Convertible Notes Payable, Non-related Partied and Related Party | Note 10 – Convertible Notes Payable, Non-related Partied and Related Party Convertible notes payable – non related parties at December 31, 2022 and 2021 consist of the following: Schedule of rollfoward of convertible note December 31, December 31, 2022 2021 Convertible note payable to GBT Technologies S.A $ 6,395,531 $ 8,055,400 Convertible notes payable to 1800 191,257 124,200 Convertible notes payable to Redstart Holdings — 244,500 Total convertible notes payable, non related parties 6,586,788 8,424,100 Unamortized debt discount (189,060 ) (278,867 ) Convertible notes payable – non related parties 6,397,727 8,145,233 Less current portion 6,397,727 (8,109,436 ) 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 had 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. On June 24, 2021, the Company transferred 5,500,000 SURG shares received as repayment of $660,000 of this convertible note During the year ended December 31, 2022, IGOR 1 converted $1,659,869 of the convertible note into 590,117,647 shares of the Company’s common stock. As of December 31, 2022, the note had an outstanding balance of $ 6,395,531 2,027,148 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”) 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”) 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”) of $100,200 for $83,500. The Redstart Note No. 3 had a maturity date of December 9, 2021 and the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No. 3 at the rate of 6% from the date on which the Redstart Note No. 3 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. 3, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No. 3. The transactions described above closed on December 11, 2020. The outstanding principal amount of the Redstart Note No. 3 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th 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) 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”) of $ 106,200 88,500 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”) of $106,200 for $88,500. The Redstart Note No. 6 had a maturity date of August 26, 2022 and the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No. 6 at the rate of 6 th 141,782 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”) of $ 244,500 for $203,750. The Redstart Note No. 7 had a maturity date of December 22, 2022 and the Company agreed to pay interest on the unpaid principal balance of the Redstart Note No. 7 at 2.5% 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 day, Redstart may convert the Redstart Note No. 7 into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion. 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. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No. 7), the Redstart Note No. 7 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note No. 7. During the year ended December 31, 2022, Redstart converted the entire note into 7,656,951 shares of the Company’s common stock. Iliad Research and Trading, L.P. On February 27, 2019, the Company entered into a note purchase agreement with a third-party invest–r - 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 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 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 for an extension fee of $ 1,000 1,000 4,053,069 0 0 Sixth Street Lending LLC – named changed - 1800 Diagonal 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”) of $ 124,200 103,500 February 8, 2023 6 th 26,343,190 Outstanding Notes Sixth Street Lending LLC – named changed - 1800 Diagonal Lending LLC Second Note On May 5, 2022, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor (“DL”), pursuant to which the Company issued to DL a Convertible Promissory Note (the “DL Note”) of $ 244,500 203,500 August 4, 2023 6.0 The outstanding principal amount of the DL Note may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180 th the Company’s at a conversion price Unless the Company shall have first delivered to DL, at least 48 hours prior to the closing of any equity (or debt with an equity component) financing in an amount less than $150,000 (“Future Offering”), written notice describing the proposed Future Offering and providing the Buyer an option during the 48 hour period following delivery of such notice to DL the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering then the Company is restricted from conducting the Future Offering during the period beginning on the Issue Date and ending nine months following the Issue Date. During the year ended December 31, 2022, 1800 Diagonal lending converted $130,400 of the convertible note into 222,091,971 shares of the Company’s common stock. As of December 31, 2022, the note had an outstanding balance of $ 114,100 7,674 Sixth Street Lending LLC – named changed - 1800 Diagonal Lending LLC Third Note On September 13, 2022, the Company entered into a Securities Purchase Agreement (dated September 9, 2022) with 1800 Diagonal Lending LLC, an accredited investor (“DL”) pursuant to which the Company issued to DL a Promissory Note (the “DL Note”) of $ 116,200 103,750 September 9, 2023 12 13,944 at a conversion price 75 4.99 During the year ended December 31, 2022, the company paid back $ 39,043 As of December 31, 2022, the note had an outstanding balance of $ 77,157 13,944 As of December 31, 2022 and December 31, 2021, the nonrelated party convertible notes had total outstanding balance of $ 6,393,497 8,145,233 2,068,799 1,547,924 Convertible notes payable – related parties at December 31, 2022 and 2021 consist of the following: Summary of convertible notes payable December 31, December 31, 2022 2021 Convertible note payable to Stanley Hills 116,605 116,605 Unamortized debt discount — — Convertible notes payable, net, related party 116,605 116,605 Less current portion (116,605 ) (116,605 ) 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 4,420,758 325,000 800,000 126,003 424,731 116,605 116,605 20,033 8,372 Discounts on convertible notes The Company recognized interest expense of $ 438,015 824,238 189,060 278,867 A roll-forward of the convertible notes payable from December 31, 2020 to December 31, 2022 is below: Schedule of roll forward convertible notes payable 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 Issued for cash 300,000 Payment with cash (39,042 ) Original issue discount 60,700 Conversion to common stock (2,158,971 ) Debt discount related to new convertible notes (352,441 ) Amortization of debt discounts 442,247 Convertible notes payable, December 31, 2022 $ 6,514,332 |