XML 33 R25.htm IDEA: XBRL DOCUMENT

Convertible Notes (Tables)

6 Months Ended

Jun. 30, 2023

The following table summarizes the convertible notes as of June 30, 2023, and December 31, 2022:

Creditor	Date Issued	Interest Rate			Maturity Date	June 30, 2023			December 31, 2022
Travel Data Solutions, Inc. (1)	18-Nov-17		10	%	30-Nov-19	$	100,000		$	100,000
Travel Data Solutions, Inc. (2)	18-Jan-19		10	%	31-Jan-20		25,000			25,000
Third Party (3)	07-Jul-20		10	%	07-Jul-21		84,681			84,681
Trillium Partners, LP (4)	15-Jun-22		12	%	15-Jun-23		-			165,000
Trillium Partners, LP (4)	05-Aug-22		12	%	28-Jun-23		-			110,000
Frondeur Partners LLC (5)	01-Aug-22		10	%	28-Feb-23		-			50,000
Frondeur Partners LLC (5)	01-Oct-22		10	%	31-Jul-23		-			50,000
Trillium Partners, LP (6)	19-Oct-22		8	%	09-Oct-23		275,000			275,000
King Wharf Opportunities Fund (7)	19-Oct-22		8	%	09-Oct-23		275,000			275,000
Trillium Partners, LP (4)	21-Oct-22		12	%	21-Oct-23		11,000			11,000
Trillium Partners, LP (4)	06-Dec-22		10	%	30-Nov-23		17,000			17,000
Frondeur Partners LLC (5)	01-Nov-22		10	%	31-Aug-23		25,000			25,000
Frondeur Partners LLC (5)	01-Dec-22		10	%	30-Sep-23		10,000			10,000
Frondeur Partners LLC (5)	01-Jan-22		10	%	31-Oct-23		10,000			-
Frondeur Partners LLC (5)	01-Feb-23		12	%	30-Nov-23		10,000			-
Frondeur Partners LLC (5)	01-Mar-23		12	%	31-Dec-23		10,000			-
Trillium Partners, LP (4)	31-Mar-23		10	%	31-Dec-23		38,000			-
Frondeur Partners LLC (5)	01-Apr-23		10	%	31-Jan-24		10,000			-
Frondeur Partners LLC (5)	01-May-23		10	%	29-Feb-24		10,000			-
Frondeur Partners LLC (5)	01-Jun-23		10	%	31-Mar-24		10,000			-
Total						$	920,681		$	1,197,681
Less: debt discount							(145,540	)		(528,100	)
Convertible notes payable, total							775,141			669,581

On November 18, 2017, Cruzani entered into a convertible promissory note for $25,000 with Travel Data Solutions, Inc., pursuant to which the Company received proceeds of $25,000. The notes are convertible at any time after September 13, 2018 at a mutually agreed upon conversion price, bearing interest rate at 10% per annum and due on November 30, 2019. During January and February 2018, the Company received an additional $75,000 under the same terms as the previously issued convertible promissory note. As of June 30, 2023 and December 31, 2022, $100,000 remains outstanding.

On January 18, 2019, Cruzani executed a promissory note with Travel Data Solutions LLC for $35,000, of which it has received $25,000. The note bears interest at 10% and matures on January 31, 2020. The specific terms of conversion are still being negotiated. Commencing on January 31, 2019 and on the last day of each month thereafter, the Company shall pay to the Holder Three Thousand Two Hundred Eight dollars and Thirty-Three cents ($3,208.33) of which Two Thousand Nine Hundred Sixteen Dollars and Sixty-Six cents ($2,916.66) represents payment towards the outstanding Principal Amount and Two Hundred Nineteen Dollars and Sixty-Six cents ($219.66) represents accrued interest thereon. As of June 30, 2023 and December 31, 2022, $25,000 remains outstanding.

On July 7, 2020, the Company issued a $84,681 convertible promissory note to a third party in exchange for $84,681. The Convertible Note bears interest at 10% per annum. All unpaid principal and accrued interest under the Convertible Note will be due and payable in full one year from issuance. After six months from the issuance date, the Holder may elect to convert into that number of shares of common stock equal to the quotient obtained by dividing the outstanding principal balance and unpaid accrued interest under this Note by the amount equal to the anticipate public market price of the Company’s common stock multiplied by fifty percent (50%). This convertible note was accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. As of June 30, 2023 and December 31, 2022, this convertible note is in default and the principal and accrued interest balance remain outstanding.

Between June 15, 2022 and March 31, 2023, the Company entered into several convertible notes with Trillium Partners, LP bearing interest between 10% and 12% per annum and totaling $414,800. These convertible notes are convertible at a fixed price between $0.0001 and $0.0002. As of June 30, 2023 and December 31, 2022, $348,800 and $29,800 of these convertible notes were converted into shares of the Company’s common stock, respectively, and $66,000 and $303,000 are outstanding, respectively.

Between June 1, 2022 and June 1, 2023, the Company entered into several convertible notes with Frondeur Partners, LLC bearing interest at 10% per annum and totaling $395,000. These convertible notes are convertible between 50% and 70% of the lowest close bid price of the Company’s stock price for a twenty day period. These convertible notes were accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. As of June 30, 2023 and December 31, 2022, $300,000 and $25,000 of these convertible notes were converted into shares of the Company’s common stock, and as of June 30, 2023 and December 31, 2022, $95,000 and $135,000 of principal remains outstanding.

On October 19, 2022, the Company entered into a convertible note with Trillium Partners, LP bearing interest at 8% totaling $275,000. The note included an original issue discount of $25,000. This convertible note is convertible at the lesser of $0.0001 or 50% of the lowest trading price of the Company’s stock price for a thirty-day period. The embedded conversion option of the convertible note contains conversion features that qualify for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. See Note 8. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, Eddie Aizman, and President, Michael Lakshin. Additionally, on October 19, 2022, both Mr., Aizman and Mr. Lakshin, entered into pledge agreements in which they each have agreed to secure the Company’s payment obligations to the lender with a guaranty and a pledge of 163,461 shares of Series G preferred stock of the Company, for a total of 326,922 shares of Series G Preferred Stock. As of June 30, 2023 and December 31, 2022, the outstanding principal balance totaled $275,000.

On October 19, 2022, the Company entered into a convertible note with King Wharf Opportunities Fund bearing interest at 8% totaling $275,000. The note included an original issue discount of $25,000. This convertible note is convertible at the lesser of $0.0001 or 50% of the lowest trading price of the Company’s stock price for a thirty-day period. The embedded conversion option of the convertible note contains conversion features that qualify for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. See Note 8. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, Eddie Aizman, and President, Michael Lakshin. Additionally, on October 19, 2022, both Mr. Aizman and Mr. Lakshin, entered into pledge agreements in which they each have agreed to secure the Company’s payment obligations to the lender with a guaranty and a pledge of 163,461 shares of Series G preferred stock of the Company, for a total of 326,922 shares of Series G Preferred Stock. As of June 30, 2023 and December 31, 2022, the outstanding principal balance totaled $275,000.