Convertible Notes Payable, Non-related Partied and Related Party | Note 9 – Convertible Notes Payable, Non-related Partied and Related Party Convertible notes payable – non related parties at December 31, 2021 and 2020 consist of the following: Schedule Of Rollfoward of convertible note December 31, December 31, 2021 2020 Convertible note payable to GBT Technologies S.A $ 8,055,400 $ 10,000,000 Convertible notes payable to Sixth Street 124,200 — Convertible notes payable to Redstart Holdings 244,500 347,400 Convertible note payable to Iliad — 2,431,841 Total convertible notes payable, non related parties 8,424,100 12,779,241 Unamortized debt discount (278,867 ) (362,004 ) Convertible notes payable – non related parties 8,145,233 12,417,237 Less current portion (8,109,436 ) (12,417,237 ) Convertible notes payable – non related parties, long-term portion $ 35,797 $ — $10,000,000 for GBT Technologies S. A. acquisition In accordance with the acquisition of GBT-CR the Company issued a convertible note in the principal amount of $ 10,000,000 December 31, 2021 20,000 500 85 On May 19, 2021, the Company, Gonzalez, GBT-CR and IGOR 1 Corp entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of outstanding balance plus accrued interest (the “Gonzalez Agreement”). Pursuant to the Gonzalez Agreement, without any party admission of liability and to avoid litigation, the parties has agreed to (i) extend the GBT convertible note maturity date to December 31, 2022, (ii) amend the GBT convertible note terms to include a beneficial ownership blocker of 4.99% and a modified conversion feature to the GBT convertible note with 15% discount to the market price during the 20 trading day period ending on the latest complete trading day prior to the conversion date and (iii) provided for an assignment of the GBT convertible note by Gonzalez to a third party. As a result of the change in terms of this convertible note, the Company took a charge related to the modification of debt of $ 13,777,480 During the year ended December 31, 2021, IGOR 1 converted $1,284,600 of the convertible note into 4,185,650 shares of the Company’s common stock. Also, on June 24, 2021, the Company transferred 5,500,000 SURG shares received as repayment of $660,000 of this convertible note (See Note 4). As of December 31, 2021, the note had an outstanding balance of $ 8,055,400 1,545,721 Redstart Holdings Corp. Paid Off Notes/Converted Notes On August 4, 2020, the Company entered into a Securities Purchase Agreement with Redstart Holdings Corp., an accredited investor (“Redstart”) pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 1”) in the aggregate principal amount of $ 153,600 128,000 November 3, 2021 6 th 153,600 226,532 On September 15, 2020, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 2”) in the aggregate principal amount of $ 93,600 78,000 September 15, 2021 6 th 93,600 89,169 On December 9, 2020, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 3”) in the aggregate principal amount of $ 100,200 83,500 December 9, 2021 6 th 100,200 135,582 On February 10, 2021, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 4”) in the aggregate principal amount of $ 184,200 153,500 February 5, 2022 6 th 184,200 386,146 On March 15, 2021, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 5”) in the aggregate principal amount of $106,200 for a purchase price of $88,500. The Redstart Note No. 5 has a maturity date of June 15, 2022 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 5 at the rate of six percent ( 6 th 106,200 317,837 On May 26, 2021, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 6”) in the aggregate principal amount of $106,200 for a purchase price of $88,500. The Redstart Note No. 6 has a maturity date of August 26, 2022 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 6 at the rate of six percent ( 6 th 141,782 Iliad Research and Trading, L.P. On February 27, 2019, the Company entered into a note purchase agreement with a third-party investor - Iliad Research and Trading, L.P.(“Iliad”), pursuant to which the Company issued a promissory note for the original principal amount of $2,325,000. The promissory note had an original issue discount of $ 300,000 2,025,000 25,000 On February 27, 2020, the Company and Iliad entered into an Amendment to the Iliad Note (See Note 8) pursuant to which the maturity date of the Iliad Note was extended to August 27, 2020, provided that the Debt may be converted into shares of common stock of the Company at a conversion price equal to 80% multiplied by the lowest trading daily VWAP for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date, provided for the payment by the Company to Iliad of an extension fee equal to 7.5% of the outstanding balance of the Iliad Note resulting in a new balance of the Iliad Note of $2,765,983 and provided that the Company’s failure to deliver shares of common stock within three trading days of a conversion would result in an event of default. Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability. Iliad has agreed to restrict its ability to convert the Iliad Note and receive shares of common stock such that the number of shares of common stock held by it and its affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. On July 20, 2020 the Company and Iliad entered into agreement to extend the maturity of the Iliad Note until February 27, 2021 in consideration of an extension fee of $ 1,000 1,000 2,508,737 4,053,069 0 2,431,841 Outstanding Notes On September 21, 2021, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No. 7”) in the aggregate principal amount of $244,500 for a purchase price of $203,750. The Redstart Note No. 7 has a maturity date of December 22, 2022 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No. 7 at the rate of two and a half percent (2.5%) per annum from the date on which the Redstart Note No. 7 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Redstart Note No. 7, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No. 7. The transactions described above closed on September 28, 2021. The outstanding principal amount of the Redstart Note No. 7 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th 244,500 1,591 Sixth Street Lending LLC On November 8, 2021, the Company entered into a Securities Purchase Agreement with Sixth Street Lending LLC (“Sixth Street”) pursuant to which the Company issued to Sixth Street a Convertible Promissory Note (the “Sixth Street Note”) in the aggregate principal amount of $ 124,200 103,500 6 th 124,200 1,061 Convertible notes payable – related parties at December 31, 2021 and 2020 consist of the following: Summary of Convertible notes payable December 31, December 31, 2021 2020 Convertible note payable to Stanley Hills 116,605 1,009,469 Unamortized debt discount — — Convertible notes payable, net, related party 116,605 1,009,469 Less current portion (116,605 ) (1,009,469 ) Convertible notes payable, net, related party, long-term portion $ — $ — Stanley Hills LLC The Company entered into a series of loan agreements with Stanley Hills LLC (“Stanley”) pursuant to which it received more than $ 1,000,000 1,214,900 1,231,466 4,420,758 325,000 800,000 126,003 424,731 116,605 1,009,469 Discounts on convertible notes The Company recognized interest expense of $ 824,238 4,149,550 278,867 362,004 A roll-forward of the convertible notes payable from December 31, 2019 to December 31, 2021 is below: Schedule Of Roll Forward Convertible Notes Payable Convertible notes payable, December 31, 2019 $ 11,000,000 Issued for cash 820,958 Accrued interest added to convertible note 204,858 Exchange of convertible note for other company assets (1,000,000 ) Notes payable converted to convertible notes 3,980,883 Original issue discount 88,500 Conversion to common stock (1,306,489 ) Debt discount related to new convertible notes (4,511,883 ) Amortization of debt discounts 4,149,879 Convertible notes payable, December 31, 2020 13,426,706 Issued for cash 983,450 Convertible note issued for accounts payable 625,429 Accrued interest added to convertible note 234,521 Payment with marketable securities (1,460,000 ) Payment with cash (106,200 ) Original issue discount 127,550 Conversion to common stock (5,649,000 ) Debt discount related to new convertible notes (741,100 ) Amortization of debt discounts 819,423 Convertible notes payable, December 31, 2021 $ 8,261,839 |