NOTES PAYABLE | NOTE 6 – NOTES PAYABLE On March 26, 2021, the Company entered into a securities purchase agreement with Leonite Capital LLC (“Leonite”) pursuant to which the Company agreed to issue to the Investor an 8% Convertible Promissory Note, dated March 26, 2021, in the principal amount of $568,182. The note was funded by the Investor on March 26, 2021, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $2,000. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures 12 months after the date of the note on March 26, 2022. The note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the date of the note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion; provided, however, that the Investor may not convert the note to the extent that such conversion would result in the Investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. The beneficial ownership limitation may not be waived by the Investor. The note carries a prepayment penalty if the note is paid off in 30, 60, 90, 120, 150, or 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 112%, 115%, 118%, 125%, 130%, and 135% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment. The financing required the Company to issue 65,000 shares of common stock to Leonite. This note was in default so default interest of 24.0% was in place along with penalties. On August 12, 2024, the Company exchanged 569 preferred Series B shares for $856,674 in principal and accrued default penalties and interest leaving a principal balance of $30,000. On September 13, 2024, the Company issued 38,000,000 shares of common stock pursuant to a conversion notice for $8,845 in principal. As of September 30, 2024 and December 31, 2023, the balance owed was $21,355 and $713,232 and accrued interest and penalties was $0 and $129,516, respectively. On May 4, 2021, the Company entered into a securities purchase agreement with Metrospaces, Inc., a Florida corporation, pursuant to which the Company agreed to issue to the investor a 5% Convertible Redeemable Note, dated April 4, 2021, in the principal amount of $50,000. The note was funded by the investor on May 4, 2021, with the Company receiving funding of $50,000. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures 12 months after the date of the note on May 4, 2022. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 65% multiplied by the lowest closing price during the 20 trading day period prior to the date of conversion (and including the conversion date); provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 9.9% of the Company’s issued and outstanding common stock. The note carries a prepayment penalty if it is paid off in 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 115% if prepaid within 60 days, 120% if prepaid from 61 days-120 days, and 125% if prepaid between 121 days-180 days of issuance. After the expiration of 180 days, the Company shall have no right of prepayment. This note was in default so default interest of 24.0% was in place. On August 12, 2024, the Company exchanged 50 preferred Series B shares for $29,980 in principal and accrued default penalties and interest leaving a principal balance of $30,000. From August 12, 2024 through September 30, 2024, the Company issued 200,000,000 shares of common stock pursuant to conversion notices for $30,000 in principal. As of September 30, 2024 and December 31, 2023, the balance owed was $0 and $31,950 and accrued interest and penalties was $0 and $31,923, respectively. On October 5, 2021, the Company entered into a securities purchase agreement (the “Jefferson SPA”) with Jefferson Street Capital, LLC, a New Jersey limited liability company, pursuant to which the Company agreed to issue to the investor a 10% Convertible Redeemable Promissory Note (the “Jefferson Note”), dated October 5, 2021, in the principal amount of $275,000. The Jefferson Note included a $25,000 original issue discount, and was funded by the investor on October 13, 2021, and on such date pursuant to the Jefferson Note, the Company reimbursed the investor for loan fees of $20,000, receiving net funding of $230,000. The Jefferson SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Jefferson Note matures on August 20, 2022. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 75% multiplied by the lowest closing bid price during the 10 trading day period prior to the date of conversion (and including the conversion date); provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. This note was in default so default interest of 24.0% was in place along with penalties. On August 12, 2024, the Company exchanged 152 preferred Series B shares for $138,356 in principal and accrued default penalties and interest leaving a principal balance of $35,000. As of September 30, 2024 and December 31, 2023, the balance owed was $35,000 and $123,572 and accrued interest and penalties was $0 and $36,073, respectively. On March 8, 2022, the Company amended and restated a convertible promissory note with Mr. Chumas. The original note was entered into on July 22, 2019 for $100,000. The amendment set the interest rate at 10.0% with the due date of October 31, 2022. The conversion price is the lower of (i) $0.001 (the “Fixed Conversion Price”) or, (ii) 50% of the lowest bid price during the forty-five (45) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date. The note was in default. On August 12, 2024, the Company exchanged 100 preferred Series B shares for $156,654 in principal and accrued default penalties and interest. As of September 30, 2024 and December 31, 2023, the balance owed was $0 and $100,000 and accrued interest and penalties was $0 and $50,489, respectively. On March 8, 2022, the Company amended and restated a convertible promissory note with JanBella Group, LLC. The original note was entered into on July 17, 2019 for $110,000. The amendment set the interest rate at 10.0% with the due date of October 31, 2022. The conversion price is the lower of (i) $0.001 (the “Fixed Conversion Price”) or, (ii) 50% of the lowest bid price during the forty-five (45) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date. During the fiscal year ended December 31, 2023, JanBella converted $15,598 of the principal balance into the Company’s shares of common stock. The note was in default. On August 12, 2024, the Company exchanged 110 preferred Series B shares for $104,387 in principal and accrued default penalties and interest leaving a principal balance of $35,000. From August 27, 2024 through September 11, 2024, the Company issued 163,671,600 shares of common stock pursuant to conversion notices for $8,184 in principal. As of September 30, 2024 and December 31, 2023, the balance owed was $26,816 and $94,402 and accrued interest and penalties was $0 and $49,063, respectively. On March 8, 2022, the Company amended and restated a convertible promissory note with Mr. Alessi. The original note was entered into on July 22, 2021 for $200,000. The amendment set the interest rate at 10.0% with the due date of October 31, 2022. The conversion price is the lower of (i) $0.001 (the “Fixed Conversion Price”) or, (ii) 50% of the lowest bid price during the forty-five (45) consecutive trading day period ending on the trading day immediately prior to the applicable conversion date. During the fiscal year ended December 31, 2023, Mr. Alessi converted $20,300 of the principal balance into the Company’s shares of common stock. The note was in default. On August 12, 2024, the Company exchanged 200 preferred Series B shares for $264,625 in principal and accrued default penalties and interest. As of September 30, 2024 and December 31, 2023, the balance owed was $0 and $179,700 and accrued interest and penalties was $0 and $72,596, respectively. On July 27, 2022, the Company entered into a securities purchase agreement (the “SPA”) with 1800 Diagonal Lending LLC, a Virginia limited partnership (“1800 Diagonal”), pursuant to which the Company agreed to issue to 1800 Diagonal a 9% Promissory Note (the “Note”), dated July 27, 2022, in the principal amount of $129,250. The Note was funded by 1800 Diagonal on August 1, 2022, with the Company receiving funding of $125,000, net of legal fees of $3,000 and a due diligence fee of $1,250. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Note matures 12 months after the date of the note on July 27, 2023. The Company has the right to repay the Note at a premium ranging from 115% to 125% of the face amount. After the 180th day following July 27, 2022, the Company has no right of repayment. The Note is convertible into shares of the Company’s common stock at a conversion price equal to 65% of the market price of the Company’s common stock on the date of conversion, any time after the date that is 180 days after July 27, 2022; provided, however On October 25, 2023, the Company entered into a securities purchase agreement (the “SPA”) with 1800 Diagonal Lending LLC, a Virginia limited partnership (“1800 Diagonal”), pursuant to which the Company agreed to issue to 1800 Diagonal a 9% Promissory Note (the “Note”), dated October 25, 2023, in the principal amount of $12,000. The Note was funded by 1800 Diagonal on October 25, 2023, with the Company receiving funding of $12,000. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Note matures 12 months after the date of the note on October 25, 2024. The Company has the right to repay the Note at a premium ranging from 115% to 125% of the face amount. After the 180th day following October 25, 2023, the Company has no right of repayment. The Note is convertible into shares of the Company’s common stock at a conversion price equal to 61% of the market price of the Company’s common stock on the date of conversion, any time after the date that is 180 days after October 25, 2023; provided, however On April 19, 2024, the Company entered into a securities purchase agreement (the “Jefferson”) with Jefferson Street Capital, LLC, a New Jersey limited liability company, pursuant to which the Company agreed to issue to the investor a 18% Promissory Note (the “Jefferson Note”), dated April 19, 2024, in the principal amount of $10,000. The Jefferson includes customary representations, warranties and covenants by the Company and customary closing conditions. The Jefferson Note matured on April 19, 2024 and was in default. On August 12, 2024, the Company exchanged 10 preferred Series B shares for $10,567 in principal and accrued default penalties and interest. As of September 30, 2024 and December 31, 2023, the balance owed was $0 and $0 and accrued interest and penalties was $0 and $0, respectively. On April 19, 2024, the Company entered into a securities purchase agreement with Leonite Capital LLC (“Leonite”) pursuant to which the Company agreed to issue to the Investor an 18% Promissory Note, dated April 19, 2024, in the principal amount of $25,000. The note was funded by the Investor on April 19, 2024, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $5,000. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures 12 months after the date of the note on April 19, 2025. On August 12, 2024, the Company exchanged 25 preferred Series B shares for $26,418 in principal and accrued default penalties and interest. As of September 30, 2024 and December 31, 2023, the balance owed was $0 and $0 and accrued interest and penalties was $0 and $0, respectively. On July 10, 2024, the Company entered into a securities purchase agreement with Leonite Capital LLC (“Leonite”) pursuant to which the Company agreed to issue to the Investor an 18% Promissory Note, dated July 10, 2024, in the principal amount of $6,000. The note was funded by the Investor on July 10, 2024, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $1,000. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures 12 months after the date of the note on July 10, 2025. As of September 30, 2024 and December 31, 2023, the balance owed was $6,000 and $0 and accrued interest was $243 and $0, respectively. On July 11, 2024, the Company entered into a securities purchase agreement (the “Jefferson SPA”) with Jefferson Street Capital, LLC, a New Jersey limited liability company, pursuant to which the Company agreed to issue to the investor a 10% Convertible Redeemable Promissory Note (the “Jefferson Note”), dated July 11, 2024, in the principal amount of $7,500. The Jefferson Note included a $2,500 original issue discount, and was funded by the investor on July 11, 2024, and on such date pursuant to the Jefferson Note, the Company reimbursed the investor for loan fees of $2,500, receiving net funding of $5,000. The Jefferson SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Jefferson Note matures on April 11, 2025. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 75% multiplied by the lowest closing bid price during the 10 trading day period prior to the date of conversion (and including the conversion date); provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. On August 12, 2024, the Company exchanged 1 preferred Series B share for $7,566 in principal and accrued default interest. As of September 30, 2024 and December 31, 2023, the balance owed was $0 and $0 and accrued interest was $0 and $0, respectively. On July 31, 2024, the Company entered into a securities purchase agreement (the “Metrospaces”) with Metrospaces, Inc., a Florida corporation, pursuant to which the Company agreed to issue to the investor an 8% Promissory Note (the “Metrospaces Note”), dated July 31, 2024, in the principal amount of $22,000. The note was funded by the Investor on July 31, 2024, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $2,000. The Metrospaces Note includes customary representations, warranties and covenants by the Company and customary closing conditions. The Metrospaces Note matures on December 31, 2024. The Company has made payments of $1,750 towards this note. As of September 30, 2024 and December 31, 2023, the balance owed was $20,250 and $0 and accrued interest was $368 and $0, respectively. On August 9, 2024, the Company entered into a securities purchase agreement (the “Metrospaces”) with Metrospaces, Inc., a Florida corporation, pursuant to which the Company agreed to issue to the investor an 8% Promissory Note (the “Metrospaces Note”), dated August 9, 2024, in the principal amount of $27,500. The note was funded by the Investor on August 9, 2024, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $2,500. The Metrospaces Note includes customary representations, warranties and covenants by the Company and customary closing conditions. The Metrospaces Note matures on December 31, 2024. As of September 30, 2024 and December 31, 2023, the balance owed was $27,500 and $0 and accrued interest was $392 and $0, respectively. On August 14, 2024, the Company entered into a securities purchase agreement (the “AES Capital SPA”) with AES Capital Management, LLC, a Nevada corporation, pursuant to which the Company agreed to issue to the investor a 8% Convertible Redeemable Promissory Note (the “AES Capital Note”), dated August 14, 2024, in the principal amount of $12,000. The AES Capital SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The AES Capital Note matures on August 14, 2025. The note is convertible into shares of the Company’s common stock at any time at a conversion price of $0.0007 per share, however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 9.99% of the Company’s issued and outstanding common stock. As of September 30, 2024 and December 31, 2023, the balance owed was $12,000 and $0 and accrued interest was $124 and $0, respectively. On August 16, 2024, the Company entered into a securities purchase agreement (the “Metrospaces”) with Metrospaces, Inc., a Florida corporation, pursuant to which the Company agreed to issue to the investor an 8% Promissory Note (the “Metrospaces Note”), dated August 16, 2024, in the principal amount of $52,250. The note was funded by the Investor on August 16, 2024, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $4,750. The Metrospaces Note includes customary representations, warranties and covenants by the Company and customary closing conditions. The Metrospaces Note matures on December 31, 2024. As of September 30, 2024 and December 31, 2023, the balance owed was $52,250 and $0 and accrued interest was $644 and $0, respectively. On August 29, 2024, the Company entered into a securities purchase agreement (the “Apollo SPA”) with Apollo Management Group, Inc., a Florida corporation, pursuant to which the Company agreed to issue to the investor a 12% Convertible Redeemable Promissory Note (the “Apollo Note”), dated August 29, 2024, in the principal amount of $60,000. The Apollo SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Apollo Note matures on August 29, 2025. The note is convertible into shares of the Company’s common stock at any time at a variable conversion price that equals the lesser of (i) 40% multiplied by the lowest Trading Price (as defined below) during the previous thirty (30) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 60%) or (ii) 40% multiplied by the Market Price (as defined herein) (representing a discount rate of 60%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the thirty (30) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date; provided however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. As of September 30, 2024 and December 31, 2023, the balance owed was $60,000 and $0 and accrued interest was $631 and $0, respectively. On August 29, 2024, the Company entered into a convertible promissory note with JanBella Group, LLC. in the principal amount of $42,000. The note has an 8% interest rate and matures on August 29, 2025. The note was funded by the Investor on August 29, 2024, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $7,000. The conversion price is 25% of the closing market price of the trading day immediately preceding the date of conversion. As of September 30, 2024 and December 31, 2023, the balance owed was $42,000 and $0 and accrued interest was $295 and $0, respectively. On September 9, 2024, the Company entered into a securities purchase agreement (the “Apollo SPA”) with Apollo Management Group, Inc., a Florida corporation, pursuant to which the Company agreed to issue to the investor a 12% Convertible Redeemable Promissory Note (the “Apollo Note”), dated September 9, 2024, in the principal amount of $22,000. The Apollo SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Apollo Note matures on September 8, 2025. The note is convertible into shares of the Company’s common stock at any time at a variable conversion price that equals the lesser of (i) 40% multiplied by the lowest Trading Price (as defined below) during the previous thirty (30) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 60%) or (ii) 40% multiplied by the Market Price (as defined herein) (representing a discount rate of 60%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the thirty (30) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date; provided however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. As of September 30, 2024 and December 31, 2023, the balance owed was $22,000 and $0 and accrued interest was $152 and $0, respectively. On September 10, 2024, the Company entered into a convertible promissory note with JanBella Group, LLC. in the principal amount of $18,000. The note has an 8% interest rate and matures on September 10, 2025. The note was funded by the Investor on September 10, 2024, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $3,000. The conversion price is 25% of the closing market price of the trading day immediately preceding the date of conversion. As of September 30, 2024 and December 31, 2023, the balance owed was $18,000 and $0 and accrued interest was $79 and $0, respectively. |