CONVERTIBLE NOTES PAYABLE | 10. CONVERTIBLE NOTES PAYABLE Some of the Convertible Notes issued as described below included anti-dilution provisions that allowed for the adjustment of the conversion price. The Company considered the guidance provided by the FASB in “Determining Whether an Instrument Indexed to an Entity’s Own Stock,” the result of which indicates that the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that, as the conversion price of the Notes issued in connection therewith could fluctuate based future events, such prices were not fixed amounts. As a result, the Company determined that the conversion features of the Notes issued in connection therewith are not considered indexed to the Company’s stock and characterized the value of the conversion feature of such notes as derivative liabilities. As of December 31, 2021, and 2020, the Company had convertible debt outstanding of $ 2,077,753 2,584,967 444,500 66,315 0 108,320 1,051,264 1,192,044 During the year ended December 31, 2021, the Company converted $ 885,691 388,143 13,000 109,234,241 During the years ended December 31, 2020, the Company converted $ 196,291 49,466 53,255 5,014,696 In addition to the conversions of convertible debt into common stock, the Company converted convertible debt principal of $150,000 and accrued interest of $225,800 into 140,799 shares of preferred series B stock. The series B stock has a par value of $.001 and a stated value of $4.00 per share. Convertible notes as of December 31, 2021 and 2020 are summarized as follows: Schedule of convertible notes summary December 31, 2021 December 31, 2020 Convertible notes payable $ 2,077,753 $ 2,584,967 Discounts on convertible notes payable – (108,320 ) Total convertible debt less debt discount 2,077,753 2,476,647 Current portion 2,077,753 2,476,647 Long-term portion $ – $ – Convertible Notes Payable – Unrelated Party Note 1 On March 11, 2009, the Company entered into an unsecured Convertible Debenture (“Debenture 2”) with a shareholder in the amount of $15,000. Debenture 2 bore interest at 12% per year, matured on March 11, 2014. All principal and unpaid accrued interest was due at maturity. The Company was in default on Debenture 2. The note is in default and currently accrues interest at the default interest rate of 12%. Note 7 On February 9, 2016, the Company entered into a 15% convertible line of credit with an unrelated entity in the amount up to $50,000. On February 9, 2016, the Company received $17,500 cash for the line of credit, which matured on February 9, 2017. Note 7, is currently in default and accrues at a default interest rate of 20%. Note 7-1 On October 28, 2016, the Company received $25,000 cash pursuant to the terms of Note 7, which matured on October 28, Note 7-1 is currently in default and accrues at a default interest rate of 20%. Note 8 On March 8, 2016, the Company entered into a 15% convertible promissory note in the principal of $50,000 with an unrelated entity for services rendered. Note 8 is matured on March 8, 2017. Note 8 is currently in default and accrues at a default interest rate of 20%. Note 9 On September 12, 2016, the Company entered into a 10% convertible promissory note in the principal of $80,000 with an unrelated entity for services rendered. Note 9 is matured on September 12, 2017 Note 9 is currently in default and accrues at a default interest rate of 20%. Note 10 On January 24, 2017, the Company entered into a 10% convertible promissory note in the principal of $80,000 with an unrelated entity for services rendered. Note 10 is matured on January 24, 2018. Note 10 is currently in default and accrues at a default interest rate of 20%. Note 11-1 On February 21, 2017, the Company received $25,000 cash pursuant to the terms of Note 11, which matured on February 21, 2018. Note 11-1 is currently in default and accrues at a default interest rate of 20%. Note 11-2 On March 16, 2017, the Company received $40,000 cash pursuant to the terms of Note 11-2, which matured on March 16, 2018. Note 11-2 is currently in default and accrues at a default interest rate of 20%. Note 13-1 & -2 On April 21, 2017, the Company entered into a convertible promissory note with an unrelated entity in the amount $330,000, with original issue discount of $30,000 for net cash to the company of $300,000 . Note 13-1 matured on April 21, 2018. On July 24, 2018, Note 13-1 was purchased by an unrelated party with a new Replacement Convertible Promissory Note (“Note 13-2”) in the amount of $237,909. The note is in default and currently accrues interest at the default interest rate of 18%. Note 22, 22-1 and 22-3 On July 10, 2018, the Company entered into a Senior Secured Convertible Promissory Note with an unrelated entity in the amount $1,040,000, with original issue discount of $103,000, expenses of $64,160 and an interest deposit of $20,000 resulting in net cash to the company of $852,840. The notes 22, 22-1 and 22-3 are in default and currently accrues interest at the default interest rate of 24%. On February 20, 2019, the Company executed an addendum to Note 22, whereby the Company will receive 2 additional tranches. The first upon closing, the Company received $55,216 less expenses of $5,216 resulting in net cash to the Company of $50,000 and on April 10, 2019, the Company received the second tranche, upon completing certain events, of $55,616 less expenses of $5,616 resulting in net cash of $50,000 which was paid directly to a certain vendor. Note 25 On August 13, 2018, the Company entered into a Convertible Promissory Note with an unrelated entity in the amount $126,560, with original issue discount of $13,560 and expenses of $13,000 resulting in net cash to the company of $100,000. Note 25 matured February 13, 2019 and is currently in default. The default interest rate is 18%. Note 26 On August 10, 2017, the Company entered into a Debt Purchase Agreement with an unrelated entity in the amount $20,000. The Note matured January 27, 2018 and is currently in default. The default interest rate is 15%. Note 29, 29 On May 10, 2019, the Company entered into an 8% Convertible Secured Redeemable Note with an unrelated entity in the amount $150,000 and expenses of $7,500 resulting in net cash to the company of $142,500. Note 29 secured, prior to maturity of May 10, 2020. On November 8, 2019, Note 29 was purchased by and assigned to an unrelated party upon execution of Amendment No. 1 to Convertible Promissory Note. The amount assigned was the existing principal amount of the Note 29 of $150,000 and accrued interest of $5,917.81 (“Note 29-1”) plus a new 8% Convertible Secured Redeemable Note (“Note 29-2). The total amount assigned to the new note holder is $218,284.93. Note 29-2 bears interest at 8%, matured on November 8. The note is in default and currently accrues interest at the default interest rate of 24%. Note 31 On August 28, 2019, the Company entered into an 8% Convertible Secured Redeemable Note with an unrelated entity in the amount $120,000, with expenses of $6,000 resulting in net cash to the company of $114,000. Note 31 matured August 28, 2020. The note is in default and currently accrues interest at the default interest rate of 24%. Note 32 On May 22, 2019, the Company received $25,000 from a draw on the line of credit. Note 32 matured May 22, 2020. The note is in default and currently accrues interest at the default interest rate of 20%. Note 33 On February 11, 2020, the Company entered into a 6% Convertible Promissory Note with an unrelated entity in the amount $157,500, with original issue discount of $7,500 and expenses of $7,500 resulting in net cash to the company of $142,500. The note is in default and currently accrues interest at 6%. Note 34 On May 18, 2020, the Company entered into a 6% Convertible Promissory Note with an unrelated entity in the amount $63,000 and expenses of $3,000 resulting in net cash to the company of $60,000. The note is in default and currently accrues interest at the default interest rate of 22%. Note 35 On August 24, 2020, the Company entered into a 6% Convertible Promissory Note with an unrelated entity in the amount $85,000 with expenses of $3,500 resulting in net cash to the company of $81,500. The note is in default and currently accrues interest at the default interest rate of 22%. Note 36-1 On September 3, 2020, the Company entered into a 10% Senior Secured Convertible Promissory Note (“10% Senior Secured Note”) with an unrelated entity in the amount of $733,500, with a gross amount of original issue discount of $183,500 resulting in a gross net cash available to the company of $550,000. Note 36-1 matures September 03, 2021 The first tranche (Note 36-1) executed upon closing was a principal amount of $122,400, less original issue discount of $30,000 and expenses of $7,500 resulting in net cash of $84,900. The note is in default and currently accrues interest at the default interest rate of 18%. Note 36-2 On November 3, 2020, the Company executed the second tranche of the 10% Senior Secured Note The second tranche was a principal amount of $120,000, less original issue discount of $30,000 resulting in net cash of $90,000. The note is in default and currently accrues interest at the default interest rate of 18%. Note 36-3 On December 29, 2020, the Company executed the third tranche of the 10% Senior Secured Note The third tranche was a principal amount of $120,000, less original issue discount of $30,000 resulting in net cash of $90,000. The note is in default and currently accrues interest at the default interest rate of 18%. Note 36-4 On May 5, 2021, the Company executed the fourth tranche of the 10% Senior Secured Note The fourth tranche was a principal amount of $187,500, less original issue discount of $37,500 resulting in net cash of $150,000. The note is in default and currently accrues interest at the default interest rate of 18%. Note 37-1 On September 03, 2020, the Company entered into a 10% Senior Secured Convertible Promissory (“Second 10% Senior Secured Note”) Note with an unrelated entity in the amount $200,000, with original issue discount of $50,000 resulting in net cash available to the company of $150,000. The note is in default. This Note became eligible to convert March 31, 2021 and is convertible into shares of the Company’s common stock as defined in the agreement The first tranche executed upon closing was a principal amount of $67,000, less original issue discount of $17,000 and expenses of $1,500 resulting in net cash of $48,500. The note is in default and currently accrues interest at the default interest rate of 18%. Note 37-2 On November 02, 2020, the Company executed the second tranche of the 10% Senior Secured Note. The second tranche was a principal amount of $66,500, less original issue discount of $16,500 resulting in net cash of $50,000 The note is in default and currently accrues interest at the default interest rate of 18%. Note 37-3 On December 29, 2020, the Company executed the second tranche of the 10% Senior Secured Note. The second tranche was a principal amount of $66,500, less original issue discount of $16,500 resulting in net cash of $50,000. The note is in default and currently accrues interest at the default interest rate of 18%. Note 38 On February 9, 2021, the Company entered into a 6% Convertible Promissory Note with an unrelated entity in the amount $103,500 and expenses of $3,500 resulting in net cash to the company of $100,000. Note 39 On April 26, 2021, the Company entered into a 6% Convertible Promissory Note with an unrelated entity in the amount $153,500 and expenses of $3,500 resulting in net cash to the company of $150,000. Previously, the valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of the Black-Scholes Option Pricing Model (“Black-Scholes Model”). Schedule of derivative liabilities Original Account Balance at 1-1-21 Adjustment to Remove the Derivative Liability Original Account Balance at 1-1-21 (Restated) Derivative Liability 2,903,663 (2,903,663 ) – Upon adoption of ASU 2020-06, we reclassified the previously identified beneficial conversion features to the associated debt. We also determined, that in accordance with ASU 2017-11, such beneficial conversion features are not considered a liability classified derivative. The following is a schedule of convertible notes payable as of and for the year ended December 31, 2021. Schedule of convertible notes details Note # Issuance Maturity Principal Balance 12/31/20 New Loan Cash Paydown Principal Conversions Shares Issued Upon Conversion Principal Balance 12/31/21 Accrued Interest on Convertible Debt at 12/31/20 Interest Expense On Convertible Debt For the Period Ended 12/31/21 Accrued Interest on Convertible Debt at 12/31/21 Unamortized Debt Discount At 12/31/21 1 8/21/2008 8/21/2009 $ 150,000 $ – $ – $ (150,000 ) 140,799 $ – $ 222,608 $ – $ – $ – 7 2/9/2016 On demand 8,485 – – (8,485 ) 18,024,012 – 4,109 1,167 – – 7-1 10/28/2016 10/28/2017 25,000 – – (15,000 ) – 10,000 29,963 4,190 10,899 – 9 9/12/2016 9/12/2017 80,000 – – (29,920 ) 17,278,267 50,080 63,876 12,639 4,141 – 10 1/24/2017 1/24/2018 55,000 – – (42,355 ) 4,714,626 12,646 29,736 3,166 14,831 – 11-2 3/16/2017 3/16/2018 21,345 – – (4,000 ) – 17,345 6,374 3,469 9,843 – 13-2 7/24/2018 1/24/2019 43,961 – – – – 43,961 26,200 7,913 34,113 – 22 7/10/2018 1/10/2021 838,433 – (66,315 ) – – 772,118 75,040 – – – 22-1 2/20/2019 1/10/2021 61,704 – – – – 61,704 13,754 14,768 28,523 – 22-3 4/10/2019 1/10/2021 56,095 – – – – 56,095 11,877 13,426 25,303 – 25 8/13/2018 2/13/2019 118,292 – – (118,292 ) 17,823,255 – 5,788 4,169 – – 26 8/10/2017 1/27/2018 20,000 – – – – 20,000 7,533 2,992 10,525 – 29-1 11/8/2019 11/8/2020 101,374 – – (101,374 ) 13,561,809 – 19 3,683 2,283 – 29-2 11/8/2019 11/8/2020 62,367 – – (25,763 ) – 36,604 14,968 9,283 11,374 – 31 8/28/2019 8/28/2020 61,839 – (9 ) (61,830 ) 5,247,042 – 14,059 1,447 8,385 – 32 5/22/2019 5/22/2020 25,000 – – – – 25,000 7,291 4,986 12,277 – 33 2/11/2020 2/11/2021 153,672 – 500 (154,172 ) 15,522,516 – 8,214 1,277 – – 34 5/18/2020 5/18/2021 50,200 – (200 ) (50,000 ) 4,121,766 – 1,876 233 219 – 35 8/24/2020 8/24/2021 85,000 – – (85,000 ) 5,759,130 – 1,811 813 74 – 36-1 9/3/2020 1/3/2021 122,400 – – – – 122,400 3,934 21,972 25,906 – 36-2 11/3/2020 3/3/2021 122,400 – – – – 122,400 1,934 21,972 23,906 – 36-3 12/29/2020 4/29/2021 122,400 – – – – 122,400 98 21,972 22,070 – 36-4 5/5/2020 9/5/2021 – 187,500 – – – 187,500 – 22,131 22,131 – 37-1 9/3/2020 6/30/2021 67,000 – – – – 67,000 2,197 6,682 8,878 – 37-2 11/2/2020 8/31/2021 66,500 – – – – 66,500 1,090 6,632 7,722 – 37-3 12/29/2020 9/30/2021 66,500 – – – – 66,500 55 6,632 6,686 – 38 2/9/2021 2/9/2022 – 103,500 – (39,500 ) 7,181,818 64,000 – 4,614 4,614 – 39 5/10/2021 5/10/2022 – 153,500 – – – 153,500 – 5,915 5,915 – $ 2,584,967 $ 444,500 $ (66,024 ) $ (885,691 ) 109,375,040 $ 2,077,753 $ 554,404 $ 208,143 $ 300,618 $ – |