CONVERTIBLE NOTES PAYABLE

6 Months Ended

Jun. 30, 2021

NOTE 11 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable at June 30, 2021 and December 31, 2020 consists of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	June 30,			December 31,
	2021			2020
Dated September 15, 2017	$	187,590		$	318,492
Dated April 25, 2018		40,123			40,123
Dated September 21, 2018		56,714			56,714
Dated October 18, 2018		60,000			60,000
Dated November 28, 2018		33			33
Dated November 28, 2018		10,383			21,700
Dated November 29, 2018		25,000			25,000
Dated December 13, 2018		105,000			105,000
Dated January 15, 2019		115,000			115,000
Dated February 7, 2019		-			111,276
Dated February 19, 2019		-			64,500
Dated February 19, 2019		55,125			55,125
Dated March 13, 2019		55,125			55,125
Dated May 14, 2019		26,500			26,500
Dated May 17, 2019		27,825			27,825
Dated August 1, 2019		56,194			56,194
Dated August 7, 2019		55,125			55,125
Dated October 3, 2019		5,350			5,350
Dated October 25, 2019		6,825			6,825
Dated March 19, 2020		33,600			-
Dated March 25, 2020		33,600			-
Dated April 21, 2021		28,875			-
Dated April 30, 2021		33,000			-
Dated May 4, 2021		28,875			-
Dated May 12, 2021		55,125			-
Dated May 17, 2021		44,000			-
Dated May 28, 2021		55,125			-
Dated June 9, 2021		55,125			-
Dated June 24, 2021		27,000			-
Dated June 25, 2021		55,125			-

Total convertible notes payable		1,337,863			1,273,107

Less: Unamortized debt discount		(201,970	)		(4,460	)

Total convertible notes		1,135,893			1,268,647

Less: current portion of convertible notes		1,135,893			1,268,647
Long-term convertible notes	$	(0	)	$	(0	)

On April 21, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totaling $28,875. The consideration to the Company is $25,000 with $3,875 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On May 4, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totaling $28,875. The consideration to the Company is $25,000 with $3,875 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On May 12, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totaling $55,125. The consideration to the Company is $50,000 with $5,125 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On May 28, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totaling $55,125. The consideration to the Company is $50,000 with $5,125 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On June 9, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totaling $55,125. The consideration to the Company is $50,000 with $5,125 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On June 25, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totaling $55,125. The consideration to the Company is $50,000 with $5,125 legal fees and OID. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

During the second quarter 2021, beginning on April 30, 2021 and ending June 24, 2021 the Company received a series additional loans from SBI Investments under the original convertible note agreement dated November 14, 2017 totaling $104,500 in exchange for $95,000 in cash. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

During the three months ended June 30, 2021 and 2020, the Company recognized interest expense of $1,681,479 and $100,788, respectively, which represented the amortization of original issue discounts and debt discounts. As of December 31, 2019, all original issue and debt discounts pertaining to outstanding convertible notes were fully amortized. As of June 30, 2021, the unamortized debt discount of $201,970 are related to the new convertible notes issued during the first quarter and second quarter of 2021.

During the three months and six months ended June 30, 2021, the Company converted principal and unpaid accrued interest and penalties totaling $598,095 and $672,948 into an aggregate of 4,419,451,103 and 5,223,250,935 shares of common stock.

The Company has thirty-seven (37) outstanding convertible notes as of June 30, 2021 with a total outstanding principal of $1,133,863. The 2019 notes mature from January 2020 to May 2020. The 2020 notes mature in September 2020. The 2021 notes mature in May 2022. These notes carry an interest rate ranging between 8% and 12% per annum. The notes carry an original issue discounts ranging between 10% to 25% of the face value of each note.

As a subsequent event, during the third quarter of 2021, SBI Investments converted $ 40,000 of interest and penalties of the outstanding convertible note into 751,506,833 shares of common stock.

As a subsequent event, during the third quarter of 2021, Adar Alef converted $60,350 of principal and $22,820 of interest of the outstanding convertible note into 1,386,173,500 shares of common stock.

As a subsequent event, on July 9, 2021, the Company received $50,000 from Adar Alef, LLC (“Adar”) from a $55,125 convertible promissory note agreement including fees and legal expenses of $3,600. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

As a subsequent event, on July 12, 2021, the Company received $50,000 from Adar Alef, LLC (“Adar”) from a $55,125 convertible promissory note agreement including fees and legal expenses of $3,600. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

As a subsequent event, on August 2, 2020, the Company received $60,000 from Adar Alef, LLC (“Adar”) from a $66,150 convertible promissory note agreement including fees and legal expenses of $6,150. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date .

The notes may be converted into shares of the Company’s common stock at any time on or after the occurrence of an event of default. The conversion prices of the notes include the conversion price shall be the 60% multiplied by the lowest trading price during the 30 trading days period ending, in holder’s sole discretion on each conversion, on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date.

For some notes, the Company agreed to pay a one-time interest charge of 9% of the principal amount for each note. The notes may be converted at specified times per the respective agreements. The conversion price shall be 75% multiplied by the lowest trading price during the 10 prior trading days period ending on either (i) the last complete trading day prior to conversion date or (ii) the conversion date.

All terms of the notes, including but not limited to interest rate, prepayment terms, conversion discount or look-back period will be adjusted downward if the Company offers more favorable terms to another party, while this note is in effect.

The notes may be redeemed by the Company at rates ranging from 105% to 130% depending on the redemption date provided that no redemption is allowed after the 180^th day.

The following table is a rollforward of activity, by each noteholder, for the six months ended June 30, 2021:

Loan Holder Principal Amount Date Maturity OID & Financing Costs Balance at
12 31 17 Additions Payments Conversion Balance at
12 31 18 Additions Payments Conversion Balance at
12 31 19 Additions Payments Conversion Balance at
12 31 20 Additions Payments Conversion Balance at
6 30 21

1 SBI Investment $ 200,000 9/27/2017 3/15/2018 200,000 75,000 (25,000 ) (93,150 ) 156,850 - - (6,697 ) 150,153 - - $ (19,160.78 ) 130,992 - - $ (130,902 ) 90

1 SBI Investment $ 187,500 11/14/2017 5/14/2018 187,500 - - - 187,500 - - - 187,500 - - 187,500 - - - 187,500

2 LG Capital Funding, LLC $ 185,292 12/8/2017 6/8/2018 17,646 92,646 92,646 - (133,032 ) 52,260 - - (52,260 ) 0 - - 0 - - - 0

3 Cerberus Finance Group Ltd $ 185,292 12/12/2017 6/8/2018 17,646 92,646 92,646 (25,000 ) (53,183 ) 107,109 - (99,684 ) (7,425 ) - - - - - - - -

4 Eagle Equities LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - -

5 Adar Capital LLC $ 50,000 3/15/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - -

6 Bellridge Capital LP $ 60,000 5/17/2018 5/17/2019 10,000 - 60,000 - (44,000 ) 16,000 - - (16,000 ) - - - - - - - -

7 Auctus $ 100,000 4/27/2018 4/25/2019 10,000 - 100,000 - (59,877 ) 40,123 - - - 40,123 - - 40,123 - - - 40,123

8 Bellridge Capital LP $ 60,000 9/17/2018 3/15/2019 10,000 - 60,000 - - 60,000 - - (3,286 ) 56,714 - - 56,714 - - - 56,714

9 Eagles Equity $ 50,000 9/21/2018 3/15/2019 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - -

10 Adar Bay $ 50,000 10/4/2018 10/4/2018 2,500 - 50,000 - (50,000 ) - - - - - - - - - - - -

11 Bellridge Capital LP $ 60,000 10/18/2018 10/18/2019 10,000 - 60,000 - - 60,000 - - - 60,000 - - 60,000 - - - 60,000

12 Adar Alef Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (39,057 ) 25,443 - - $ (25,410.13 ) 33 - - - 33

13 Adar Alef Debt Purchase $ 25,000 11/28/2018 11/29/2019 - 25,000 - (25,000 ) - - - - - - - - - - - -

14 LG Capital Omnibus $ 64,500 11/28/2018 11/29/2019 4,125 - 64,500 - - 64,500 - - (6,630 ) 57,870 - - $ (36,170.00 ) 21,700 - - $ (11,317 ) 10,383

15 LG Capital Debt Purchase $ 25,000 11/29/2018 11/29/2018 - 25,000 - - 25,000 - - - 25,000 - - 25,000 - - - 25,000

16 LG Capital Omnibus $ 105,000 12/13/2018 12/14/2019 5,000 - 105,000 - - 105,000 - - - 105,000 - - 105,000 - - - 105,000

17 LG Capital Omnibus $ 115,000 1/15/2019 1/15/2020 5,750 - - - - - 115,000 - - 115,000 - - 115,000 - - - 115,000

18 Adar Alef Omnibus $ 132,720 2/7/2019 2/7/2020 6,000 - - - - - 132,720 - - 132,720 - - $ (21,444.27 ) 111,276 - - $ (111,276 ) (0 )

19 Adar Alef Debt Note $ 108,055 2/7/2019 2/7/2019 8,371 - - - - - 108,055 - (108,056 ) - - - - - - - -

20 Adar Alef Omnibus $ 64,500 2/19/2019 2/19/2020 4,125 - - - - - 64,500 - - 64,500 - - 64,500 - - $ (64,500 ) -

21 LG Capital Omnibus $ 55,125 2/19/2019 2/19/2020 2,500 - - - - - 55,125 - - 55,125 - - 55,125 - - - 55,125

22 LG Capital Omnibus $ 55,125 3/13/2019 3/13/2020 2,500 - - - - - 55,125 - - 55,125 - - 55,125 - - - 55,125

23 Adar Alef Omnibus #2 Back End $ 26,500 5/14/2019 2/20/2020 1,500 - - - - - 26,500 - - 26,500 - - 26,500 - - - 26,500

24 LG Capital Omnibus #5 $ 27,825 5/17/2019 5/15/2020 2,825 - - - - - 27,825 - - 27,825 - - 27,825 - - - 27,825

25 Adar Alef Omnibus #2 BE 3rd Tranche $ 53,500 8/1/2019 2/7/2020 50,000 - - - - - 56,194 - - 56,194 - - 56,194 - - - 56,194

26 LG Capital Omnibus #7 $ 55,125 8/6/2019 2/7/2020 50,000 - - - - - 55,125 - - 55,125 - - 55,125 - - - 55,125

27 Adar Alef Omnibus #2 BE 4th Tranche $ 5,350 10/3/2019 2/7/2020 5,000 - - - - - 5,350 - - 5,350 - - 5,350 - - - 5,350

28 LG Capital Omnibus #8 $ 6,825 10/25/2019 10/26/2020 5,000 - - - - - 6,825 - - 6,825 - - 6,825 - - - 6,825

29 Adar Alef Omnibus # 5th Tranche $ 33,600 3/19/2020 9/19/2020 3,600 - - - - - - - - - $ 33,600 33,600 - - - 33,600

30 LG Capital Funding, LLC $ 33,600 3/25/2020 9/20/2020 3,600 - - - - - - - - - $ 33,600 33,600 - - - 33,600

31 Adar Alef Omnibus 6th Tranche $ 28,875 4/21/21 4/21/22 3,875 - - - - - - - - - - - - - - - 28,875

32 SBI Investment $ 33,000 4/30/21 5/1/22 3,000 - - - - - - - - - - - - - - - 33,000

33 Adar Alef Omnibus 7th Tranche $ 28,875 5/4/21 5/4/22 3,875 - - - - - - - - - - - - - - - 28,875

34 Adar Alef Omnibus 8th Tranche $ 55,125 5/12/21 5/13/22 5,125 - - - - - - - - - - - - - - - 55,125

35 SBI Investment $ 44,000 5/17/21 5/17/22 4,000 - - - - - - - - - - - - - - - 44,000

36 Adar Alef Omnibus 9th Tranche $ 55,125 5/28/21 5/28/22 5,125 - - - - - - - - - - - - - - - 55,125

37 Adar Alef Omnibus 10th Tranche $ 55,125 6/9/21 6/10/22 5,125 - - - - - - - - - - - - - - - 55,125

38 SBI Investment $ 27,500 6/24/21 6/25/22 2,500 - - - - - - - - - - - - - - - 27,500

39 Adar Alef Omnibus 11th Tranche $ 55,125 6/25/21 6/26/22 5,125 - - - - - - - - - - - - - - - 55,125

Convertible note total 251,771 572,792 1,024,292 (50,000 ) (608,242 ) 938,842 708,344 (99,684 ) (239,411 ) 1,308,092 67,200 - (102,185 ) 1,273,107 - - (317,995 ) 1,337,862

As of December 31, 2019, several notes were past maturity, in default and due on demand. As such, the Company accelerated the amortization of the remaining unamortized original issue and debt discounts. As of June 30, 2021 the notes remained in default and due on demand.

The Company calculated a default reserve which represents the additional amount the Company would have to pay to all note holders in the event of the default. SBI Investments have notified the company of default during the 2^nd quarter on 2021 on their September 2017 convertible note. Management calculated the amount utilizing additional premiums, accrued interest and default accrued interest as per the agreements. As of June 30, 2021 and December 31, 2020, the Company recorded a general default reserve of $1,732,106 and $2,278,648, respectively.

In December 2020 and continuing, as a further series of subsequent events, the Company’s 12 Retail subsidiary has received short term funding from a private investor ranging between $30,000 and $50,000 in advances that are paid back and renewed in 45 to 60 day intervals for inventory and special orders for customers.

On March 18, 2021 the Company received $30,000 from Adar Alef, LLC (“Adar”) from a $33,600 convertible promissory note agreement including fees and legal expenses of $3,600. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On March 25, 2021 the Company received $30,000 from LG Capital, LLC (“LG”) from a $33,600 convertible promissory note agreement including fees and legal expenses of $3,600. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On April 30, 2021, the Company received $30,000 from SBI, $40,000 on May 17, 2021 and $25,000 on June 24, 2021.

Between April 21, 2021 and June 24 2021, the Company received $250,000 from Adar Alef in exchange for $278,250 in convertible debt.

On May 6, 2021, the Company received $30,000 as an additional advance from Oasis Capital pursuant to previous agreements with Oasis and on May 13, 2021 an additional $50,000.

In May 2021, advisory board member, Richard Berman invested $50,000 in exchange for preferred shares with the option to invest a further $100,000 over the next few months.

As a subsequent event, on July 9, 2021 the Company received $50,000 from Adar Alef, LLC (“Adar”) from a $55,125 convertible promissory note agreement including fees and legal expenses of $3,600. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

As a subsequent event, on August 2, 2021, the Company received $60,000 from Adar Alef, LLC (“Adar”) from a $66,150 convertible promissory note agreement including fees and legal expenses of $6,150. The note is convertible after 181 days at a (i) $0.0075 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.