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 March 31, 2023 and at December 31, 2022 consist of the following: Schedule of rollfoward of convertible note March 31, December 31, 2023 2022 Convertible note payable to GBT Technologies S.A $ 6,125,456 $ 6,395,531 Convertible notes payable to 1800 100,794 191,275 Convertible notes payable to Glen 512,500 — Total convertible notes payable, non related parties 6,738,750 6,586,788 Unamortized debt discount (108,004 ) (189,060 ) Convertible notes payable – non related parties 6,630,746 6,397,727 Less current portion (6,114,140 ) (6,397,727 ) Convertible notes payable – non related parties, long-term portion $ 516,606 $ — $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 period ended March 31, 2023, IGOR 1 converted $232,575 of the convertible note into 733,235,294 shares of the Company’s common stock. As of March, 31, 2023, the note had an outstanding balance of $ $ 6,125,456 2,119,245 Paid Off Notes/Converted Notes Sixth Street Lending LLC – named changed - 1800 Diagonal Lending LLC 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 period ended March 31, 2023, the entire balance of convertible note of $ 114,100 7,335 367,004,026 Outstanding Notes Glen Eagle The Company entered into a series of loan arrangements with Glen Eagles Acquisition LP pursuant to which it received $ 512,500 457,500 85 In order to include a convertible feature for the $ 55,000 512,500 55,000 10 December 31, 2023 85 92,737 As of March 31, 2022, the consolidated convertible note had an outstanding balance of $ 512,500 9,267 Sixth Street Lending LLC – named changed - 1800 Diagonal Lending LLC Convertible 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 period ended March 31, 2023, the company paid back $ 39,043 As of March 31, 2023, the note had an outstanding balance of $ $ 38,114 13,944 Straight Note – with Convertible Feature - On March 1, 2023, 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 Promissory Note (the “DL Note”) of $ 59,408 6,258 53,150 June 1, 2024 12 7,128 6,654 66,536 The outstanding principal amount of the DL Note may not be converted into the Company common shares except in the event of default. In the event of default on the DL Note, DL may convert the DL Note into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price during the 10 day period immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. As of March 31, 2022, the note had an outstanding balance of $ 59,408 7,129 Convertible Note - On March 1, 2023, the Company entered into a Securities Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the “DL Convertible Note”) of $ 62,680 52,150 The outstanding principal amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the DL Convertible Note is issued . Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20 day period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. As of March 31, 2022, the note had an outstanding balance of $ 62,680 309 Convertible notes payable – related parties at March 31, 2023 and December 31, 2022 consist of the following: Summary of convertible notes payable December 31, December 31, 2023 2022 Convertible note payable to Stanley Hills 825,000 116,605 Unamortized debt discount — — Convertible notes payable, net, related party 825,000 116,605 Less current portion (75,000 ) (116,605 ) Convertible notes payable, net, related party, long-term portion $ 750,000 $ — 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 4,420,758 325,000 800,000 126,003 424,731 750,000 10 June 30, 2024 85 408,034 As of March 31, 2023 and December 31, 2022 the principal balance of Stanley debt is $ 825,000 116,605 14,131 11,247 Discounts on convertible notes The Company recognized interest expense of $ 1,595,650 235,493 163,520 189,060 A roll-forward of the convertible notes payable from December 31, 2021 to March 31, 2023 is below: Schedule of convertible notes payable 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 Issued for cash 52,150 Convertible note issued for accounts payable 1,262,500 Payment with cash (39,043 ) Original issue discount $ 10,530 Conversion to common stock (388,280 ) Debt discount related to new convertible notes (108,180 ) Amortization of debt discounts 143,737 Convertible notes payable, March 31, 2023 $ 7,455,746 |