CONVERTIBLE NOTES PAYABLE

12 Months Ended

Dec. 31, 2021

NOTE 12 – CONVERTIBLE NOTES PAYABLE

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

SCHEDULE OF CONVERTIBLE NOTES PAYABLE


	December 31,
	2021			2020
Dated September 15, 2017	$	16,152		$	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
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
Dated May 17, 2019		27,825			27,825
Dated August 1, 2019		-			56,194
Dated August 7, 2019		55,125			55,125
Dated October 3, 2019		-			5,350
Dated October 25, 2019		6,825			6,825
Dated March 19, 2020		-			33,600
Dated March 25, 2020		33,600			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		27,500			-
Dated June 25, 2021		55,125			-
Dated July 12, 2021		55,125			-
Dated July 13, 2021		55,125			-
Dated August 3, 2021		66,150			-
Dated August 24, 2021		66,150			-
Dated September 14, 2021		66,150			-
Total convertible notes payable		1,353,447			1,273,107

Less: Unamortized debt discount		(140,522	)		(4,460	)

Total convertible notes		1,212,926			1,268,647

Less: current portion of convertible notes		1,212,926			1,268,647
Long-term convertible notes	$	-		$	-

On April 21, 2021 the Company entered into a promissory note agreement with Adar Alef, LLC (“Adar”) for loans totalling $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 totalling $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 totalling $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 totalling $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 totalling $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 totalling $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 of additional loans from SBI Investments under the original convertible note agreement dated November 14, 2017 totalling $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.

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 $5,125. The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

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 $5,125. The note is convertible after 181 days at a (i) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On August 3, 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) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On August 24, 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) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

On September 14, 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) $0.0035 ceiling or (ii) 60% of the lowest trading price over the past twenty trading days prior to the conversion date.

During the years ended December 31, 2021 and 2020, the Company recognized interest expense of $2,528,426 and $471,579, respectively, which represented the amortization of original issue discounts and debt discounts. As of December 31, 2020, As of December 31, 2021 and , the unamortized debt discount of $140,522 and $4,460 are related to the new convertible notes issued in 2021 and 2020.

During the year ended December 31, 2021, the Company converted principal and unpaid accrued interest totaling $730,658 into an aggregate of 9,815,281,620 shares of common stock. During the year ended December 31, 2020, the Company converted principal and unpaid accrued interest totalling $120,300 into an aggregate of 785,026,210 shares of common stock.

The Company has twenty-one (28) outstanding convertible notes as of December 31, 2021 with a total outstanding principal of $1,353,447. The 2020 notes matured in September 2020. The 2021 notes mature between April and September 2022. These notes carry an interest rate ranging between 8% and 12% per annum. The notes carry original issue discounts ranging between 10% to 25% of the face value of each note.

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 included in the conversion price shall be: 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 years ended December 31, 2021 and 2020:

	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 12 31 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		-		-		(19,161	)		130,992		-		(90	)		(37,125	)		-
1		SBI Investment	$	187,500		11/14/2017		5/14/2018		-		187,500		-		-			-			187,500		-		-			-			187,500		-		-					187,500		-		-			(171,348	)		16,152
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	)		-		-		-					-		-		-			-			-
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	)		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	)		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	)		111,276		-		-			(111,276	)		-
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		-		250			(26,750	)		-
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		-		(434	)		(55,760	)		-
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		-		224			(5,574	)		-
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		-			-			28,875
32		SBI Investment	$	33,000		4/30/21		5/1/22		3,000		-		-		-			-					-		-			-			-		-		-					-		33,000		-			-			33,000
33		Adar Alef Omnibus 7th Tranche	$	28,875		5/4/21		5/4/22		3,875		-		-		-			-					-		-			-			-		-		-					-		28,875		-			-			28,875
34		Adar Alef Omnibus 8th Tranche	$	55,125		5/12/21		5/13/22		5,125		-		-		-			-					-		-			-			-		-		-					-		55,125		-			-			55,125
35		SBI Investment	$	44,000		5/17/21		5/17/22		4,000		-		-		-			-					-		-			-			-		-		-					-		44,000		-			-			44,000
36		Adar Alef Omnibus 9th Tranche	$	55,125		5/28/21		5/28/22		5,125		-		-		-			-					-		-			-			-		-		-					-		55,125		-			-			55,125
37		Adar Alef Omnibus 10th Tranche	$	55,125		6/9/21		6/10/22		5,125		-		-		-			-					-		-			-			-		-		-					-		55,125		-			-			55,125
38		SBI Investment	$	27,500		6/24/21		6/25/22		2,500		-		-		-			-					-		-			-			-		-		-					-		27,500		-			-			27,500
39		Adar Alef Omnibus 11th Tranche	$	55,125		6/25/21		6/26/22		5,125		-		-		-			-					-		-			-			-		-		-					-		55,125		-			-			55,125
40		Adar Alef Omnibus 12th Tranche	$	55,125		7/12/21		7/12/22		50,000		-		-		-			-					-		-			-			-		-		-					-		55,125		-			-			55,125
41		Adar Alef Omnibus 12th Tranche	$	55,125		7/13/21		7/13/22		50,000		-		-		-			-					-		-			-			-		-		-					-		55,125		-			-			55,125
42		Adar Alef Omnibus 13th Tranche	$	66,150		8/3/21		8/3/22		60,000		-		-		-			-					-		-			-			-		-		-					-		66,150		-			-			66,150
43		Adar Alef Omnibus 14th Tranche	$	66,150		8/24/21		8/24/22		60,000		-		-		-			-					-		-			-			-		-		-					-		66,150		-			-			66,150
44		Adar Alef Omnibus 14th Tranche	$	66,150		9/14/21		9/14/22		60,000		-		-		-			-					-		-			-			-		-		-					-		66,150		-			-			66,150
		Convertible note total								531,771		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		691,450		(83	)		(517,250	)		1,353,447

As additional consideration, the Company is to issue to Adar Bays Capital shares of common stock with a value equal to 25% of each note, determined at the time of signing of each note.

As of December 31, 2020, all 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 during 2019. The Company entered into new convertible note agreements in 2021 and the related original discounts will be amortized over the life of the note. These new convertible note agreements are not considered in default.

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 on all convertible notes prior to 2021. Management calculated the amount utilizing additional premiums, accrued interest and default accrued interest as per the agreements. As of December 31, 2021 and 2020, the Company recorded a general default reserve of $1,364,204 and $2,278,648, respectively.