NOTES PAYABLE | NOTE 8. NOTES PAYABLE Our notes payable consisted of the following: March 31, 2023 December 31, 2022 Third-party Related-party Total Third-party Related-party Total 2022 12% Notes $ 13,167,796 $ 332,204 $ 13,500,000 $ 13,167,796 $ 332,204 $ 13,500,000 2023 12% Notes — 384,873 384,873 — — — Trees Transaction Notes — 864,977 864,977 — 1,191,865 1,191,865 Green Tree Acquisition Notes 774,750 2,725,250 3,500,000 774,750 2,725,250 3,500,000 Green Man Acquisition Notes 1,500,000 — 1,500,000 1,500,000 — 1,500,000 Unamortized debt discount (1,399,890) (358,287) (1,758,177) (1,527,346) (361,587) (1,888,933) Total debt 14,042,656 3,949,017 17,991,673 13,915,200 3,887,732 17,802,932 Less: Current portion (466,853) (1,412,320) (1,879,173) (179,827) (1,723,517) (1,903,344) Long-term portion $ 13,575,803 $ 2,536,697 $ 16,112,500 $ 13,735,373 $ 2,164,215 $ 15,899,588 Trees Transaction Notes In January 2022, with the completion of the Trees MLK acquisition, we are obligated to pay the Seller cash equal to $384,873 in equal month installments over a period of 24 months. The payments began on June 15, 2022 and the payment is equal to $16,036 per month. In December 2022, with the completion of the Green Tree Acquisition, we are obligated to pay the Seller cash equal to $3,500,000 in equal month installments over a period of 15 months. The payments begin in September 2023, and the payment is equal to $233,333 per month. The relative fair value of this obligation resulted in a debt discount of $512,367. We recorded amortization of debt discount expense from this obligation of $61,016 and nil for the three months ended March 31, 2023 and March 31, 2022, respectively. In December 2022, with the completion of the Green Man Acquisition, we are obligated to pay the Seller cash equal to $1,500,000 in equal month installments over a period of 18 months. The payments begin in December 2023 and the payment is equal to $83,333 per month. The relative fair value of this obligation resulted in a debt discount of $275,154. We recorded amortization of debt discount expense from this obligation of $37,250 and nil for the three months ended March 31, 2023 and March 31, 2022, respectively. 12% Notes On September 15, 2022, we entered into a Securities Purchase Agreement with certain accredited investors (the “12% Investors”), pursuant to which we agreed to issue and sell senior secured convertible notes (the “12% Notes”) with an aggregate principal amount of $13,500,000 to such 12% Investors, in exchange for payment by certain 12% Investors of an aggregate amount of $10,587,250 in cash, as well as cancellation of outstanding indebtedness in the aggregate amount of $2,912,750 represented by the 10% Notes discussed below. In connection with the 12% Notes, the 12% Investors received warrants (the “12% Warrants”) to purchase shares of our common stock equal to 20% coverage of the aggregate principal amount with an exercise price of $0.70 per share, which equals an aggregate of warrants to purchase 3,857,150 shares of Common Stock. The lead shares of Common Stock. The lead Notes. This total fee in the amount of was recorded as a debt discount and will be amortized over the life of the loan. The and will mature on September 16, 2026. The per share. The relative fair value of the new funding on the 12% Warrants was recorded as a debt discount and additional paid-in capital of $569,223 . The relative fair value of the cancellation of the outstanding indebtedness was recorded as an extinguishment of debt and additional paid-in capital of . We recorded amortization of debt discount expense from the for the three months ended March 31, 2023 and 2022, respectively. We determined there was no beneficial conversion feature on the Notes issued. The For purposes of determining the debt discount, the underlying assumptions used in the Black-Scholes model to determine the fair value of the 12% Warrants as of September 15, 2022, were: Current stock price $ 0.20 Exercise price $ 0.70 Risk-free interest rate 3.66% Expected dividend yield — Expected term (in years) 5.0 Expected volatility 107% In connection with the acquisition of Station 2, LLC in February 2023, we agreed to issue and sell an additional 12% Note with an aggregate principal amount of $385,873, payable in twenty-four 10% Notes In December 2020, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement’) with certain accredited investors (the “10% Investors”), pursuant to which we issued and sold senior convertible promissory notes (the “10% Notes”) with an aggregate principal amount of $2,940,000 in exchange for payment to us by certain 10% Investors of an aggregate amount of $1,940,000 in cash, as well as cancellation of outstanding indebtedness of previously issued 15% notes in the aggregate amount of $1,000,000 . In connection with the issuance of the per share. In the aggregate, this equals shares of our common stock. The and will mature on December 23, 2023. The per share. The The relative fair value of the new funding on the 10% Warrants was recorded as a debt discount and additional paid-in capital of $254,400. The relative fair value of the cancellation of the outstanding indebtedness was recorded as an extinguishment of debt and additional paid-in capital of $131,000. We recorded amortization of debt discount expense from the 10% Notes of nil and $21,393 for the three months ended March 31, 2023 and 2022. We determined there was Notes issued in December 2020. The For purposes of determining the debt discount, the underlying assumptions used in the Black-Scholes model to determine the fair value of the 10% Warrants as of December 23, 2020, were: Current stock price $ 0.53 Exercise price $ 0.56 Risk-free interest rate 0.38% Expected dividend yield — Expected term (in years) 5.0 Expected volatility 115% On February 8, 2021, we entered into a Securities Purchase Agreement with an accredited 10% Investor, pursuant to which we issued and sold 10% Notes with an aggregate principal amount of $1,660,000 to such 10% Investor. The 10% Notes are part of an over-allotment option exercised by us in connection with the convertible note offering consummated on December 23, 2020, as discussed above. In connection with the issuance of the 10% Notes, the holder received warrants to purchase shares of our common stock equal to 20% coverage of the aggregate principal amount at $0.56 per share. In the aggregate, this equals 592,858 shares of our common stock with a par value $0.001 per share. The at a variable price of 80% of the market price but no less than $0.65 per share and no more than $1.00 per share. The relative fair value of the new funding on the 10% Warrants was recorded as a debt discount and additional paid-in capital of $429,300 . We determined that this as additional paid in capital and a debt discount and included in our consolidated statement of operations. We recorded amortization of debt discount expense from the February 2021 for the three months ended March 31, 2023 and 2022, respectively. The For purposes of determining the debt discount, the underlying assumptions used in the Black-Scholes model to determine the fair value of the 10% Warrants as of February 8, 2021, were: Current stock price $ 1.12 Exercise price $ 0.56 Risk-free interest rate 0.48% Expected dividend yield — Expected term (in years) 5.0 Expected volatility 118% On April 20, 2021, we entered into a Securities Purchase Agreement with accredited 10% Investors, pursuant to which we issued and sold 10% Notes with an aggregate principal amount of $2,300,000 to such 10% Investors. The consummated on December 23, 2020, and February 8, 2021. In connection with the issuance of the of the aggregate principal amount invested. The and will mature on April 20, 2024. The per share. The The relative fair value of the new funding on the 10% Warrants was recorded as a debt discount and additional paid-in capital of $810,000 . We determined that these as additional paid in capital and a debt discount and included in our consolidated statement of operations. We recorded amortization of debt discount expense from the April 2021 for the three months ended March 31, 2023 and 2022. The For purposes of determining the debt discount, the underlying assumptions used in the Black-Scholes model to determine the fair value of the 10% Warrants as of April 20, 2021, were: Current stock price $ 0.83 Exercise price $ 0.56 Risk-free interest rate 0.81% Expected dividend yield — Expected term (in years) 5.0 Expected volatility 115% In September 2022, $2,912,750 of the 10% Notes were exchanged for the 12% Notes (see above) and the remaining $3,987,250 was paid in full. Of the remaining debt discount, |