| CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES | NOTE 10 - CONVERTIBLE NOTES PAYABLE AND
ADVISORY FEE LIABILITIES The senior secured credit facility note balance
and convertible debt balances consisted of the following at June 30, 2022 and September 30, 2021:
June 30, September 30,
2022 2021
Principal $ 5,997,641 $ 6,167,407
Premiums 1,437,375 1,509,673
Unamortized discounts (2,002 ) (14,440 )
$ 7,433,014 $ 7,662,640 For the nine months ended June 30, 2022 and 2021,
amortization of debt discount on the above convertible notes amounted to $19,937 and $21,423, respectively. Senior Secured Credit Facility Note - Default On September 13, 2016, the Company entered into
a senior secured credit facility note with an investment fund for the acquisition of Howco. The Company can borrow up to $6,500,000,
subject to lender approval, with an initial convertible promissory note at closing of $3,500,000 (the “Note”). The Note bears
interest at a rate of 18% per annum, required monthly payments of $52,500, which is interest only, starting on October 13, 2016 through
February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on
March 13, 2018. In the event of default, the Note balance will bear interest at 25% per annum. In connection with this Agreement, the
Company was obligated to pay additional advisory fees of $850,000 payable in the form of cash or common stock in accordance with the
terms of the Agreement. The Company was also required to reserve 7,000 shares of common stock related to this transaction. The reserved
shares will be released upon the satisfaction of the loan. As of June 30, 2022, and September 30, 2021, the
Company had issued 539, shares of common stock in satisfaction of the $850,000 advisory fee in accordance with the terms of the agreement,
such shares being issued in September 2016. The proceeds from the sale of the 539, shares were to be applied to the $850,000 advisory
fee due. Based upon the value of the shares, at the time the lender sells the shares, the Company may be required to redeem unsold shares
for the difference between the $850,000 and the lender’s sales proceeds. Accordingly, the $850,000 was reflected as a current liability
through December 31, 2017. In January 2018, in connection with a settlement agreement (see below), the accrued advisory fee was reclassified
to the principal balance of the replacement Convertible Note. Through the date of the settlement agreement and through June 30, 2022 and
September 30, 2021, the lender had not reported any proceeds from the sale of these shares (see below). Prior to the settlement agreement
in January 2018, notwithstanding anything contained in the Agreement to the contrary, in the event the Lender has not realized net proceeds
from the sale of Advisory Fee Shares equal to at least the Advisory Fee by the earlier to occur of: (A) September 13, 2017; (B) the occurrence
of an Event of Default; or (C) the Maturity Date, then at any time thereafter, the Lender shall have the right, upon written notice to
the Borrower, to require that the Borrower redeem all Advisory Fee Shares then in Lender’s possession for cash equal to the Advisory
Fee, less any cash proceeds received by the Lender from any previous sales of Advisory Fee Shares, if any within five (5) Business Days
from the date the Lender delivers such redemption notice to the Borrower. The Note is only convertible upon default or mutual
agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company’s
common stock during the 5 business days immediately prior to the conversion date. At any time and from time to time while this Note is
outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between
the Company and the Holder, this Note may be, at the sole option of the Holder, convertible into shares of the Company’s common
stock, in accordance with the terms and conditions of the Note. Upon liquidation by the Holder of Conversion Shares issued pursuant to
a conversion notice, provided that the Holder realizes a net amount from such liquidation equal to less than the conversion amount specified
in the relevant conversion notice, the Company shall issue to the Holder additional shares of the Company’s common stock equal to:
(i) the Conversion Amount specified in the relevant conversion notice; minus divided
by Once a default occurs, the Note and the $850,000
advisory fee payable will be accounted for as stock settled debt at its fixed monetary value. On March 13, 2017 the Company defaulted
on the monthly principal and interest payment of $298,341. Due to this default, as of June 30, 2017, the Company has accounted for the
embedded conversion option as stock settled debt and recorded a debt premium of $617,647 with a charge to interest expense, and the interest
rate increased to 25% (default rate). On March 28, 2017, the Company entered into an
additional agreement with the above senior secured credit facility lender to receive a range of advisory services for a total of $1,200,000
with no definitive terms or length of service which was expensed in fiscal 2017 and had been recorded as an accrued liability –
advisory fees through December 31, 2017. In connection with the settlement agreement discussed below, in January 2018, the advisory services
fees payable were reclassified to the principal balance of the replacement Convertible Note. On January 3, 2018, the Company entered into a
settlement agreement (the “Settlement Agreement”) and replacement note agreements with the investment fund related to a senior
secured credit facility note dated September 13, 2016. On the effective date of the Settlement Agreement, all amounts owed to the investment
fund aggregated $5,788,642 and consisted of a convertible promissory note of $3,500,000, accrued interest payable of $238,642, and accrued
advisory fees payable of $2,050,000. On the effective date of the Settlement Agreement, the amount due of $5,788,642 was split and apportioned
into two separate replacement notes (“Replacement Note A” and Note B”). Replacement Note A had a principal amount of
$1,000,000 and Replacement Note B had a principal balance of $4,788,642, both of which remained secured by the original security, pledge
and guarantee agreements; and other applicable loan documents, and bear interest at 18% per annum. The default was not waived by this
settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to
the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642 for accrued interest
and advisory fees payable that were capitalized as note principal. The interest rate was amended to 12% effective June 12, 2018. The Credit Agreement was amended such that the
maturity date was extended to January 13, 2019 (the “Extended Maturity Date”) for replacement Note B, while the Note A maturity
date remained at March 13, 2018 but was due as of March 2017 due to the principal and interest payment default discussed above. Notwithstanding
anything contained in this Agreement to the contrary, all obligations owing by the Company and all other Credit Parties under the Credit
Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500
per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments
made since the amendment have totaled $323,440 and are therefore not in accord with that amendment. However, TCA has received payments
under the 3(a) (10) settlement (below) totaling $308,100 during the year ended September 30, 2018, and another $270,320, during the year
ended September 30, 2019. The principal balance was $4,788,642 at September 30, 2018. On October 30, 2018, TCA the Company’s senior
lender amended its credit facility which had been restructured in January 2018 when fees for advisory and other matters along with accrued
but unpaid interest were capitalized and separated into two notes, Note A having $1,000,000 principal and Note B having $4,788,642 both
having the same maturity terms, interest rates and conversion rights. Under the current amendment total amounts outstanding under the
notes along with accrued interest of $537,643 has been capitalized with the principal amount due of $6,018,192, $5,326,285 for Note B
and $691,907 for Note A. The restated note has the same conversion price discount and therefore continues to be stock settled debt under
ASC 480, an additional $94,878 was charged to interest with a credit to debt premium. The restated note accrues interest on the principal
balance at 12% per annum, includes amortization to the new maturity date of December 15, 2020. The amortization payments credited toward
the principal amount and accrued interest vary and include payments made under the 3(a)(10) settlement agreement with a third party related
to Note A. Economically the total principal and accrued interest outstanding remain unchanged as reported in the consolidated balance
sheet. All other terms including conversion rights and a make-whole provision in the case of a conversion shortfall remain the same as
stated in the footnotes above. On September 6, 2019, the Company received a default
notice on its payment obligations under the senior secured credit facility agreement from TCA. The Company has proposed a number of solutions
including refinancing the debt with other parties. The default was declared due to non-payment of monthly scheduled amortization (principal
and interest). TCA holds security interests in all assets of the Company including its subsidiary Howco. The Company is in negotiation
with the receiver appointed by the court related to the senior secured creditor’s claim and has proposed a preliminary settlement. At June 30, 2022 and September 30, 2021, the principal
of the Note B portion was $5,326,285 and accrued interest was $2,217,769 and $1,738,403 respectively and the Note A principal subject
to the 3(a) (10) court order was $421,587. During the nine months ended June 30, 2022, the Company has not paid interest or principal
and Livingston Asset Management (under the 3(a) (10) settlement) has not made any payments to TCA. On January 30, 2018 pursuant to the Liability
Purchase Term Sheet, the TCA Replacement Note A in the principal amount of $1,000,000 was acquired by Livingston Asset Management LLC
(“Livingston”) from the original lender. Principal of Replacement Note A is due to Livingston with all then accrued but unpaid
interest due to the original lender. In accordance with the terms of the Settlement Agreement, the Court was advised of the Company’s
intention to rely upon the exception to registration set forth in Section 3(a) (l0) of the Securities Act to support the issuance of its
common shares and the Court held a fairness hearing regarding the issuance on March 12, 2018. Following entry of an Order by the Court
which occurred on March 12, 2018, in settlement of the claims, the Company shall issue and deliver to Livingston shares of its common
stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations
as set forth in the Settlement Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount.
The Company will issue free trading shares of its common stock under section 3(a) (10) of the Securities Act to Livingston in the amount
of such judgment in a series of tranches so that Livingston will not own more than 9.99% of the Company’s outstanding shares per
tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to
approximately $1,666,667 which is based on a discount of 40%. In the nine months ended June 30, 2022, there
were no 3(a) (10) issuances. As of June 30, 2022, there have been seventeen issuances under section 3(a) (10) of the Securities Act totaling
1,374,885 shares; 1,273,261, in 2019, and 101,624, in 2018, which have been recorded at par value with an equal charge to additional paid-in
capital. On November 17, 2019, 194,520 of the shares issued under the 3(a) (10) were cancelled at the request of Livingston. The value
originally recorded as a liability remains in the convertible note balance, until these shares have been sold and reported to the Company
by the lender as part of the Make-Whole provision at which time the proceeds value of such shares are reclassified to additional paid-in
capital. During the years ended September 30, 2018 and September 30, 2019, proceeds of $308,100 and $270,320, respectively were remitted
to TCA by Livingston and applied to reduce the liability with corresponding credits to additional paid in capital. $180,618 of debt premium
was credited to additional paid in capital in conjunction with the payments to TCA. At June 30, 2022 and September 30, 2021, the balance,
of $421,587 along with related debt premium of $281,054 are included in convertible notes payable on the balance sheet. On March 7, 2018 the Company entered into a placement
agent and advisory agreement with Scottsdale Capital Advisors in connection with the Livingston liability purchase term sheet executed
on November 15, 2017. The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible
note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is
convertible into shares of the Company’s common stock at a discount of 30% of the low closing bid price for the twenty trading days
prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as
stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. The note has not been converted
and the principal balance is $15,000, at June 30, 2022 and September 30, 2021 with $7,395, and $6,273, of accrued interest, respectively.
As the note has matured it is technically in default. Under the terms of the note no default interest or penalties accrue. Other Convertible Debt On June 1, 2018, the Company entered into a consulting
and services arrangement with Livingston Asset Management which has no stipulated term. The arrangement provides for financial management
services including accounting and related periodic reporting among other advisory services. Under the agreement the Company will issue
to Livingston Asset Management Convertible Fee Notes having principal of $12,500, interest of 10% per annum, maturity of six or seven
months. The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately
preceding the notice of conversion. The notes were charged to professional fees for each corresponding service month. The Company has
accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $12,500 with a charge
to interest expense for each note. Under the terms of the July 1, 2021 amendment
to the consulting and services agreement with Livingston Asset Management, LLC, Livingston is to receive $15,000, per month in convertible
promissory notes. The notes bear interest of 10% per annum and mature in nine months. The notes issued are convertible into shares of
common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The notes having
a conversion feature are treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest expense on
note issuance date. At June 30, 2022 and September 30, 2021 the accrued interest was $0 and $378, respectively. August 1, 2021, the Company issued a $15,000 convertible
promissory note to Livingston. The convertible note bears interest of 10% per annum which matures in nine months. The notes issued are
convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion.
The notes having a conversion feature are treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest
expense on note issuance date. At June 30, 2022 and September 30, 2021, the accrued interest was $0 and $251, respectively. See below
(March 7, 2022, redemption). September 1, 2021, the Company issued a $15,000
convertible promissory note to Livingston. The convertible note bears interest of 10% per annum and matures in nine months. The notes
issued are convertible into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days
prior to conversion. The notes having a conversion feature are treated as stock settled debt under ASC 480 and a debt premium of $15,000
is recognized as interest expense on note issuance date. At June 30, 2022 and September 30, 2021, the accrued interest was $0 and $123,
respectively. See below (March 7, 2022, redemption). On October 1, 2021, the Company issued a convertible
promissory note to Livingston Asset Management LLC for $15,000 in principal for services. The convertible note bears interest of 10% per
annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing
bid price during the twenty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under
ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At June 30, 2022 the accrued interest was
$0. See below (March 7, 2022, redemption). On November 1, 2021, the Company issued a convertible
promissory note to Livingston Asset Management LLC for $15,000 in principal for services. The convertible note bears interest of 10% per
annum and matures in nine months. The note issued is convertible into shares of common stock at a discount of 50% of the lowest closing
bid price during the twenty trading days prior to conversion. The note has a conversion feature and is treated as stock settled debt under
ASC 480 and a debt premium of $15,000 is recognized as interest expense on note issuance date. At June 30, 2022 the accrued interest was
$0. See below (March 7, 2022, redemption). On March 7, 2022, the Company redeemed five fee
notes issued to Livingston Asset Management LLC (July 1, through November 1, 2021 notes above) for $85,000 cash. Principal, penalty and
accrued interest of $75,000, $7,612 and $2,388 was recognized along with gain on debt extinguishment of $67,388 during the nine months
ended June 30, 2022. The penalty was recorded against the gain. On December 1, 2021, the Company terminated its
agreement with Livingston Asset Management entered into a consulting and services arrangement with Frondeur Partners LLC which has no
stipulated term. The arrangement provides for financial management services including accounting and related periodic reporting among
other advisory services. Under the agreement the Company will issue to Frondeur Partners LLC convertible fee notes having principal of
$15,000, interest of 10% per annum, maturity of nine months. The notes are convertible into common shares at a discount of 50% to the
lowest bid price in the twenty trading days immediately preceding the notice of conversion. The notes are charged to professional fees
for each corresponding service month. On December 1, 2021, the Company issued a convertible
promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston
Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible
into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The
note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest
expense on note issuance date. During the three months ended June 30, 2022 the principal and accrued interest of $748, were converted
to common stock (See Note 12). Premium of $15,000 was reclassified to additional paid in capital. On January 1, 2022, the Company issued a convertible
promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston
Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible
into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The
note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest
expense on note issuance date. At June 30, 2022 the accrued interest was $680. On February 1, 2022, the Company issued a convertible
promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston
Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible
into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The
note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest
expense on note issuance date. At June 30, 2022 the accrued interest was $559. On March 1, 2022, the Company issued a convertible
promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston
Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible
into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The
note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest
expense on note issuance date. At June 30, 2022 the accrued interest was $438. On April 1, 2022, the Company issued a convertible
promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston
Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible
into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The
note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest
expense on note issuance date. At June 30, 2022 the accrued interest was $374. On May 1, 2022, the Company issued a convertible
promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston
Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible
into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The
note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest
expense on note issuance date. At June 30, 2022 the accrued interest was $251. On June 1, 2022, the Company issued a convertible
promissory note to Frondeur Partners LLC for $15,000 in principal for services (service agreement replacing agreement with Livingston
Asset Management LLC). The convertible note bears interest of 10% per annum and matures in nine months. The note issued is convertible
into shares of common stock at a discount of 50% of the lowest closing bid price during the twenty trading days prior to conversion. The
note has a conversion feature and is treated as stock settled debt under ASC 480 and a debt premium of $15,000 is recognized as interest
expense on note issuance date. At June 30, 2022 the accrued interest was $123. On November 13, 2018, the Company issued a convertible
promissory note for $90,000 to a vendor in settlement of approximately $161,700 of past due amounts due for services. The note bears interest
at 5%, matures on June 30, 2019 and is convertible into the Company’s common stock at 50% of the lowest closing bid price during
the 20 trading days immediately preceding the notice of conversion. The note matured on June 30, 2019, there is no default penalty associated
with the note, nor are there any cross-default provisions in the note. The Company has accounted for the convertible promissory note as
stock settled debt under ASC 480 and recorded debt premium $90,000 with a charge to interest expense for the notes. The unconverted principal,
premium and accrued interest were $90,000, $90,000, and $25,725 as of September 30, 2021. At June 30, 2022 the principal, premium and
accrued interest were $90,000, $90,000, and $33,862. On November 9, 2017, the Company received a first
tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge Partners, LLC
(“Crown Bridge”) under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and
a five-year warrant to purchase 100, shares of the Company’s common stock at an exercise price of $350, as a commitment fee which
is equal to the product of one-third of the face value of each tranche divided by $350. Under the terms of the note Crown Bridge was to
receive “right of first refusal” for any subsequent loans or notes to fund the Company. The Company violated this covenant
when funding was received from other sources without offering Crown Bridge the opportunity to participate. On December 20, 2017 the Company
cured this covenant violation by issuing 200 additional warrants which have the same exercise price and terms of the original warrants.
The warrants have full ratchet price protection and cashless exercise rights. The convertible note (the “Note”)
issued to Crown Bridge in the principal amount of $105,000, has an original issue discount of $10,500 and issue costs of $19,000 both
of which are recorded as debt discount along with the warrant relative fair value of $12,507 for the original 100, warrants and $31,529
for the penalty warrants to be amortized over the twelve month term of this tranche, bears interest of 10% (12% default rate) per annum,
and has a maturity date of 12 months from the date of each tranche of payments under the Note with future tranches being at the discretion
of Crown Bridge. The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest
market price of the shares of the Company’s common stock within a 20 day trading period prior to the date of conversion to which
an additional 10% discount will be added if the conversion price of the Company’s common stock is less than $50, per share and no
shares of the Company’s common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares
of the Company’s common stock and the conversion shares contain piggy-back registration rights. The Note is subject to customary
default provisions including an event of default if the bid price of the Company’s common stock is less than its par value of $.0001
per share. The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that
increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made.
The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538
with a charge to interest expense. As of September 30, 2018 the note holder fully converted principal and accrued interest into common
shares. The debt premium on stock settled debt was fully recognized as additional paid in capital. On March 1, 2019, the Company received a second
tranche advance under the Crown Bridge Partners, LLC, master note dated October 25, 2017, for principal amount of $35,000, including covered
fees and original issue discount totaling $5,000. Under the conversion terms of the above note, the holder is entitled to a 35% discount
plus an additional 10% discount based on the conversion rights of certain other note holders. Therefore, a discount of 45% is assumed
for any conversions of this note tranche. The Company has accounted for the convertible promissory note as stock settled debt under ASC
480 and recorded a debt premium of $28,636 with a charge to interest expense. The original issue discount and fees charged were treated
as debt discount and will be amortized to financing expenses over the term of the note. Following conversions during the year ended September
30, 2020 the principal balance and debt premium balances were reduced and the unamortized debt discount was $0, at September 30, 2020.
The principal was increased by charges of $17,500 for technical default effective during the year ended September 30, 2020 and an additional
put premium was calculated to be $26,250. The cross-default provisions of the note include defaults on any notes issued to third parties
including any issued subsequent to the issuance of this note. The default charge and the put premium were charged to interest expense
at June 30, 2020. The conversion discount increased to 60% as a result of the default. The note principal and accrued interest of $3,221
was redeemed for cash during the three months ended June 30, 2022. The principal and accrued interest balances were $2,766 and $6,464,
respectively at September 30, 2021 and $0 and $3,438 at June 30, 2022. On May 3, 2021, the Company entered into a convertible
promissory note with Geneva Roth Remark Holdings, Inc. (“Lender”) in the principal amount of $58,500, (the “May 3, 2021
Note”). The May 3, 2021 Note carries interest at the rate of 10%, matures on May 3, 2022, and is convertible into shares of the
Company’s common stock, par value $0.0001, at the Lender’s election, after 180 days, at a 35% discount, provided that the
Lender may not own greater than 4.99% of the Company’s common stock at any time. The note was funded for $55,000, with $3,500, disbursed
for legal and execution fees. The Company will treat the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing $31,500
of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the convertible
promissory note. The principal, premium and accrued interest were $58,500, $31,500 and $2,204 respectively at September 30, 2021. The
principal and accrued interest of $58,500 and $2,925 were fully converted into common stock during the three months ended December 31,
2021 and put premium of $31,500 was reclassified to additional paid in capital. On June 14, 2021, the Company entered into a convertible
promissory note with Geneva Roth Remark Holdings, Inc. (“Lender”) in the principal amount of $58,500, (the “June 14,
2021 Note”). The June 14, 2021 Note carries interest at the rate of 10%, matures on June 14, 2022, and is convertible into shares
of the Company’s common stock, par value $0.0001, at the Lender’s election, after 180 days, at a 35% discount, provided that
the Lender may not own greater than 4.99% of the Company’s common stock at any time. The note was funded for $55,000, with $3,500,
disbursed for legal and execution fees. The Company will treat the convertible note in accordance with ASC 480 Stock Settled Debt, recognizing
$31,500 of put premium for the stock price discount as a liability with a charge to interest expense at the date of the issuance of the
convertible promissory note. The principal, premium and accrued interest were $53,500, $31,500 and $1,715 respectively at September 30,
2021. The principal and accrued interest of $58,500 and $2,925 were fully converted into common stock during the three months ended December
31, 2021 and put premium of $31,500 was reclassifie |
