date of all of the Company’s outstanding debt to August 9, 2020 including the $ 175,000 On January 5, 2021 the Company entered into Amendment Three to extend the maturity of all notes until February 9, 2022. Ylimit received no consideration for Amendment Three. During the nine months ended September 30, 2021, Ylimit invested another $ 119,000 844,844,575 (c) From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $ 191,750 10 0.015 4,804,708 0.014 191,750 19,652 On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $ 40,000 5,000 2,500,000 40,000 553,000 43,250 302,067 0 On April 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. 53,331 23,102 100,000,000 339,010 285,679 339,011 As a result Golock has assessed the Company additional penalties and interest of $ 1,172,782 (d) During the nine months ended September 30, 2021, GHS Investments funded an 8%, $ 165,000 171 106,765 (e) As of December 31, 2017 the Company had an outstanding convertible note payable of $ 61,000 369,250 As of September 30, 2021, $ 73,204 16,981,339 Summary The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or the conversion price was variable. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded conversion feature was recorded as debt discount offsetting the fair value of the Notes and the remainder recorded as financing costs in the Consolidated Statement of Operations. | NOTE 9 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE, RELATED PARTIE Convertible notes payable consist of the following: Schedule of Convertible notes payable December 31, December 31, 2020 2019 Various Convertible Notes(a) $ 43,500 $ 43,500 Ylimit, LLC Convertible Notes (b) 1,336,208 882,500 Golock Capital, LLC Convertible Notes(c) 339,011 339,011 Other Convertible Notes(d) 238,203 299,069 Total Convertible Notes 1,956,922 1,564,080 Debt discount - (78,013 ) Convertible notes, net $ 1,956,922 $ 1,486,067 (a) In August 2014, the Company issued a series of convertible notes with various interest rates ranging up to 10% per annum. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a “pre-money” valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis 45,000 1,500 43,500 28,500 (b) On May 9, 2016, the Company issued a convertible note to YLimit, LLC in the principal amount of $ 100,000 10 517,000 517,000 137,358 On April 12, 2018, and again on August 15, 2018, the Company and Ylimit, LLC entered into an amendment to the original secured convertible promissory note. The amendments increased the borrowing limits by $ 190,500 707,500 135,900 190,500 707,500 70,078 On November 9, 2019 the Company and Ylimit, LLC entered into an amendment (“Ylimit Amendment One”) to the original secured convertible promissory note dated May 9, 2016 along with subsequent amendment and fundings that followed. Under the terms of Ylimit Amendment One, Ylimit extended maturity date of all outstanding convertible debt due to them by the company, to a new maturity date of February 09, 2020. Ylimit received no consideration for this amendment. By verbal agreement Ylimit increased the Company’s borrowing limits by $ 175,000 882,500 On February 9, 2020, the Company entered into another amendment with Ylimit (“Ylimit Amendment Two”) to further extend the maturity date of all of the Company’s outstanding debt to August 9, 2020 including the $ 175,000 During the year ended December 31, 2020, Ylimit provided another $ 453,708 1,366,208 (c) From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC (“Lender”) in the aggregate principal amount of $ 191,750 10 4,804,708 0.014 191,750 19,652 On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC (“Lender”) in the principal amount of $ 40,000 10 5,000 0.015 40,000 0.015 553,000 43,250 302,067 0 On April 29, 2019, Golock entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, Golock received several concessions. They received (a) a warrant to purchase 12,833,333 shares of the Company’s common stock for 48 months exercisable at a strike price of $.00475. The Company recorded a financing charge of $28,227 related to these warrants and (b) the conversion noted above was changed from 58% to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. During the year ending December 31, 2019 the Company issued new notes payable of $53,331 and $23,102 of notes and accrued interest were converted into 100,000,000 shares of common stock. The balance of the notes outstanding on December 31, 2019, was $339,010. As of December 31, 2019, $285,679 of these notes were past due. As of December 31, 2020 all of the Golock notes amounting to $339,011 were past due. As a result Golock has assessed the Company additional penalties and interest pf $1,172,782. The Company has recorded this amount as an accrued liability as of December 1, 2020. The Company disagrees with the accrued interest and penalties due to Golock and intends to litigate this amount if a settlement on a vastly reduced amount, cannot be reached. (d) As of December 31, 2017 the Company had an outstanding convertible note payable of $ 61,000 369,250 559,397 426,964 179,162 238,303 During the year ended December 31, 2019, the Company entered into additional notes of $ 256,000 357,465 On April 29, 2019, one of the lenders entered into an amendment with the Company to extend the maturity of the Notes until July 31, 2019. In return, the Company issued (a) a warrant to purchase 2,966,986 shares of the Company’s common stock for a period of 48 months exercisable at a strike price of $.00475 with a fair value of $5,934, and (b) the conversion price of outstanding notes was changed from $.015 to 50% of the lowest closing bid price in the 20 trading days prior to that day that the Lender request conversion. During the year ended December 31, 2019, convertible notes of $388,207 and accrued interest were converted into 540,276,078 shares of common stock. As of December 31, 2019, the aggregate convertible notes balance to the five lenders was $299,069 and the related debt discount was $ 33,667. As of December 31, 2019, $96,069 of these notes were past due. In total, during 2019 convertible notes and accrued interest aggregating $ 411,309 640,276,078 959,290 548,029 1,564,080 78,013 3,334,494,813 During the year ended December 31, 2020, $ 56,466 8,600 440,111,560 263,609 4,400 Summary On December 31, 2020, the aggregate balance of the fair value of all convertible notes outstanding was 1,956,922 0 1,956,922 620,714 1,948,265,842 The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were either subject to an adjustment based on the occurrence of future offerings or events or the conversion price was variable. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded conversion feature was recorded as debt discount offsetting the fair value of the Notes and the remainder recorded as financing costs in the Consolidated Statement of Operations. The discount is being amortized using the effective interest rate method over the life of the debt instruments. The balance of the unamortized note discount on December 31, 2017 was $ 198,025 583,750 1,329,389 483,635 845,754 432,419 249,241 During the year ended December 31, 2019, the Company issued $ 484,331 357,465 218,637 138,828 389,793 78,013 |