ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE | NOTE 9 – ADVANCES, NON-CONVERTIBLE NOTES PAYABLE, AND PPP NOTE PAYABLE Factoring Advances Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company became liable for merchant cash advances Empire had obtained in the amount of $ 4,975,940 4,072,799 4,104,334 903,141 871,606 On August 2, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,587,500 1,225,000 weekly 37,798 362,500 187,505 1,399,995 0 0 On August 3, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 952,500 735,000 weekly 22,679 217,500 952,500 revenue factoring 0 0 On September 28, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,815,000 1,477,500 The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly 36,012 337,500 165,000 1,650,000 As of December 31, 2022, the revenue factoring advance had a balance of $ 0 0 On December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 3,025,000 2,500,000 The Company’s Chief Executive Officer is personally liable for this factoring advance. The Company is required to make weekly 60,020 32,460 180,060 As of December 31, 2022, the revenue factoring advance had a balance of $ 2,352,000 492,540 On December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,815,000 1,470,000 The Company’s Chief Executive Officer is personally liable for this factoring advance. The Company is required to make weekly 34,904 21,330 104,712 As of December 31, 2022, the revenue factoring advance had a balance of $ 1,386,619 323,670 On December 29, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,474,000 1,067,000 The Company’s Chief Executive Officer is personally liable for this factoring advance. The Company is required to make weekly 28,346 2,188 1,069,188 404,812 he remaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of December 31, 2022, the Company owed $ 85,000 Non-Convertible Notes Payable During the year ended December 31, 2022 and 2021, the Company received proceeds from the issuance of non-convertible notes of $ 2,725,000 1,465,053 0 1,515,778 212,249 5,629,455 0 24,647 0 59,103 5,629,455 5,479,288 150,167 60,000 On April 17, 2020, the outstanding principal balance of $ 23,500 17,281 79,000 38,219 79,000 63,055 142,055 On May 4, 2020, the Company received proceeds of $ 50,000 May 4, 2022 1 50,000 466 50,466 0 0 0 330 On June 4, 2021, one of the holders of a non-convertible note payable for $ 60,000 the due date of the note from June 26, 2022 to June 24, 2023 100,000 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.495 August 5, 2022 764,464 707,644 30,330 37,800 56,820 730,347 34,117 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.495 November 15, 2025 524,381 450,268 7,896 9,070 74,113 507,880 16,501 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 4.75 December 30, 2023 1,223,530 48,000 11,907 1,292,024 69,968 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured, demand promissory note with an interest rate of 4.75 January 30, 2024 888,555 108,000 23,000 2,146 996,554 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for an Economic Injury Disaster Loan (“EIDL”) note with a 3.75 April 19, 2040 500,000 12,501 4,874 5,211 512,838 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.495 September 12, 2024 258,815 220,657 4,897 6,995 38,158 234,914 23,901 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 213,080 188,812 4,186 7,610 24,898 195,896 17,184 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a Paycheck Protection Program (“PPP”) note with a 1 March 16, 2023 543,000 2,902 1,012 543,275 3,915 547,190 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 June 21, 2024 493,000 431,201 7,896 14,500 61,799 460,453 32,547 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015 June 21, 2024 196,875 172,893 844 5,625 23,982 186,087 10,788 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015% August 23, 2024 257,400 223,036 358 7,150 34,364 239,608 17,792 Upon effectiveness of the Company’s acquisition of Empire on October 1, 2021, the Company incurred a liability for a secured promissory note with an interest rate of 10.015% September 7, 2024 154,980 135,420 215 19,560 135,523 19,457 On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250.88 judgement entered against the Company (See Note 12 – Commitments and Contingencies Under the terms of the Resolution Agreement, which the Company has classified as a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. 10,297 and $ 5,978 during the years ended December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company made $ 165,000 and $ 70,000 in payments, respectively towards the Resolution Agreement. As of December 31, 2022 and 2021, the Resolution Agreement had a balance of $ 38,284 and $ 192,987 , net an unamortized debt discount of $ 1,716 and $ 12,013 , respectively. On January 24, 2022, the Company settled a non-convertible note in the principal amount of $ 55,000 358,420 250,000 163,420 On April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the Company’s Chief Executive Officer in the principal amount of $ 74,186 65,000 10,000 2,400 1,236 6,182 1,296 60,114 7,890 On April 21, 2022, the Company entered into a secured promissory note in the principal amount of $ 964,470 750,000 6,665 19,260 10.6% October 21, 2026 46,655 34,440 732,550 180,030 On September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $ 600,000 6.5% September 1, 2032 4,476 4,046 9,382 595,954 3,184 On September 1, 2022, the Company entered into an additional Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $ 600,000 6.5% September 1, 2032 4,476 4,046 9,382 595,954 3,184 On September 14, 2022, the Company entered into a secured promissory note in the principal amount of $ 2,980,692 2,505,000 82,797 10.6% September 14, 2025 47,411 165,594 2,386,817 428,281 On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,539,630 1,078,502 10,410 20,950 10.6% 6,618 1,085,120 454,510 On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,560,090 1,092,910 10,630 21,225 10.6% 6,867 1,099,614 460,476 On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,597,860 1,119,334 10,860 21,740 10.6% 6,867 1,126,201 471,659 On December 15, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,557,435 1,093,380 10,585 21,190 10.6% 3,254 1,096,634 460,801 The following table details the current and long-term principal due under non-convertible notes as of December 31, 2022. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal (Current) Principal (Long Term) GM Financial (Issued April 11, 2022) $ 18,546 $ 49,457 Non-Convertible Note (Issued March 8, 2019) 5,000 - Sheppard Mullin Resolution Agreement (Issued September 23, 2021) 40,000 - Deed of Trust Note (Issued September 1, 2022) 53,712 542,242 Deed of Trust Note (Issued September 1, 2022) 53,712 542,242 Equipment Finance Note (Issued April 21, 2022) 231,120 681,460 Equipment Finance Note (Issued September 14, 2022) 993,564 1,821,534 Equipment Finance Note (Issued November 28, 2022) 230,320 1,309,310 Equipment Finance Note (Issued November 28, 2022) 233,510 1,326,580 Equipment Finance Note (Issued November 28, 2022) 239,120 1,358,740 Equipment Finance Note (Issued December 15, 2022) 222,465 1,334,970 Debt Discount (500,250 ) (1,965,113 ) Total Principal of Non-Convertible Notes $ 1,820,819 $ 7,001,422 Total principal payments due on non-convertible notes 2023 through 2027 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2023 $ 2,321,069 2024 2,368,205 2025 2,202,611 2026 1,336,121 2027 1,327,466 Thereafter 1,732,133 |