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FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2023

Factoring Advances And Non-convertible Notes Payable

FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE

NOTE 8 – FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE

Factoring Advances

On December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $3,025,000 for a purchase price of $2,500,000. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $60,020 through December 2023. The advance matured on December 15, 2023. There was amortization of debt discount of $492,540 during the three months ended March 31, 2023. The Company made cash repayments of $695,198 during the three months ended March 31, 2023 and the remaining $2,149,742 balance was repaid out of the proceeds of another advance. As of March 31, 2023 and December 31, 2022, the revenue factoring advance had a balance of $0 and $2,352,000, net an unamortized debt discount of $0 and $492,540, respectively.

On December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $1,815,000 for a purchase price of $1,470,000. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $34,904 through December 2023. The advance matured on December 15, 2023. There was amortization of debt discount of $323,669 during the three months ended March 31, 2023. The Company made cash repayments of $408,136 during the three months ended March 31, 2023 and the remaining $1,302,152 balance was repaid out of the proceeds of another advance. As of March 31, 2023 and December 31, 2022, the revenue factoring advance had a balance of $0 and $1,386,619 net an unamortized debt discount of $0 and $323,670, respectively.

On December 29, 2022, the Company entered into a revenue factoring advance in the principal amount of $1,474,000 for a purchase price of $1,067,000. The Company’s Chief Executive Officer is personally liable for this factoring advance. The Company is required to make weekly payments in the amount $28,346 through January 2024. The advance matures on January 4, 2024. There was amortization of debt discount of $98,468 during the three months ended March 31, 2023. The Company made cash repayments of $340,154 during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the revenue factoring advance had a balance of $827,502 and $1,069,188 net an unamortized debt discount of $306,344 and $404,812, respectively.

On January 17, 2023, the Company entered into a revenue factoring advance in the principal amount of $770,000 for a purchase price of $550,000. There was an origination fee of $50,000. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $24,062 through June 2023. The advance matured on June 17, 2023. There was amortization of debt discount of $270,000 during the three months ended March 31, 2023. The Company made cash repayments of $192,500 during the three months ended March 31, 2023 and the remaining balance of $548,625 was repaid out of the proceeds of another advance. There was a $28,875 gain on settlement of the advance. As of March 31, 2023, the revenue factoring advance had a balance of $0.

On January 17, 2023, the Company entered into a revenue factoring advance in the principal amount of $1,400,000 for a purchase price of $1,000,000. There was an origination fee of $100,000. The Company’s Chief Executive Officer was personally liable for this factoring advance. The Company was required to make weekly payments in the amount $43,750 through June 2023. The advance matured on June 17, 2023. There was amortization of debt discount of $500,000 during the three months ended March 31, 2023. The Company made cash repayments of $350,000 during the three months ended March 31, 2023 and the remaining balance of $1,003,870 was repaid out of the proceeds of another advance. There was a $46,130 gain on settlement of the advance. As of March 31, 2023, the revenue factoring advance had a balance of $0.

On March 29, 2023, the Company entered into a revenue factoring advance in the principal amount of $2,902,500 for a purchase price of $2,250,000. There was an origination fee of $67,500. The proceeds of $2,182,500 were used to payoff other advances and there were no cash proceeds. The Company’s Chief Executive Officer is personally liable for this factoring advance. The Company is required to make weekly payments in the amount $54,764 through April 2024. The advance matures on April 24, 2024. There was amortization of debt discount of $3,508 during the three months ended March 31, 2023. As of March 31, 2023, the revenue factoring advance had a balance of $2,253,508 net an unamortized debt discount of $648,992.

On March 29, 2023, the Company entered into a revenue factoring advance in the principal amount of $4,386,000 for a purchase price of $3,400,000. There was an origination fee of $102,000. There were cash proceeds of $476,109 and the remaining proceeds of $2,821,891 were used to pay off other advances. The Company’s Chief Executive Officer is personally liable for this factoring advance. The Company is required to make weekly payments in the amount $82,755 through April 2024. The advance matures on April 24, 2024. There was amortization of debt discount of $5,301 during the three months ended March 31, 2023. As of March 31, 2023, the revenue factoring advance had a balance of $3,405,301 net an unamortized debt discount of $980,699.

The remaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of December 31, 2022, the Company owed $85,000 for Simple Agreements for Future Tokens.

Non-Convertible Notes Payable

On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $459,250.88 judgement entered against the Company (See Note 12 – Commitments and Contingencies). Under the terms of the Resolution Agreement, which the Company has classified as a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. There was amortization of the debt discount of $3,182 during the three months ended March 31, 2023. During the three months ended March 31, 2023, the Company made $40,000 in payments towards the Resolution Agreement. As of March 31, 2023 and December 31, 2022, the Resolution Agreement had a balance of $0 and $38,284, net an unamortized debt discount of $0 and $3,182, respectively.

On April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the Company’s Chief Executive Officer in the principal amount of $74,186. GM Financial financed $65,000 of the purchase price of the vehicle and the Company was required to make a $10,000 down payment. There was a $2,400 rebate applied to the purchase price. The Company is required to make 60 monthly payments of $1,236. During the three months ended March 31, 2023, the Company made $3,267 in payments towards the financing agreement. There was amortization of debt discount of $442 during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the financing agreement had a balance of $57,288 and $60,114, net an unamortized debt discount of $7,448 and $7,890, respectively.

On April 21, 2022, the Company entered into a secured promissory note in the principal amount of $964,470 for the financing and installation of a piece of equipment in the amount $750,000. The Company is required to make monthly payments in the amount $6,665 through October 2022 and monthly payments of $19,260 until October 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on October 21, 2026. During the three months ended March 31, 2023, the Company made $56,115 in payments towards the note. There was amortization of debt discount of $11,741 during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the note had a balance of $693,411 and $732,550 net an unamortized debt discount of $168,288 and $180,030, respectively.

On September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $600,000, bears an interest rate of 6.5%, and matures on September 1, 2032. The Company is required to make monthly payments of $4,476 until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal and interest payments of $4,214 and $9,214, respectively, during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the note had a principal balance of $591,740 and $595,954 and accrued interest of $3,161 and $3,184, respectively.

On September 1, 2022, the Company entered into an additional Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $600,000, bears an interest rate of 6.5%, and matures on September 1, 2032. The Company is required to make monthly payments of $4,476 until September 1, 2032, when the remaining principal and accrued interest becomes due. The Company made principal and interest payments of $4,214 and $9,214, respectively, during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the note had a principal balance of $591,740 and $595,954 and accrued interest of $3,161 and $3,184, respectively.

On September 14, 2022, the Company entered into a secured promissory note in the principal amount of $2,980,692 for a purchase price of $2,505,000. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount $82,797 through September 2025. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on September 14, 2025. There was amortization of debt discount of $39,509 during the three months ended March 31, 2023. There were payments of $248,391 towards the note during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the note had a balance of $2,177,935 and $2,386,817 net an unamortized debt discount of $388,772 and $428,281, respectively.

On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,539,630 for a purchase price of $1,078,502. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,410 through March 2023 and then monthly payments in the amount of $20,950 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $18,048 during the three months ended March 31, 2023. There were payments of $19,515 during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the note had a balance of $1,083,652 and $1,085,120 net an unamortized debt discount of $436,462 and $454,510, respectively.

On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,560,090 for a purchase price of $1,092,910. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,630 through March 2023 and then monthly payments in the amount of $21,225 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $18,285 during the three months ended March 31, 2023. There were payments of $21,260 during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the note had a balance of $1,096,639 and $1,099,614 net an unamortized debt discount of $442,191 and $460,476, respectively.

On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $1,597,860 for a purchase price of $1,119,334. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,860 through March 2023 and then monthly payments in the amount of $21,740 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 5, 2029. There was amortization of debt discount of $18,729 during the three months ended March 31, 2023. There were payments of $21,720 during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the note had a balance of $1,123,210 and $1,126,201 net an unamortized debt discount of $452,930 and $471,659, respectively.

On December 15, 2022, the Company entered into a secured promissory note in the principal amount of $1,557,435 for a purchase price of $1,093,380. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,585 through March 2023 and then monthly payments in the amount of $21,190 through March 2029. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 15, 2029. There was amortization of debt discount of $18,302 during the three months ended March 31, 2023. There were payments of $21,170 during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the note had a balance of $1,093,766 and $1,096,634 net an unamortized debt discount of $442,499 and $460,801, respectively.

On January 10, 2023, the Company entered into a secured promissory note in the principal amount of $1,245,018 for a purchase price of $1,021,500. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $10,365 through March 2023 and then monthly payments in the amount of $34,008 through March 2026. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on March 10, 2026. There was amortization of debt discount of $15,288 during the three months ended March 31, 2023. There were payments of $10,365 during the three months ended March 31, 2023. As of March 31, 2023, the note had a balance of $1,026,423 net an unamortized debt discount of $208,230.

On January 12, 2023, the Company entered into a secured promissory note in the principal amount of $1,185,810 for a purchase price of $832,605. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $8,030 through April 2023 and then monthly payments in the amount of $16,135 through April 2028. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on April 12, 2028. There was amortization of debt discount of $14,187 during the three months ended March 31, 2023. There were payments of $8,030 during the three months ended March 31, 2023. As of March 31, 2023, the note had a balance of $838,763 net an unamortized debt discount of $339,017.

On February 23, 2023, the Company entered into a secured promissory note in the principal amount of $822,040 for a purchase price of $628,353. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $6,370 through June 2023 and then monthly payments in the amount of $16,595 through June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 23, 2027. There was amortization of debt discount of $4,043 during the three months ended March 31, 2023. As of March 31, 2023, the note had a balance of $632,396 net an unamortized debt discount of $189,644.

On February 24, 2023, the Company entered into a secured promissory note in the principal amount of $1,186,580 for a purchase price of $832,605. The note is secured by certain assets of the Company. The Company is required to make monthly payments in the amount of $9,185 through June 2023 and then monthly payments in the amount of $23,955 through June 2027. The note bears an interest rate of 10.6%, is secured by certain assets of the Company, and matures on June 24, 2027. There was amortization of debt discount of $6,189 during the three months ended March 31, 2023. As of March 31, 2023, the note had a balance of $913,189 net an unamortized debt discount of $273,391.

On March 1, 2023, the Company entered into a secured promissory note in the principal amount of $635,000. The note is secured by certain assets of the Company. The Company is required to make a payment in the amount of $63,500 on March 15, 2023 and then commencing on April 15, 2023, monthly payments in the amount of $14,138 through March 2027. The note bears an interest rate of 8.5%, is secured by certain assets of the Company, and matures on March 15, 2027. There were payments of $61,282 and $2,218 to principal and interest, respectively, during the three months ended March 31, 2023. As of March 31, 2023, the note had a balance of $573,718 and accrued interest of $2,138.

The following table details the current and long-term principal due under non-convertible notes as of March 31, 2023.

	Principal (Current)			Principal (Long Term)
GM Financial (Issued April 11, 2022)	$	18,546		$	46,190
Non-Convertible Note (Issued March 8, 2019)		5,000			-
Deed of Trust Note (Issued September 1, 2022)		53,712			538,028
Deed of Trust Note (Issued September 1, 2022)		53,712			538,028
Equipment Finance Note (Issued April 21, 2022)		231,120			630,580
Equipment Finance Note (Issued September 14, 2022)		993,564			1,573,143
Equipment Finance Note (Issued November 28, 2022)		230,320			1,289,795
Equipment Finance Note (Issued November 28, 2022)		254,700			1,284,130
Equipment Finance Note (Issued November 28, 2022)		260,880			1,315,260
Equipment Finance Note (Issued December 15, 2022)		254,280			1,281,985
Equipment Finance Note (Issued January 10, 2023)		384,453			850,200
Equipment Finance Note (Issued January 12, 2023)		177,410			1,000,370
Equipment Finance Note (Issued February 24, 2023)		228,380			958,200
Equipment Finance Note (Issued February 23, 2023)		170,695			651,345
Equipment Finance Note (Issued March 1, 2023)		169,652			404,066
Debt Discount		(735,912	)		(2,612,962	)
Total Principal of Non-Convertible Notes	$	2,750,512		$	9,748,358

Total principal payments due on non-convertible notes for 2023 through 2027 and thereafter is as follows:

Year ended March 31,
2023	$	2,842,361
2024		3,626,172
2025		3,460,578
2026		2,322,024
2027		1,820,936
Thereafter		1,775,673