| Short-term Convertible Notes | 12. Short-term
Convertible Notes The
short-term convertible notes consist of the following:
Schedule of short-term convertible
notes
Interest
rate Maturity
Date Principal Interest Debt
Discount December
31, 2021 December
31, 2020
Leonite Capital, LLC 8.5 % — $ — $ — $ — $ — $ 70,583
12.0 % On
Demand 278,629 36,950 — 315,579 147,058
First Fire Global Opportunities Fund 6.5 % October 29,2021 — — — — 25,297
Auctus Fund, LLC 0.0 % On Demand 100,000 — — 100,000 150,000
10.0 % August 13, 2021 — — — — 40,202
Labrys Fund, LP 12.0 % November
30, 2021 — 8,826 — 8,826 26,159
11.0 % May
7, 2022 543,671 — (189,167 ) 354,504 —
11.0 % June
2, 2022 230,000 14,899 (96,411 ) 148,488 —
Ed Blasiak 6.5 % September
14, 2021 55,000 4,697 — 59,697 17,347
Joshua Bauman 6.5 % September
14, 2021 — — — — 43,247
11.0 % October
21, 2022 150,000 3,210 (120,823 ) 32,387 —
Geneva Roth Remark Holdings, Inc. 9.0 % August
29, 2021 — — — — 19,238
9.0 % October
15, 2021 — — — — 6,753
9.0 % January
3, 2022 — — — — —
8.0 % October
1, 2022 74,044 5,924 (55,584 ) 24,384 —
Series N convertible notes 6.0 % On
Demand 3,229,000 619,073 — 3,848,073 3,654,333
$ 4,660,344 $ 693,579 $ (461,985 ) $ 4,891,938 $ 4,200,217 Leonite
Capital, LLC Convertible
Promissory Notes Effective
March 19, 2019, the Company entered into a note extension agreement with Leonite, whereby the convertible notes outstanding to Leonite,
amounting to $2,420,000, for consideration of $75,000 added to the principal outstanding on the note on January 1, 2019, a further
$75,000 added to the principal outstanding on the note on February 1, 2019 and a further $100,000 added to the principal of the
note on March 15, 2019, the maturity date of all of the convertible notes above were extended to December 31, 2019 and has subsequently
been partially settled by the transfer of the property located at 810 Andrews Avenue, Delray Beach, Florida, valued at $1,500,000. On
August 26, 2019, the Company, entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory
Note in the aggregate principal amount of $60,000, including an Original Issue Discount of $10,000, for net proceeds of $47,000. The
note had a maturity date of September 10, 2019 and bears interest at 1.0% per annum. The outstanding principal amount of the
note is convertible at any time and from time to time at the election of the purchaser following the issue date into shares of the Company’s
common stock at a conversion price equal to $0.06 per share subject to price protection and anti-dilution protection. In conjunction
with this note the Company issued a five year warrant to purchase 1,000,000 shares of common stock at an exercise price of
$0.10 per share, subject to anti-dilution and price protection. On
October 10, 2019, the Company transferred a warranty deed to the real property located at 810 Andrews Avenue, Delray Beach, Florida to
Leonite Capital LLC, in settlement of indebtedness of $1,398,514 and additional expenses related to the disposal of the property
of $36,470. These expenses of $36,470 were provided for resulting in net proceeds recognized on the transfer of the property of
$1,362,044. O n
July 12, 2020, the company entered into a debt extinguishment agreement with Leonite whereby the following occurred:
1. The total amount
outstanding under the Leonite note, including principal and interest was reduced to $150,000
2. $700,000 of the note was
converted into Series A Redeemable Preferred shares in the Company’s subsidiary, Cranberry Cove Holdings, accruing dividends
at 10% per annum.
3. $400,000 of the note was
converted into series B Preferred stock in the Company for a 12 month period, mandatorily redeemable by the Company accruing dividends
at 6% per annum payable in cash or stock, subject to certain conditions.
4. The remaining balance of
$150,000 will accrue interest at 8.5% per annum and is convertible into common stock and repayable in 6 monthly installments of $25,000
commencing after December 12, 2020.
5. The existing warrants were
cancelled and a new five year warrant, with a cashless exercise option, exercisable for a minimum of 326,286,847 shares of common
stock and a maximum of 20% of the outstanding equity of the Company at an initial exercise price of $0.10 per share subject to adjustment
based on new stock issuances or the lowest volume weighted exercise price of the stock for 30 days immediately preceding the exercise
was issued to Leonite. On
December 28, 2020, Leonite converted $80,000 plus accrued interest of $5,949 of the Leonite loan amended on July 12, 2020, into 96,331,811 shares
of common stock at a conversion price of $0.0009, thereby realizing a loss on conversion of $240,616. On January 8, 2021, Leonite converted
the remaining principal amount of $70,000, plus accrued interest thereon of $137, into 78,763,466 shares of common stock at
a conversion price of $0.0009 per share. On
July 12, 2020, the Company entered into a Senior Secured Convertible Note agreement with Leonite for $440,000 with an original issue
discount of $40,000 for gross proceeds of $400,000, the initial tranche advanced will be for cash of $200,000 plus the OID
of $20,000, the remaining advances will be at the discretion of the Leonite. The loan bears interest at 6.5% per annum and matures
on June 12, 2021. The Company is required to make monthly payments of the accrued interest on the advances made. The note is convertible
into common shares at the option of the holder at $0.10 per share, or 80% multiplied by the price per share paid in subsequent financings
or after a six month period from the effective date at 60% of the lowest trading price during the preceding 21 consecutive trading days.
The note has both conversion price protection and anti-dilution protection provisions. On
July 12, 2020, the Company entered into a five year option agreement with Leonite Capital LLC (“Leonite”) and other investors
(collectively the “Transferees”), the Company agreed to sell to Leonite a portion of the total outstanding shares of ATHI
from the shares of ATHI held by the company. The Company has provided Leonite an option to purchase 33% of ATHI from the Company for
a purchase consideration of $0.0001 per share, based on the advances that Leonite made to the Company totaling $655,000. Leonite
shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Leonite to the Company,
thereafter the option will be reduced to 50% of the shares exercisable under the option. In
terms of clause 3.12 of the Senior secured convertible Promissory Note Agreement (“Leonite Note”) entered into with Leonite
and the amendments thereto, the terms of the convertible promissory note issued to Labrys Fund LP on November 30, 2020, as described
below, contained terms more favorable than those contained in the Leonite Note, resulting in an adjustment made to the Original issue
discount of $4,000 and the issuance of five year warrants exercisable for 145,454,547 shares of common at an exercise
price of $0.00205 per share, for all advances made to the Company by Leonite in terms of the Leonite Note, up to and including December
31, 2020. On
January 8, January 22, February 4, and February 19, 2021, Leonite advanced the company an aggregate cash amount of $290,000, including
a revised original issue discount of $74,556 for an aggregate principal sum added to the Leonite Note of $364,556. On
March 3, 2021, in terms of a conversion notice, Leonite converted the principal sum of $82,681 and interest thereon of $12,319 of
the Leonite Note into 97,000,000 shares of common stock at a conversion price of $0.0009 per share. On
June 1, 2021, in terms of a conversion notice, Leonite converted the principal sum of $25,084 and interest thereon of $4,166 of
the Leonite Note into 30,000,000 shares of common stock at a conversion price of $0.0009 per share. On
June 10, 2021, in terms of a conversion notice, Leonite converted the principal sum of $58,908 and interest thereon of $342 of
the Leonite Note into 60,000,000 shares of common stock at a conversion price of $0.0009 per share. On
September 10, 2021, in terms of a conversion notice, Leonite converted the principal sum of $59,260 and interest thereon of $1,718 of
the Leonite Note into 59,259,630 shares of common stock at a conversion price of $0.0010 per share. On
October 19, 2021, in terms of a conversion notice, Leonite converted the principal sum of $44,444 and interest thereon of $5,302 of
the Leonite Note into 50,496,728 shares of common stock at a conversion price of $0.0010 per share. On
October 29, 2021, the Company issued 83,771,947 shares of common stock to Leonite in connection with a conversion notice received,
converting principal and interest of $83,022 at a conversion price of $0.0009 per share. On
November 22, 2021, in terms of a conversion notice, Leonite converted the principal sum of $50,532 and interest thereon of $7,145 of
the Leonite Note into 58,427,091 shares of common stock at a conversion price of $0.0010 per share. On
December 13, 2021, in terms of a conversion notice, Leonite converted the principal sum of $89,684 and interest thereon of $249 of
the Leonite Note into 90,682,696 shares of common stock at a conversion price of $0.0010 per share. Power
Up Lending Group LTD On
July 8, 2019, the Company entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued a Convertible
Promissory Note in the aggregate principal amount of $53,000. The Note had a maturity date of April 30, 2020 and bore interest at the
rate of nine percent per annum from the date on which the Note was issued until the same becomes due and payable, whether at maturity
or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding
principal amount of the Note was convertible at any time and from time to time at the election of Power Up during the period beginning
on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to
61% of the lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. Between
January 10, 2020 and January 24, 2020, in terms of conversion notices received, Power Up converted the aggregate principal amount of
$53,000 and interest thereon of $1,085 into 75,618,509 shares of common stock at an average conversion price of $0.000715 per
share. On
July 15 2019, the Company, entered into a Securities Purchase Agreement with Power Up, pursuant to which the Company issued a Convertible
Promissory Note in the aggregate principal amount of $83,000. The Note has a maturity date of April 30, 2020 and bore interest at the
rate of nine percent per annum from the date on which the Note was issued until the same becomes due and payable, whether at maturity
or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding
principal amount of the Note was convertible at any time and from time to time at the election of Power Up during the period beginning
on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to
61% of the lowest closing bid price of the Company’s common stock for the ten trading days prior to conversion. Between
January 24, 2020 and February 27, 2020, in terms of conversion notices received, Power Up converted the aggregate principal amount of
$41,400 into 453,800,493 shares of common stock at an average conversion price of 0.0000912 per share. On
June 1, 2020, The Company repaid the Power Up Lending Group $41,600 in full settlement of the convertible note entered into on July
15, 2019. First
Fire Global Opportunities Fund On
March 5, 2019, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory
Note in the aggregate principal amount of $200,000, for net proceeds of $192,000 after the payment of legal fees and origination
fees amounting to $8,000. The note had a maturity date of December 9, 2019. The outstanding principal amount of the note was convertible
at any time and from time to time at the election of the purchaser. 180 days after the issued date into shares of the Company’s
common stock at the lower of $0.08 per share or 65% of the lowest trade price during the ten consecutive trading days immediately prior
to conversion. The note had certain buyback terms if the Company consummated a registered or unregistered primary offering of securities
for capital raising purposes, or an option to convert at a 20% discount to the offering price to investors. Between
September 11, 2019 and December 30, 2019, in terms of a conversion notices received, the Company issued 11,887,445 shares of
Common stock in settlement of $36,592 of principal outstanding. Between
January 6, 2020 and February 26, 2020, in terms of conversion notices received, First Fire converted an aggregate principal amount of
$83,902 into 308,100,000 shares of common stock at an average conversion price of $0.000272 per share. On
June 3, 2020, the Company entered into an agreement with First Fire whereby the remaining balance of the convertible note of $73,006 would
be settled by two payments of $25,000 each. Between
July 2, 2020 and August 17, 2020, the Company repaid the remaining principal outstanding of $50,000 plus additional interest charges
of $1,500. On
October 29, 2020, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued a senior secured convertible
promissory note in the aggregate principal amount of $137,500, including an OID of $12,500. The note bears interest at 6.5% per
annum and matures on October 29, 2021. The note is senior to any future borrowings and commencing on November 29, 2020 the Company
will make monthly payments of the accrued interest under the note. The note may be prepaid at certain prepayment penalties and is convertible
into shares of common stock at a conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions;
or 80% of the price per share of subsequent equity financings or; after six months 60% of the lowest trading price during the preceding
six month period. On
October 29, 2020, the Company entered into a five year option agreement with First Fire whereby the Company agreed to sell to First Fire
a portion of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 6.25% of ATHI from the Company
for a purchase consideration of $0.0001 per share, based on the advances that First Fire made to the Company totaling $125,000.
First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by First Fire
to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. In
terms of clause 3.12 of the Senior secured convertible Promissory Note Agreement (“First Fire Note”) entered into with First
Fire, the terms of the convertible promissory note issued to Labrys Fund LP on November 30, 2020, as described below, contained terms
more favorable than those contained in the First Fire Note, resulting in an adjustment made to the Original issue discount of $1,389 and
the issuance of five year warrants exercisable for 50,505,051 shares of common at an exercise price of $0.00205 per share,
for the advance made to the Company by First Fire in terms of the First Fire Note. On
May 10, 2021, the Company repaid the principal outstanding of $138,889, including interest and early settlement penalty thereon for the
payment of $164,913. Auctus
Fund, LLC On
August 7 2019, the Company, entered into a Securities Purchase Agreement with Auctus Fund, LLC, pursuant to which the Company issued
a Convertible Promissory Note in the aggregate principal amount of $225,000. The Note had a maturity date of May 7, 2020 and
bore interest at the rate of ten percent per annum from the date on which the Note was issued until the same became due and payable,
whether at maturity or upon acceleration or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement.
The outstanding principal amount of the Note is convertible at any time and from time to time at the election of Auctus Fund, LLC during
the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion
price equal to 60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion. On
June 15, 2020, The Company entered into an amended agreement with Auctus whereby Auctus agreed to discharge the principal amount of the
note by nine equal monthly installments of $25,000 commencing in October 2020. During the year ended December 31, 2021, the Company
repaid Auctus the principal sum of $50,000. On
August 13, 2020, the Company entered into a Securities Purchase Agreement with Auctus Fund LLC, pursuant to which the Company issued
a convertible promissory note in the aggregate principal amount of $100,000 for net proceeds of $85,000 after certain fees
and expenses of $15,000. The note has a maturity date of August 13, 2021 and bears interest at 10% per annum. The interest
due on the note for the full twelve month period is due immediately upon issuance of the note, regardless of acceleration or prepayment.
The principal amount of the note is payable in six monthly instalments of $16,666.66 commencing 180 days after the issuance date, the
balance outstanding under the note due at maturity date. In the event a default occurs under the Note, the Note is convertible into shares
of common stock at a conversion price equal to the lowest trading price over the prior 5 days prior to the date of the note or the five
day volume weighted market price prior to the date of conversion. The Company is required to adhere to certain covenants including covenants
concerning distributions of capital stock; restrictions on stock repurchases, additional borrowings sales of assets and loans and advances
made by the Company. In conjunction with the issuance of the promissory note, the Company issued a five year warrant exercisable for
66,666,666 shares of common stock at an exercisable price of $0.0015 per share subject to anti-dilution and price protection adjustments.
The Company also issued a second five year warrant exercisable for 66,666,666 shares of common stock at an exercisable price of $0.0015
per share subject to anti-dilution and price protection adjustments, which warrants will only be exercisable upon an event of default
on the convertible note. On
March 9, 2021, Auctus exercised its warrant for 66,666,666 shares of common stock on a cashless exercise basis, resulting in the issue
of 59,999,999 shares of common stock. On
May 10, 2021, the company settled the remaining balance of the August 13, 2020 convertible promissory with an aggregate principal amount
of $95,000, together with interest and settlement penalty thereon for the payment of $110,000. In
addition, on May 10, 2021, the Company paid a further $15,000 of principal on the convertible promissory note entered into on August
7, 2019, thereby reducing the principal outstanding to $100,000. The note matured May 7, 2020 and remains in default. Labrys
Fund, LP On
July 8, 2019, the Company, entered into a Securities Purchase Agreement with Labrys Fund, LP (“Labrys”), pursuant to which
the Company issued a Convertible Promissory Note in the aggregate principal amount of $282,000 for net proceeds of $253,800 after
an original issue discount of $28,200. The Note had a maturity date of January 8, 2020 and bore interest at the rate of twelve percent
per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or upon acceleration
or by prepayment or otherwise. The Company had the right to prepay the Note in terms of agreement. The outstanding principal amount of
the Note was convertible at any time and from time to time at the election of Labrys during the period beginning on the date that is
180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 60% of the lowest closing
bid price of the Company’s common stock for the thirty trading days prior to conversion. In
connection with the issuance of the convertible promissory note to Labrys, the Company issued 2,700,000 returnable shares.
These shares were returnable if the note was paid prior to maturity date on January 8, 2020. The company had not repaid the note
on the maturity date, January 8, 2020, therefore the 2,700,000 shares were recorded as a charge to expense as an additional fee amounting
to $165,780, the value of the shares on the date of issuance. Between
January 15, 2020 and February 25, 2020, in terms of conversion notices received, Labrys converted the aggregate principal sum of $8,936 and
interest of $19,867 into 479,160,076 shares of common stock at an average conversion price of 0.00006 per share. On
May 15, 2020 the Company entered into an amended agreement with Labrys Fund LP whereby default interest and penalties were waived, no
further conversions will be effectuated and the Company committed to make eight equal payments of $25,000 commencing on October 15, 2020,
in full settlement of the balance outstanding. No event of default will occur as long as the Company makes all scheduled payments. Between
October 21, 2020 and November 30, 2020, the Company repaid principal of $37,500. The Company was unable to adhere to the amended repayment
schedule and default penalty and penalty interest was reinstated. On
November 30, 2020, Labrys converted principal of $235,564 and interest thereon of $20,416 into 91,421,457 shares
of common stock, realizing a gain on conversion of $4,571, thereby extinguishing the note. On
November 30, 2020, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible
Promissory Note in the aggregate principal amount of $275,000 for net proceeds of $239,050 after an original issue discount
of $27,500 and certain legal expenses. The Note has a maturity date of November 30, 2021 and bears interest at the rate
of twelve percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity or
upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note in terms of agreement. The outstanding
principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning
on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to
60% of the lowest closing bid price of the Company’s common stock for the thirty trading days prior to conversion. In
connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase
100,000,000 shares of common stock at an exercise price of $0.00205 per share. The value of the warrant was accounted for as a debt discount. On
May 3, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $57,000 including
interest thereon of $33,000 into 100,000,000 shares of common stock. On
July 7, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $100,800 into 112,000,000 shares
of common stock. On
September 28, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $54,000 into 60,000,000 shares
of common stock. On
October 8, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $55,800 into 62,000,000 shares
of common stock. On
October 15, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $7,400 into 8,222,222 shares
of common stock. On
May 7, 2021, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible
Promissory Note in the aggregate principal amount of $550,000 for net proceeds of $477,700 after an original issue discount
of $55,000 and certain legal expenses of $17,300. The Note has a maturity date of May 7, 2022 and bears interest at the
rate of eleven percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity
or upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note in terms of agreement. The outstanding
principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning
on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to
$0.005, subject to anti-dilution adjustments. In
connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase
91,666,666 shares of common stock at an exercise price of $0.006 per share. The value of the warrant was accounted for as a debt discount. On
November 23, 2021, in terms of a conversion notice received by the company, Labrys converted the aggregate principal sum of $6,329 and
interest of $60,500 into 75,000,000 shares of common stock. On
June 2, 2021, the Company, entered into a Securities Purchase Agreement with Labrys, pursuant to which the Company issued a Convertible
Promissory Note in the aggregate principal amount of $230,000 for net proceeds of $200,000 after an original issue discount
of $23,000 and certain legal expenses of $7,000. The Note has a maturity date of June 2, 2022 and bears interest at the
rate of eleven percent per annum from the date on which the Note was issued until the same became due and payable, whether at maturity
or upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note in terms of agreement. The outstanding
principal amount of the Note was convertible at any time and from time to time at the election of Labrys during the period beginning
on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to
$0.004, subject to anti-dilution adjustments. In
connection with the issuance of the convertible promissory note to Labrys, the Company granted Labrys a five-year warrant to purchase
52,272,727 shares of common stock at an exercise price of $0.0044 per share. The value of the warrant was accounted for as a debt discount. Ed
Blasiak On
September 14, 2020, the Company entered into a Securities Purchase Agreement with Ed Blasiak (“Blasiak”), pursuant to which
the Company issued a senior secured convertible promissory note in the aggregate principal amount of $55,000, including an original issue
discount of $5,000. The note bears interest at 6.5% per annum and matures on September 14, 2021. The note is senior to any
future borrowings and commencing on October 1, 2020 the Company will make monthly payments of the accrued interest under the note. The
note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a conversion price at the option
of the holder at $0.001 per share, adjusted for anti-dilution provisions; or 80% of the price per share of subsequent equity financings
or; after six months 60% of the lowest trading price during the preceding six month period. On
September 14, 2020, the Company entered into a five year option agreement with Ed Blasiak (“Blasiak”) whereby the Company
agreed to sell to Blasiak a portion of the total outstanding shares of ATHI. The Company provided Blasiak an option to purchase 2.5%
of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Blasiak made to the Company
totaling $50,000. Blasiak shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made
by Blasiak to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. Joshua
Bauman On
September 14, 2020, the Company entered into a Securities Purchase Agreement with Joshua Bauman (“Bauman”), pursuant to which
the Company issued a senior secured convertible promissory note in the aggregate principal amount of $110,000, including an original issue
discount of $10,000. The note bears interest at 6.5% per annum and matures on September 14, 2021. The note is senior to any
future borrowings and commencing on October 1, 2020 the Company will make monthly payments of the accrued interest under the note. The
note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a conversion price at the option
of the holder at $0.001 per share, adjusted for anti-dilution provisions; or 80% of the price per share of subsequent equity financings
or; after six months 60% of the lowest trading price during the preceding six month period. On
October 29, 2020, the Company entered into a five year option agreement entered into with Bauman, so that the Company agreed to sell to
Bauman a portion of the total outstanding shares of ATHI. The Company provided Bauman an option to purchase 6.25% of ATHI from the Company
for a purchase consideration of $0.0001 per share, based on the advances that Bauman made to the Company totaling $125,000. Bauman
shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Bauman to the Company,
thereafter the option will be reduced to 50% of the shares exercisable under the option. On
June 8, 2021, in terms of a conversion notice received by the company, Bauman converted the aggregate principal sum of $100,000 including
interest thereon of $5,563 into 106,313,288 shares of common stock. On
October 25, 2021, in terms of a conversion notice received by the company, Bauman converted the aggregate principal sum of $37,500 including
interest thereon of $1,155 into 39,405,310 shares of common stock, thereby extinguishing the note. On
October 21, 2021, the Company entered into a Securities Purchase Agreement with Joshua Bauman (“Bauman”), pursuant to which
the Company issued a senior secured convertible promissory note in the aggregate principal amount of $150,000, including an original issue
discount of $16,250. The note bears interest at 11.0% per annum, which is guaranteed and earned in full on issue date and matures
on October 21, 2022. The note may be prepaid at certain prepayment penalties and is convertible into shares of common stock at a
conversion price at the option of the holder at $0.001 per share, adjusted for anti-dilution provisions. Geneva
Roth Remark Holdings, Inc On
October 29, 2020, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory
Note in the aggregate principal amount of $88,000, for net proceeds of $85,000 after the payment of legal fees and origination fees
amounting to $3,000. The note has a maturity date of August 29, 2021 and bears interest at the rate of 9.0% per annum. The
outstanding principal amount of the note is convertible at any time and from time to time at the election of the purchaser. 180 days
after the issued date into shares of the Company’s common stock at 61% of the lowest trade price during the ten consecutive trading
days immediately prior to conversion. The principal plus the accrued interest of the Note may be prepaid by the Company prior to the
expiry of 180 days from issuance date at a prepayment penalty ranging from 112% to 130%. On
November 24, 2020, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued a Convertible Promissory
Note in the aggregate principal amount of $53,000, for net proceeds of $50,000 after the payment of legal fees and origination fees
amounting to $3,000. The note has a maturity date of October 15, 2021 and bears interest at the rate of 9.0% per annum. The
outstanding principal amount of the note is convertible at any time and from time to time at the election of the purchaser. 180 days
after the issued date into shares of the Company’s common stock at 61% of the lowest trade price during the ten consecutive trading
days immediately prior to conversion. The princ |
