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Item 8. Financial Statements and Supplementary Data

2021-03-25 compared with 2020-04-01 · 715 added, 749 removed, 414 unchanged (78% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TRUE NATURE HOLDING, INC.

MITESCO, INC.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Mitesco, Inc.

and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Mitesco, Inc.

and subsidiaries (the Company) as of December 31, 2020, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the consolidated results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

The Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company has an accumulated deficit, recurring losses, and expects continuing future losses that raises substantial doubt about the Company’s ability to continue as a going concern.

Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters:

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements, and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2020.

Henderson, NV

March 24, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

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March 31, 2020

TRUE NATURE HOLDING, INC.

MITESCO, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND DECEMBER 31, 2019

Current assets

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Total current assets

Fixed assets, net of accumulated depreciation of $0

Right to use asset

Construction in progress

Fixed assets, net of accumulated depreciation of $1,572 and $0

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY

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Accounts payable and accrued liabilities

Due to related parties

Accrued interest

Derivative liabilities

Notes payable

Lease liability – operating leases, current portion

Convertible notes payable, net of discount of $756,795 and $646,888

Convertible note payable, in default

Note payable, related party - current portion

SBA Loan Payable

Other current liabilities

Preferred stock dividends payable

Total current liabilities

Notes payable, related party - noncurrent portion

Lease Liability

Total Liabilities

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Stockholders' equity (deficit)

Preferred stock, $0.01 par value, 100,000,000 shares authorized, 26,227 and 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively

Preferred Stock, $0.01 par value, 100,000,000 shares authorized;

500,000 shares designated Series A;

400,000 shares designated Series X:

Preferred Stock, Series A, $0.01 par value, 4,800 and 0 shares issued and outstanding as of December 31, 2020 and 2019

Preferred Stock, Series X, $0.01 par value, 26,227 shares issued and outstanding as of December 31, 2020 and 2019

Common Stock, $0.01 par value, 500,000,000 shares authorized, 155,381,183 and 81,268,443 shares issued and outstanding as of December 31, 2020 and 2019, respectively

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Accumulated deficit

Total (deficiency in) stockholders' equity (deficit)

Total liabilities and stockholders' equity (deficit)

The accompanying notes are an integral part of the Consolidated Financial Statements.

TRUE NATURE HOLDING, INC.

Total (deficiency in) stockholders' equity

Total liabilities and stockholders' equity

The accompanying notes are an integral part of these audited consolidated financial statements.

MITESCO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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Loss on conversion of liabilities to Preferred Stock

Gain (loss) on settlement of accounts payable

Gain on settlement of accounts payable

Gain on settlement of notes payable

Loss on revaluation of derivative liabilities

Gain on settlement of accrued salary

Gain (loss) on revaluation of derivative liabilities

Gain on settlement of warrants

Loss on legal settlement

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Provision for income taxes

Preferred Stock dividend

Net loss available to common shareholders

Net loss per share - basic and diluted

Weighted average shares outstanding - basic and diluted

The accompanying notes are an integral part of the Consolidated Financial Statements.

TRUE NATURE HOLDING, INC.

The accompanying notes are an integral part of these audited consolidated financial statements.

MITESCO, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT)

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Preferred Stock

Paid-in Capital

Balance, December 31, 2017

Stock issued for services

Debt discount due to issuance of warrants

Stock issued for accounts payable

Imputed interest

Loss for the year ended December 31, 2018

Preferred Stock

Balance, December 31, 2018

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Cancellation of common stock

Shares issued to employees, subject to vesting

Common stock issued to employees, subject to vesting

Vesting of shares by employees

Common stock issued for the conversion of convertible debt and accrued interest stock

Common stock issued for the conversion of convertible debt and accrued interest

Common stock issued for legal settlement

Settlement of derivative liability

Settlement of derivative liabilities

Discount on convertible note due to beneficial conversion features

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Issuance of Preferred X for accounts payable and accrued liabilities

Loss for the year ended December 31, 2019

Net loss for the period

Balance, December 31, 2019

The accompanying notes are an integral part of the Consolidated Financial Statements.

TRUE NATURE HOLDING, INC.

Balance, December 31, 2019

Vesting of common stock issued to employees

Vesting of stock options issued to employees

Common stock issued for accrued salary

Common stock issued for services

Settlement of derivative liabilities

Gain on settlement of stock payable

Common stock issued for conversion of debt and accrued interest

Issuance of Preferred A stock to consultants

Preferred stock dividends, $3.62 per share (10% of stated value per year)

Issuance of Preferred X stock for dividends payable

Loss for the period

Balance, December 31, 2020

The accompanying notes are an integral part of these audited consolidated financial statements.

MITESCO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of right-to-use asset

Loss on conversion of notes payable to common stock

Loss on conversion of liabilities to Preferred Stock

Gain on settlement of notes payable

Loss on legal settlement

(Gain) loss on settlement of accounts payable

Loss on revaluation of derivative liabilities

Gain on settlement of notes payable

Gain on settlement of accounts payable

Gain on conversion of accrued salary

(Gain) loss on revaluation derivative liabilities

(Gain) on settlement of warrants

Derivative expense

Amortization of discount on notes payable

Amortization of loan fees

Share-based compensation

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Prepaid expenses

Accounts payable

Accrued liabilities

Accounts payable and accrued liabilities

Operating lease liability

Due to related parties

Other current liabilities

Accrued interest

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Cash paid for acquisition of fixed assets

Net cased used in investing activities

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable

Proceeds from notes payable, net of discount

Principal payments on notes payable

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NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued for satisfaction of payables

Consulting fees prepaid with note payable and stock

Consulting fee prepaid with note payable and stock

Par value of shares returned for cancellation

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Preferred Stock issued for conversion of liabilities

Common stock issued for accrued compensation

Discount on notes payable due to warrants

Discount on notes payable due to derivative liabilities

Beneficial conversion feature

Beneficial conversion features

Settlement of derivative liabilities

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Gain on settlement of accounts payable - related parties

The accompanying notes are an integral part of the Consolidated Financial Statements.

Preferred Stock dividends payable converted to common stock

The accompanying notes are an integral part of these audited consolidated financial statements.

MITESCO, INC.

Notes to Consolidated Financial Statements

December 31, 2019

Note 1 – Organization, Basis of Presentation and Nature of Operations

True Nature Holding, Inc.

(the “Company” or “True Nature”), previously known as Trunity Holdings, Inc., became a publicly-traded company through a reverse merger with Brain Tree International, Inc., a Utah corporation (“BTI”) in 2012.

BTI was incorporated on July 26, 1983 to specialize in the development of high technology products or applications including, but not limited to, electronics, computerized technology, new technological product fields, and precious metals.

Trunity Holdings, Inc.

was the parent company of the prior educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property by its three founders.

True Nature Holding, Inc.

is a corporation organized under the laws of the state of Delaware with principal offices located in Denver, Colorado.

On January 16, 2016, the Company effected a reverse split of 1 for 101, such that all holders of 101 shares of common stock issued and outstanding prior to the effective date of the reverse split would own 1 share of common stock upon the effect date of the reverse split.

In addition, the Company amended its Articles of Incorporation (i) to increase its authorized capital stock to 510,000,000 shares which consists of 500,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share and (ii) to change its name from Trunity Holdings, Inc.

to True Nature Holding, Inc.

(there was no change in the stock symbol “TNTY”).

The accompanying consolidated financial statements include the accounts of True Nature Holding, Inc.

as of December 31, 2019 and 2018.

Going Concern

As of December 31, 2019, the Company had cash in the amount of $83,245, current liabilities of $2,419,285, and has incurred a loss from operations.

True Nature Holding’s principal operation is the acquisition of compounding pharmacy companies.

December 31, 2020 and 2019

Note 1 – Description of Business

Company Overview

Mitesco, Inc.

(the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012.

On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses.

As a part of the restructuring, we completed a “spin out” of our former business line.

On April 24, 2020, we changed our name to Mitesco, Inc.

During 2020, our operations have focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology.

In March of 2020, we formed The Good Clinic LLC, a Colorado limited liability company for our clinic business.

We entered into an agreement with four senior executives from Minute Clinic James Woodburn, Kevin Lee Smith, Michael Howe and Rebecca Hafner-Fogarty (the “Sellers”) with the skills and know-how to assist the Company in the establishment of a series of clinics utilizing nurse practitioners and telemedicine technology in States where full practice authority for nurse practitioners is supported.

We issued 4,800 shares of our Series A Preferred Stock to these individuals as compensation.

We valued the 4,800 shares of the Series A Preferred Stock at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant.

We opened our first The Good Clinic in Minneapolis, MN in the first quarter of 2021.

N ote 2 - Financial Condition, Going Concern and Management Plans

As of December 31, 2020, the Company had cash of $64,789, current liabilities of $3,028,640, and has incurred a loss from operations.

The Company’s principal operation is the development and deployment of software and systems for the healthcare marketplace.

The Company intends to:

a) develop and own primary care clinics operated by nurse practitioners, b) develop and acquire telemedical technologies, and c) evaluate other healthcare related opportunities both domestically and on an international basis.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern for one year from the date the financial statements are issued.

The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations.

The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies.

The Company believes that the necessary capital will be raised and has entered discussions to do so with certain individuals and companies.

However, as of the date of these consolidated financial statements, no formal agreement exists.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S.

Small Business Administration.

On April 18, 2020, the Company’s former President and COO completed and submitted an application on behalf of the Company to Bank of America, NA (“Bank of America”) for a PPP loan, which was subsequently approved.

On April 25, 2020 the Company entered into an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020.

On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note.

The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when no such loan had been received.

Bank of America requested that the Company remit the funds received back to Bank of America.

The Company is currently working with Bank of America on a repayment plan.

If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.

During management's review of the loan application after the loan had been disbursed to the Company, it was determined that the information provided by its former President and COO in the application was not representative of the Company’s situation.

After consulting with legal counsel and conferring with the Board of Directors, the Board of Directors, in executive session, voted to remove the Company’s former President and Chief Operating Officer (“COO”) from its Board of Directors, and all operating roles due to the inaccuracy of the loan application.

Subsequent to that decision, the former President & COO submitted a resignation from all positions with the Company, which was accepted by the Board and management.

In August 2020, the former President and COO filed a complaint alleging discrimination under certain provisions of the anti-discrimination laws of that state.

The Company believes that the action is without merit and it intends to vigorously defend itself.

The Company does not believe it the action will have a material impact on the Company.

As of the date of this filing the Company has been advised by the convening judicial organization that it has dismissed this matter, and as such the individual who initiated this action is open to pursue litigation in other venues if they desire.

We have had some impact on our operations as a result of the effect of the pandemic, primarily with accessibility to staffing, consultants and in the capital markets, and we are adjusting as needed within our available resources.

The Company will continue to assess the effect of the pandemic on its operations.

The extent to which the COVID-19 pandemic will impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of possible business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease.

While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its securities.

Note 3 – Summary of Significant Accounting Policies

Basis of Accounting – The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Mitesco, Inc., and its wholly owned subsidiaries MitescoNA, LLC, The Good Clinic, LLC, and Acelerar Healthcare Holdings, LTD.

In addition, we anticipate that we will rely on the operating activities of certain legal entities in which we will not maintain a controlling ownership interest but over which we will have indirect influence and of which we will be considered the primary beneficiary.

These entities are typically subject to nominee ownership and transfer restriction agreements that effectively transfer the majority of the economic risks and rewards of their ownership to the Company.

The Company’s management, restriction and other agreements concerning such nominee-owned entities typically includes both financial terms and protective and participating rights to the entities’ operating, strategic and non-clinical governance decisions which transfer substantial powers over and economic responsibility for these entities to the Company.

As such, the Company applies the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation (“ASC 810”), to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity should be consolidated.

All intercompany balances and transactions have been eliminated.

Use of Estimates - The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes.

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Stock-Based Compensation - We recognize the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services.

Share-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model.

Share-based compensation cost for stock options are estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model.

Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.

Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Equity instruments issued to other than employees are recorded on the basis of the fair value of the instruments.

In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested.

The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant.

Equity instruments issued to those other than employees are recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment Accounting.

This ASU relates to the accounting for non-employee share-based payments.

The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards.

The ASU excludes share-based payment awards that relate to:

(1) financing to the issuer;

or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers.

The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied.

This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.

We adopted the provisions of this ASU on January 1, 2019.

The adoption had no impact on our results of operations, cash flows, or financial condition.

Convertible Instruments -The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument.

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Derivative Financial Instruments - Derivatives are recorded on the consolidated balance sheet at fair value.

conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense.

The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense.

Fair values for exchange-traded securities and derivatives are based on quoted market prices.

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- A change of control and fundamental transaction would occur initially 0% of the time and increase monthly by 0% to a maximum of 0% – based on management being in control and no desire to sell the Company.

A reset event would adjust the Notes conversion price triggered by either a capital raise, stock issuance, settlement, or conversion/exercise.

(A reset occurred in this period on November 7, 2019 – Auctus Conversion triggered a reset to $0.00858).

The reset events are projected to occur on 3 months following the date of valuation of December 31, 2019.

- A reset event would adjust the Notes conversion price triggered by either a capital raise;

stock issuance;

or conversion/exercise.

The reset events are projected to occur annually starting 3 months following the date of valuation.

- For the variable rate Notes (30%, 39% or 45% discount), the Holder would convert with effective discount rates of 35.95% to 56.00% (based on the lookback terms).

- The Company would redeem the notes at maturity if the conversion value was less than the payment with penalties.

During the period redemption is projected 0% of the time, increasing 0% per month to a maximum of 0%.

For the majority of the notes during the period redemption is projected 0% of the time, increasing 0% per month to a maximum of 0%.

- The cash flows are discounted to net present values using risk free rates.

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- An event of default would occur 10% of the time, increasing 0% per month to a maximum of 10%.

No Warrants expired during the period.

Auctus exercised warrants November 19, 2019 on a cashless basis.

Common Stock Purchase Warrants – The Company accounts for common stock purchase warrants in accordance with FASB ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”).

As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model value method for valuing the impact of the expense associated with these warrants.

Common Stock Purchase Warrants- The Company accounts for common stock purchase warrants in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Accounting for Derivative Instruments and Hedging Activities.

As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the BSM option-pricing model value method for valuing the impact of the expense associated with these warrants.

Stockholders ’ Equity- Shares of common stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange.

Common stock share and per share amounts in these financial statements have been adjusted for the effects of a 1 for 101 reverse stock split that occurred in January 2016.

Per Share Data- Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year.

Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options and convertible instruments.

The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented.

In November 2019, in order to settle a dispute, the Company agreed to issue 3,514,900 shares of common stock for the cashless conversion of 312,500 warrants;

these shares were issued during the year ended December 31, 2019.

The Company also agreed to issue an additional 1,000,000 shares for the conversion of 312,500 warrants;

these shares have not been issued as of December 31, 2019.

As of December 31, 2019, the Company had outstanding 1,112,500 warrants exercisable into a total of 1,800,000 shares of common stock;

at December 31, 2018, the Company had outstanding and 1,167,653 warrants exercisable into a total of 1,167,653 shares of common stock.

As of December 31, 2019 and 2018, the Company had 67,879 stock options outstanding.

Income Taxes – The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns.

Income Taxes- The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s condensed consolidated financial statements or tax returns.

In estimating future tax consequences, the Company generally considers all expected future events other than possible enactments of changes in the tax laws or rates.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized.

The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods.

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The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material.

No impairment losses have been realized for the periods presented.

Financial Instruments and Fair Values- The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

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Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability.

The use of observable and unobservable inputs and their significant in measuring fair value are reflected in our hierarchy assessment.

The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment.

The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments.

Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1.

The fair value of the debentures approximates their book value as the instruments are short-term in nature and contain market rates of interest.

Because there is no ready market or observable transactions, management classifies the debentures as Level 3.

The fair value of the derivative liabilities approximate their book value as the instruments are short-term in nature and contain market rates of interest.

Because there is no ready market or observable transactions, management classifies the derivative liabilities as Level 3.

Recently Issued Accounting Standards

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We elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods.

We had no leases in place during the year ended December 31, 2019, and the implementation of this pronouncement did not have a material effect on our financial statements.

In August 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-15, Statement of Cash Flows (Topic 230).

The update addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.

This update was effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period.

We implemented this standard effective January 1, 2018, and there was no material effect on our financial statements.

During the year ended December 31, 2020, we recorded a right-to-use asset and an operating lease liability in the amount of $328,500.

This pronouncement is not expected to have an ongoing material effect on our financial statements.

In January 2017, the FASB issued ASU No.

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however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

The ASU becomes effective for us on January 1, 2020.

The amendments in this ASU will be applied on a prospective basis.

Early adoption is permitted for interim or annual goodwill impairment tests performed.

The Company is currently evaluating the potential impact of this standard on our financial statements.

In May 2017, the FASB issued ASU No.

2017-09, Stock Compensation - Scope of Modification Accounting , which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting.

The ASU requires that an entity account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification.

We implemented this standard effective January 1, 2018, and there was no material effect on our financial statements.

We implemented this ASU on January 1, 2020, and the implementation of this pronouncement did not have a material effect on our financial statements.

In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services.

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The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s consolidated financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2019, the FASB issued ASU No.

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.

The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”.

This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock.

As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

In addition, this ASU improves and amends the related EPS guidance.

This standard is effective for us on January 1, 2022, including interim periods within those fiscal years.

Adoption is either a modified retrospective method or a fully retrospective method of transition.

We are currently assessing the impact the new guidance will have on our consolidated financial statements.

There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Note 4 – Net Loss Per Share Applicable to Common Shareholders

Net Loss per Share Applicable to Common Stockholders

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period.

Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of loss per share for the years ended December 31, 2020 and 2019, respectively:

Net loss applicable to common shareholders

Weighted average common shares outstanding

Net loss per share data:

Basic and diluted

The Company excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented.

As of December 31, 2020 and 2019, the following shares were issuable and excluded from the calculation of diluted loss:

Convertible Notes

Accrued interest on Preferred Stock

Note 5 – Related Party Transactions

For the year ended December 31, 2020:

On February 27, 2020, the Company agreed to issue 1,000,000 ten-year options to its two non-management directors (a total of 2,000,000 options).

These options have a fair value at issuance of $39,162 per director (a total of $78,324), an exercise price of $0.05 per share, and vest over a three-year period.

The Company valued these options using the Black-Scholes valuation model.

On December 14, 2020, the exercise price of these options was changed to $0.03 per share reflecting the market price at the time (see note 10).

On March 2, 2020, the Company agreed to issue 1,500,000 ten-year options to each of its Chief Executive Officer, its President, and a consultant (a total of 4,500,000 options).

These options had a fair value at issuance of $58,743 per individual (a total of $176,229), an exercise price of $0.05 per share, and vest over a three-year period.

The Company valued these options using the Black-Scholes valuation model.

Smith, the Company’s former President, Chief Operating Officer, and a Board member resigned effective June 30, 2020;

the 1,500,000 options that the Company agreed to issue to Ms.

Smith were cancelled;

a total of $1,632 was charged to operations representing the fair value of these options through Ms.

Smith’s resignation date.

On December 14, 2020, the exercise price of the 1,500,000 options granted to each of its Chief Executive Officer and a consultant was changed to $0.03 per share reflecting the market price at the time (see note 10).

On June 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director.

These options have a fair value of $28,460, an exercise price of $0.03 per share, and vest over a three-year period.

The Company valued these options using the Black-Scholes valuation model.

On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director.

These options have a fair value of $56,037, an exercise price of $0.05 per share, and vest over a three-year period.

The Company valued these options using the Black-Scholes valuation model.

On December 14, 2020, the exercise price of these options was changed to $0.03 per share reflecting the market price at the time (see note 10).

During the year ended December 31, 2020, the amount of $56,067 was charged to operations in connection these options.

On December 28, 2020, the Company agreed to issue 100,000 options with a fair value of $2,465 to each to its four non-management directors (a total of 400,000 options with a fair value of $9,860).

These options have an exercise price of $0.03 per share and vested upon issuance.

The Company valued these options using the Black-Scholes valuation model.

During the year ended December 31, 2020, the amount of $2,465 was charged to operations in connection with each of these options grants (a total of $9,860 for 400,000 options).

On December 28, 2020, the Company agreed to issue 1,000,000 options with a fair value of $24,645 to each to Chief Executive Officer and to a consultant (a total of 2,000,000 options with a fair value of $49,290).

These options have an exercise price of $0.03 per share, and vested upon issuance.

The Company valued these options using the Black-Scholes valuation model.

During the year ended December 31, 2020, the amount of $24,645 was charged to operations in connection with each of these options grants (a total of $49,290 for 2,000,000 options).

During the year ended December 31, 2020, the Company charged the amount of $67,623 to operations in connection with the vesting of restricted common stock as follows:

$15,856 for shares issued to management;

$32,614 for shares issued to Board members;

and $7,135 related to shares issued to an employee.

Smith, our former President, Chief Operating Officer, and a Board member, resigned effective June 30, 2020;

at the time of her resignation, a total of 1,000,000 shares of the Company’s common stock issued to Ms.

Smith for compensation as a Board member were vested, and remain outstanding;

an additional 250,000 shares of common stock issued to Ms.

Smith for compensation as an officer were vested, and also remain outstanding;

750,000 shares of common stock to be issued to Ms.

Smith for compensation as an officer had not vested, and these shares were cancelled.

A total of $11,909 was charged to operations for the vesting of shares issued to Ms.

During the year ended December 31, 2020, the Company accrued dividends on its Series X Preferred Stock in the total amount of $65,568.

Of this amount, a total of $8,000 was payable to officers and directors, $31,258 was payable to a related party shareholder, and $26,310 was payable to non-related parties.

On December 31, 2020, the Company issued 2,151,204 shares of common stock as payment for dividends accrued on its Series X Preferred Stock in the amount of $65,568.

Of this amount, a total of 262,478 shares in the amount of $8,000 were issued to officers and directors;

1,025,514 shares in the amount of $31,528 were issued to a consultant;

and 863,212 shares in the amount of $26,310 were issued to non-related parties.

For the year ended December 31, 2019:

On March 11, 2019, the Company issued 100,000 shares of common stock to its President as compensation.

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The shares of Series X Preferred Stock were issued as follows:

Ron Riewold, Director

Ronald Riewold, Director

Deferred Compensation

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Deferred Compensation

Smith, Director and President

Smith, Director, COO and President (c) (now ex-Officer and Director)

Deferred Compensation

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(b) Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees.

For the Year Ended December 31, 2018:

On January 29, 2018, the Company converted outstanding accounts payable due to an investor in the amount of $54,815 into 527,064 restricted shares of the Company’s common stock.

The cost to the Company for this issuance is $54,815, based on the closing price on the date of issuance.

As the conversion amount equals the share value, no gain or loss was recorded.

On January 29, 2018, the Company converted accrued officer compensation in the amount of $93,333 into 897,432 restricted shares of the Company’s common stock.

The cost to the Company for this issuance is $93,333, based on the closing price on the date of issuance.

As the conversion amount equals the share value, no gain or loss was recorded.

On April 23, 2018, the Company issued 600,000 shares of common stock with a value of $48,000 to an investor, and an additional 600,000 shares of common stock with a value of $48,000 to a not for profit entity at the request of the investor due to conversion of $96,000 of accounts payable, no gain or loss was recognized due to stock price matching the amount converted.

On April 23, 2018, the Company issued 500,000 shares of common stock to its President, subject to certain vesting conditions:

(i) 100,000 shares vest when the President has been employed 90 days from the effective date of the employment agreement;

(ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement;

(iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement;

(iv) 100,000 shares vest when the Company completes a capital raise of $2,000,000;

(v) 100,000 shares vest when the Company reports $20,000,000 in gross revenue.

The Company valued the shares at the fair market value of $0.10 per share, or a total value of $50,000.

During the three months ended June 30, 2018, the total amount of $13,740 was charged to operations pursuant to the various vesting conditions.

On September 18, 2018, the Company accepted the resignation of its President, and 400,000 of these shares were forfeited.

On June 13, 2018, the Company issued 100,000 shares of common stock with a fair value of $8,380 to its President as a bonus.

On June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to its Chairman of the Board of Directors as a bonus.

Also, on June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to a board member as a bonus.

On June 14, 2018, the Company issued to an investor 1,100,000 shares of the Company’s common stock with a fair value of $95,700 for reimbursement of $60,000 of accrued expenses paid on behalf of the Company and for services provided.

The Company recognized a loss on conversion of $35,700 due to share price exceeding the value of the stock granted.

The Company accrued officer’s compensation during the six months ended June 30, 2018 in the amount of $50,000 and imputed interest expense of $4,500 on a note payable to a related party in the amount of $75,000 (see note 5).

On July 24, 2018, the Company issued 312,499 shares of common stock with a fair value of $25,000 to its President for salary.

On July 24, 2018, the Company issued 369,500 shares of common stock with a fair value of $29,560 to its Chief Operating Officer for accrued salary.

On August 14, 2018, the Company issued to an investor 2,500,000 shares of the Company’s common stock with a fair value of $220,000 as compensation for consulting services provided.

The Company also accrued $58,000 for additional consulting services provided by the investor.

On September 24, 2018, the Company issued 100,000 shares of common stock with a fair value of $12,850 to each of two board members for services provided (a total of 200,000 shares of common with an aggregate fair value of $25,700).

On October 3, 2018, the Company issued 100,000 shares of common stock with a fair value of $10,850 to a member of its advisory board.

On October 15, 2018, the Company issued 600,000 shares of common stock subject to certain vesting provisions to its President and acting Chief Financial Officer.

The Company recognized $37,147 as compensation expense for the portion of the shares vested during the period.

On October 19, 2018, the Company committed to issued 100,000 shares of common stock with a fair value of $9,900 to a member of its advisory board.

These shares were not issued at December 31, 2018, and the Company recorded the amount of $9,900 as stock subscribed.

On November 3, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,740 to a member of its advisory board.

On November 26, 2018, the Company issued 84,420 shares of common stock with a fair value of $8,265 to a designee of an investor for consulting services.

On November 27, 2018, the Company issued 500,000 shares of common stock with a fair value of $48,950 to a designee of an investor for consulting services.

On November 27, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,790 to a to a board member as compensation.

On November 27, 2018, the Company issued 500,000 shares of common stock with certain vesting provisions to its Chief Executive Officer.

The Company recognized $13,884 as compensation expense for the portion of the shares vested during the period.

Also, on November 27, 2018, the Company issued an additional 100,000 shares of common stock with a fair value of $469 to its Chief Executive Officer for services as a member of the board of directors.

On December 19, 2018, the Company committed to issue 85,000 shares of common stock with a fair value of $2,513 to its board chairman in satisfaction of accrued compensation.

Smith resigned effective July 1, 2020.

Note 6 – Accounts Payable and Accrued Liabilities

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Trade accounts payable

Accrued compensation

Accrued payroll and payroll taxes

Credit card payable

During the year ended December 31, 2019, the Company settled trade accounts payable in the aggregate amount of $256,025 for total cash payments in the aggregate amount of $34,750, and recorded net gain in the amount of $221,275 on these transactions;

the Company also settled accrued compensation in the aggregate amount of $35,261 for total cash payments in the aggregate amount of $5,000, and recorded a net gain the amount of $30,261 on these transactions.

The aggregate gain on the settlement of accounts payable and accrued liabilities was $251,536 during the year ended December 31, 2019.

During the year ended December 31, 2020, the amount of $26,049 was reclassified from accrued liabilities to other current liabilities.

Note 7 - Right to Use Assets and Lease Liabilities – Operating Leases

The Company has an operating lease for its clinic with a remaining lease term of approximately 7.5 years.

The Company’s lease expense was entirely comprised of operating leases.

Lease expense for the years ended December 31, 2020 and 2019 amounted to $10,642 and $0, respectively.

The Company’s ROU asset amortization for the years ended December 31, 2020 and 2019 was $4,318 and $0, respectively.

The difference between the lease expense and the associated ROU asset amortization consists of interest at a rate of 12% per annum.

Right to use assets – operating leases are summarized below:

Right to use assets, net

Operating lease liabilities are summarized below:

Lease liability

current portion

Lease liability, non-current

Maturity analysis under these lease agreements are as follows:

For the period ended December 31, 2021

For the period ended December 31, 2022

For the period ended December 31, 2023

For the period ended December 31, 2024

For the period ended December 31, 2025

Present value discount

Lease liability

Note 8 – Debt

August 2014 Convertible Debentures (Series C)

August 2014 Series C Convertible Debenture

As part of the restructuring, all debentures issued by Trunity Holdings, Inc., to fund the former, educational business, were eligible to participate in a debt conversion;

however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert such debenture.

The Series C Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share.

The Series C Convertible Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share.

The holders of the Series C Debenture also received five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per share.

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The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations.

During the years ended December 31, 2019 and 2018, the Company accrued interest in the amount of $11,122 and $11,083, respectively, on the Series C Debenture.

As of December 31, 2019 and 2018, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $57,709 and $46,587, respectively.

The Series C Debenture is currently in default.

November 2014 Convertible Debentures (Series D)

Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

November 2014 Series D Convertible Debenture

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion;

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The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations.

During the years ended December 31, 2019 and 2018, the Company accrued interest in the amount of $1,365 and $1,360, respectively, on the Series C Debenture.

As of December 31, 2019 and 2018, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of $7,026 and $5,661, respectively.

The Series D Debenture is currently in default.

Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

March 2016 Convertible Note A

On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 to a lender.

Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of the Convertible Note A until its maturity on September 16, 2016 at which time the Company was obligated to repay the full principal amount of the Convertible Note A.

The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors.

The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note.

The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount.

The debt discount was amortized to interest expense during the year ended December 31, 2016.

Upon issuance of the Convertible Note A, the lender was awarded 15,000 restricted common stock as an origination fee which includes piggy-back registration rights.

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Also, during the year ended December 31, 2019, the Company made a principal payment in the amount of $4,000 on this note.

The Company accrued interest in the amount of $5,622 on this note during the year ended December 31, 2019.

At December 31, 2019, the principal amount of the March 2016 Convertible Note A was $41,000 and accrued interest was $7,101.

The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount.

The debt discount is being amortized to interest expense over the term of the debt.

For the year ended December 31, 2016, debt discount amortization related to the Convertible Note A was $28,125.

There was no amortization of the discount during the year ended December 31, 2019.

Short term loan

As a result of the acquisition of P3 Compounding of Georgia, LLC (“P3”) the Company had a short-term convertible note with a loan agency in the principal amount of $52,000 for the purchase of future sales and credit card receivables of P3.

Under the terms of the receivable purchase agreement, the Company purchased an advance of $50,000 plus $2,000 for origination costs with a 10.5% daily interest rate to be repaid over 160 days at a repayment amount of $451.75 per day.

The origination fee and interest were recorded as debt discount on the date of issuance in the amount of $22,280 and $22,280 was amortized during the year ending December 31, 2016.

During the year ended December 31, 2019, principal in the amount of $74,104 was converted into 1,401,224 shares of common stock;

a loss in the amount of $26,924 was recorded on this transaction.

The principal balance due under this note was $0 at December 31, 2019.

July 2017 Note

On July 10, 2017, the Company negotiated the reclassification of $75,000 in accounts payable to a loan payable (the “July 2017 Note”).

The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding.

The July 2017 Note bears no interest;

however, if it is not paid by the due date, interest will accrue at the rate of 12% per year.

In December 2019, the Company settled the amount due under the July 2017 note for a cash payment of $5,000 and recognized a gain in the amount of $70,000.

During the year ended December 31, 2019, the Company imputed interest in the amount of $9,018 on the July 2017 Note;

at December 31, 2019, the principal balance due under this note was $0.

July 2018 RU Promissory Note

On July 26, 2018, the Company entered into an agreement with Resources Unlimited NW LLC (“RU”) pursuant to which RU provided business development services to the Company for a period of six months.

As compensation for these services, the Company issued RU 250,000 shares of common stock with a fair value of $20,000 and a six month note payable in the amount of $30,000 (the “RU Note”).

The RU Note bears interest at the rate of 12% per year;

principal and interest were due on January 26, 2019.

During the year ended December 31, 2019, the Company accrued interest in the amount of $1,776 on the July 2018 RU Promissory Note.

During the year ended December 31, 2019, the Company converted principal and accrued in the amounts of $30,000 and $3,344, respectively, into an aggregate of 400,000 shares of common stock;

a loss in the amount of $2,637 was recorded on this transaction.

The principal balance due under this note was $0 at December 31, 2019.

Power Up Note 1

On July 5, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd.

(“Power Up”) pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 1”) in the aggregate principal amount of $38,000.

The Power Up Note entitles the holder to 12% interest per annum and matures on April 15, 2019.

Under the Power Up Note 1, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

On January 1, 2019, the Power Up Note 1 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $9,032;

$9,032 of this amount was charged to interest expense during the year months ended December 31, 2019.

If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 1;

$1,204 of this amount was charged to interest during the year ended December 31, 2019.

During the year ended December 31, 2018, the Company paid principal and accrued interest in the amount of $27,764 and $2,236, respectively, on the Power Up Note 1.

The Company accrued interest in the amount of $58 on this note during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company paid the remaining principal and accrued interest in the amount of $10,236 and $58, respectively, along with a prepayment penalty in the amount of $16,072 on the Power Up Note 1;

The principal balance due under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Power Up Note 2

On August 10, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 2”) in the aggregate principal amount of $33,000.

The Power Up Note 2 entitles the holder to 12% interest per annum and matures on May 14, 2019.

Under the Power Up Note 2, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

On February 5, 2019, the Power Up Note 2 became convertible;

there was no discount associated with the conversion feature of Power Up Note 2.

If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 2;

$1,530 was amortized to interest expense during the year ended December 31, 2019.

During the year ended December 31, 2019 the Company also recorded a discount to the Power Up Note 2 in the amount of $32,500 related to a beneficial conversion feature;

this amount was charged to operations during the year ended December 31, 2019.

During the year ended December 31, 2019, principal and accrued interest in the amount of $33,000 and $1,980, respectively, were converted into a total of 624,993 shares of the Company’s common stock.

The Company recognized a loss in the amount of $34,101 on these conversions which was charged to operations during the year ended December 31, 2019.

The Company accrued interest in the amount of $418 on the Power Up Note 2 during the year ended December 31, 2019.

The principal balance due under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Power Up Note 3

On September 18, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 3”) in the aggregate principal amount of $38,000.

The Power Up Note 3 entitles the holder to 12% interest per annum and matured on June 30, 2019.

Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, at a price equal to 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, but no lower than $0.00006 (fixed price floor), provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

On March 17, 2019, the Power Up Note 3 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $38,000;

$38,000 of this amount was charged to interest expense during the year ended December 31, 2019.

If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

After the 180th day following the issuance of the Power Up Note 3, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 3;

$1,906 was amortized to interest expense during the year ended December 31, 2019.

During the year ended December 31, 2019, principal and accrued interest in the amount of $38,000 and $2,280, respectively, were converted into a total of 1,173,632 shares of the Company’s common stock.

The Company recognized a loss in the amount of $45,724 on these conversions which was charged to operations during the year ended December 31, 2019.

The Company accrued interest in the amount of $1,592 on Power Up Note 3 during the year ended December 31, 2019.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Power Up Note 4

On November 9, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 4”) in the aggregate principal amount of $33,000.

The Power Up Note 4 entitles the holder to 12% interest per annum and matures on August 31, 2019.

Under the Power Up Note 4, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 4, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 4 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

On May 8, 2019, the Power Up Note 4 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $33,000;

$33,000 of this amount was charged to interest expense during the year ended December 31, 2019.

If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

After the 180th day following the issuance of the Power Up Note 4, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 4;

$2,469 was amortized to interest expense during the year ended December 31, 2019.

The Company accrued interest in the amount of $976 on Power Up Note 4 during the year ended December 31, 2019.

During the year ended December 31, 2019, principal and accrued interest in the amount of $33,000 and $1,980, respectively, were converted into a total of 1,619,444 shares of the Company’s common stock.

The Company recognized a loss in the amount of $63,443 on these conversions which was charged to operations during the year ended December 31, 2019.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

On November 26, 2018, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”) pursuant to which Auctus agreed to purchase a convertible promissory note (the “Auctus Note”) in the principal amount of $125,000.

The Auctus Note entitles the holder to 12% interest per annum and matures on August 26, 2019.

Pursuant to the terms of the note, the interest rate was raised to 24% effective August 27, 2019, on the portion of principal that had not been paid by the due date of the note.

Under the Auctus Note, Auctus may convert all or a portion of the outstanding principal of the Auctus Note into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Auctus Note, at a price equal to the higher of the variable conversion price or $0.00003 per share.

The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Auctus may not convert the Auctus Note to the extent that such conversion would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Auctus Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%;

if such prepayment is made between the 91st day and the 180th day after the issuance of the Auctus Note, then such redemption premium is 150%.

After the 180th day following the issuance of the Auctus Note there shall be no further right of prepayment.

In connection with the Auctus Note, the Company issued five-year warrants to purchase 625,000 shares of the Company’s common stock at a price of $0.10 per share.

The Company valued these warrants at $39,595 and recorded this amount as a discount to the Auctus Note;

$39,595 of this amount was amortized to interest expense during the year ended December 31, 2019.

On May 25, 2019, the Auctus Note became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $93,291;

$93,291 of this amount was charged to interest expense during the year ended December 31, 2019.

The Company also recorded an original issue discount in the amount of $13,500 in connection with the Auctus Note;

$11,769 was amortized to interest expense during the year ended December 31, 2019.

The Company accrued interest in the amount of $11,117 on the Auctus Note during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability existed in connection with the variable rate conversion feature of the Auctus Note.

The derivative liability related to the conversion feature was valued at $153,405, and the derivative liability related to the warrants was valued at $39,595;

these amounts were charged to operations during the year ended December 31, 2019.

During the year ended December 31, 2019, principal and accrued interest in the amount of $125,000 and $12,676, respectively, along with fees in the amount of $1,500, were converted into a total of 10,385,630 shares of the Company’s common stock.

The Company recognized a loss in the amount of $2,389 on these conversions which was charged to operations during the year ended December 31, 2019.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Crown Bridge Note 1

On December 19, 2018, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 1”) in the principal amount of $40,000.

The Crown Bridge Note 1 entitles the holder to 12% interest per annum and matures on September 19, 2019.

Pursuant to the terms of the note, the interest rate was raised to 24% effective September 20, 2019, on the portion of principal that was not paid by the due date of the note.

Under the Crown Bridge Note 1, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 1, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 1 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Crown Bridge Note 1 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%;

if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 1, then such redemption premium is 140%.

After the 180th day following the issuance of the Crown Bridge Note 1, there shall be no further right of prepayment.

In connection with the Crown Bridge Note 1, the Company issued five-year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share.

The Company valued these warrants at $34,500 and recorded this amount as a discount to the Crown Bridge Note 1;

$34,500 of this amount was amortized to interest expense during the year ended December 31, 2019.

On June 17, 2019, the Crown Bridge Note 1 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $22,039;

$22,039 of this amount was charged to interest expense during the year ended December 31, 2019.

The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 1;

$5,500 was amortized to interest expense during the year ended December 31, 2019.

The Company accrued interest in the amount of $3,249 on the Crown Bridge Note 1 during the year ended December 31, 2019.

During the year ended December 31, 2019, principal in the amount of $40,000, accrued interest in the amount of $3,220, and fees in the amount of $1,500 were converted into a total of 3,508,172 shares of the Company’s common stock.

The Company recognized a loss in the amount of $1,159 on this conversion which was charged to operations during the year ended December 31, 2019.

On July 1, 2019, the Company determined that a derivative liability with a fair value of $44,325 existed in connection with the beneficial conversion feature of the Crown Bridge Note 1 and charged this amount to interest expense during the year ended December 31, 2019.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Consulting Services Note

On December 31, 2018, the Company entered into a note payable agreement with an investor for consulting services performed on behalf of the Company in the amount of $65,000 (the “Consulting Services Note”).

The Consulting Services Note matures on March 21, 2020, and bears interest at the rate of 12% per annum.

The Company recorded $7,800 in interest on the Consulting Services Note during the year ended December 31, 2019.

On December 31, 2019, the holder of the Consulting Services Note converted principal in the amount of $65,000 and accrued interest in the amount of $7,800 into 2,912 of the Company’s Series X Preferred Stock.

There was no gain or loss recognized on this transaction.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Trade Payables Note

On December 31, 2018, the Company entered into a note payable agreement with an investor for payments of trade accounts payable made by the investor on behalf of the Company in the amount of $58,000 (the “Trade Payables Note”).

The Trade Payables Note matures on March 21, 2020, and bears interest at the rate of 12% per annum.

The Company recorded $6,959 in interest on the Trade Payables Note during the year ended December 31, 2019.

On December 31, 2019, the holder of the Trade Payables Note converted principal in the amount of $58,000 and accrued interest in the amount of $6,959 into 2,598 of the Company’s Series X Preferred Stock.

There was no gain or loss recognized on this transaction.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Power Up Note 5

On January 2, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 5”) in the aggregate principal amount of $53,000.

The Power Up Note 5 entitles the holder to 12% interest per annum and matures on October 31, 2019.

Under the Power Up Note 5, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 5 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 5, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 5 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Power Up Note 5 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 6, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

After the 180th day following the issuance of the Power Up Note 5, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 5;

$3,000 was amortized to interest expense during the year ended December 31, 2019.

On July 1, 2019, the Power Up Note 5 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $50,000;

$50,000 of this amount was charged to interest expense during the year ended December 31, 2019.

During the year ended December 31, 2019, principal and accrued interest in the amount of $53,000 and $3,180, respectively, were converted into a total of 1,488,098 shares of the Company’s common stock.

The Company recognized no gain or loss in connection with these conversions as they were made pursuant to the terms of the original agreement.

The Company accrued interest in the amount of $3,289 on the Power Up Note 5 during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $53,681 existed in connection with the variable rate conversion feature of the Power Up Note 5.

$53,000 of this amount was charged to discount on the Power Up Note 5, and $681 was charged to interest expense.

$53,000 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Power Up Note 6

On February 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 6”) in the aggregate principal amount of $48,000.

The Power Up Note 6 entitles the holder to 12% interest per annum and matures on November 30, 2019.

Under the Power Up Note 6, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 6 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 6, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 6 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Power Up Note 6 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 6, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

After the 180th day following the issuance of the Power Up Note 6, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 6;

$3,000 was amortized to interest expense during the year ended December 31, 2019.

On August 10, 2019, the Power Up Note 6 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $45,000;

$45,000 of this amount was charged to interest expense during the year ended December 31, 2019.

During the year ended December 31, 2019, principal and accrued interest in the amount of $48,000 and $2,880, respectively, were converted into a total of 2,106,210 shares of the Company’s common stock.

The Company recognized no gain or loss in connection with these conversions as they were made pursuant to the terms of the original agreement.

The Company accrued interest on the Power Up Note 6 in the amount of $2,998 during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $48,844 existed in connection with the variable rate conversion feature of the Power Up Note 6.

$48,000 of this amount was charged to discount on the Power Up Note 6, and $844 was charged to interest expense.

$48,000 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Crown Bridge Note 2

On March 4, 2019, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 2”) in the principal amount of $40,000.

The Crown Bridge Note 2 entitles the holder to 12% interest per annum and matures on December 4, 2019.

Under the Crown Bridge Note 2, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 2, at a price equal to the higher of the variable conversion price or $0.00004 per share.

The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 2 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Crown Bridge Note 2 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%;

if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 2, then such redemption premium is 150%.

After the 180th day following the issuance of the Crown Bridge Note 2, there shall be no further right of prepayment.

In connection with the Crown Bridge Note 2, the Company issued five-year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share.

The Company valued these warrants at $34,500 and recorded this amount as a discount to the Crown Bridge Note 2;

$34,500 of this amount was amortized to interest expense during the year ended December 31, 2019.

On August 31, 2019, the Crown Bridge Note 2 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $3,053;

$3,053 of this amount was charged to interest expense during the year ended December 31, 2019.

The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 2;

$5,500 of this amount was amortized to interest expense during the year ended December 31, 2019.

The Company accrued interest expense in the amount of $3,446 on the Crown Bridge Note 2 during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $55,863 existed in connection with the variable rate conversion feature of the Crown Bridge Note 2.

$40,000 of this amount was charged to discount on the Crown Bridge Note 2, and $15,863 was charged to interest expense.

$40,000 of the discount was charged to operations during the year ended December 31, 2019.

During the year ended December 31, 2019, principal, fees, and accrued interest in the amount of $40,000, $1,500, and $3,446, respectively, were converted into a total of 4,964,213 shares of the Company’s common stock.

The Company recognized no gain or loss in connection with these conversions as they were made pursuant to the terms of the original agreement.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Power Up Note 7

On March 18, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 7”) in the aggregate principal amount of $43,000.

The Power Up Note 7 entitles the holder to 12% interest per annum and matures on January 30, 2020.

Under the Power Up Note 7, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 7 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 7, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 7 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Power Up Note 7 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note , then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

After the 180th day following the issuance of the Power Up Note 7, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 7;

$3,000 was amortized to interest expense during the year ended December 31, 2019.

On September 14, 2019, the Power Up Note 7 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $40,000;

$40,000 of this amount was charged to interest expense during the year ended December 31, 2019.

During the year ended December 31, 2019, principal and accrued interest in the amount of $43,000 and $2,580, respectively, were converted into a total of 3,561,625 shares of the Company’s common stock.

The Company recognized a loss in the amount of $20 in connection with these conversions.

The Company accrued interest in the amount of $2,675 on the Power Up Note 7 during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $44,139 existed in connection with the variable rate conversion feature of the Power Up Note 7.

$43,000 of this amount was charged to discount on the Power Up Note 7, and $1,139 was charged to interest expense.

$43,000 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Power Up Note 8

On April 1, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 8”) in the aggregate principal amount of $53,000.

The Power Up Note 8 entitles the holder to 12% interest per annum and matures on January 30, 2020.

Under the Power Up Note 8, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 8 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 8, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 8 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Power Up Note 8 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 8, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 1405.

After the 180th day following the issuance of the Power Up Note 8, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 8;

$3,000 was amortized to interest expense during the year ended December 31, 2019.

On September 23, 2019, the Power Up Note 8 became convertible, and the Company recorded a discount in connection with the beneficial conversion feature in the amount of $50,000;

$50,000 of this amount was charged to interest expense during the year ended December 31, 2019.

During the year ended December 31, 2019, principal and accrued interest in the amount of $53,000 and $3,180, respectively, were converted into a total of 4,620,880 shares of the Company’s common stock.

The Company recognized no gain or loss in connection with these conversions as they were made pursuant to the terms of the original agreement.

The Company accrued interest in the amount of $3,180 on the Power Up Note 8 during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $54,404 existed in connection with the variable rate conversion feature of the Power Up Note 8.

$53,000 of this amount was charged to discount on the Power Up Note 8, and $1,404 was charged to interest expense.

$53,000 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Power Up Note 9

On May 2, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 9”) in the aggregate principal amount of $33,000.

The Power Up Note 9 entitles the holder to 12% interest per annum and matures on February 28, 2020.

Under the Power Up Note 9, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 9 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 9, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 61% of the average of the lowest two trading prices during the 20 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 9 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Power Up Note 9 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 9, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

After the 180th day following the issuance of the Power Up Note 9, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 9;

$3,000 was amortized to interest expense during the year ended December 31, 2019.

During the year ended December 31, 2019, principal and accrued interest in the amount of $33,000 and $1,980, respectively, were converted into a total of 3,606,186 shares of the Company’s common stock.

The Company recognized no gain or loss in connection with these conversions as they were made pursuant to the terms of the original agreement.

The Company accrued interest in the amount of $1,980 on the Power Up Note 9 during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $34,196 existed in connection with the variable rate conversion feature of the Power Up Note 9.

$33,000 of this amount was charged to discount on the Power Up Note 9, and $1,196 was charged to interest expense.

$33,000 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

On June 4, 2019, the Company entered into a securities purchase agreement with BHP Capital NY, Inc., a New York corporation (“BHP”), pursuant to which BHP agreed to purchase a Convertible Promissory Note (the “BHP Note”) in the principal amount of $38,500.

The BHP Note the holder to 10% interest per annum and matures on March 4, 2020.

In the event the Company prepays the BHP Note beginning on the issuance date through the 180th day following the issuance date, the Company must pay BHP all of the outstanding principal and interest due plus a cash redemption premium ranging from 135% to 150%.

After the 180th day following the issuance date, there is no further right of prepayment by the Company.

BHP has no right of conversion under the BHP Note for a period of 180 days commencing on the issuance date.

In the event the Company has not paid the BHP Note in full prior to 180 days from the issuance date, BHP may convert all or a portion of the outstanding principal of the BHP Note into shares of the Company’s common stock at a price per share at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 55% of the lowest traded price of the Common Stock during the 25 trading-day period ending on the last complete trading day prior to the date of conversion.

BHP may not convert the BHP Note to the extent that such conversion would result in beneficial ownership by BHP and its affiliates of more than 4.99% of the issued and outstanding Common Stock.

The BHP Note contains certain representations, warranties, covenants and events of default including if the Common Stock is suspended or delisted for trading on the OTC Marketplace or if the Company is delinquent in its periodic report filings with the SEC.

In the event of default, as described in the BHP Note, at the option of BHP, it may consider the BHP Note immediately due and payable.

The Company recorded an original issue discount in the amount of $5,500 in connection with the BHP Note;

$5,500 was amortized to interest expense during the year ended December 31, 2019.

The Company accrued interest in the amount of $2,094 on the BHP Note during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $73,886 existed in connection with the variable rate conversion feature of the BHP Note.

$38,500 of this amount was charged to discount on the BHP Note, and $35,386 was charged to interest expense.

$38,500 of the discount was charged to operations during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company settled the BHP Note by making the following cash payments:

principal in the amount of $38,500;

accrued interest in the amount of $2,094;

and prepayment penalty in the amount of $13,272.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

On June 10, 2019, the Company entered into a securities purchase agreement with Armada Investment Fund, LLC (“Armada”) pursuant to which Armada agreed to purchase a convertible promissory note (the “Armada Note”) in the aggregate principal amount of $38,500.

The Armada Note the holder to 10% interest per annum and matures on March 10, 2020.

In the event the Company prepays the Armada Note beginning on the issuance date through the 180th day following the Armada Issuance Date, the Company must pay Armada all of the outstanding principal and interest due plus a cash redemption premium ranging from 135% to 150%.

After the 180th day following the Armada Issuance Date, there is no further right of prepayment by the Company.

Armada has no right of conversion under the Armada Note for a period of 180 days commencing on the Armada Issuance Date.

In the event the Company has not paid the Armada Note in full prior to 180 days from the Armada Issuance Date, Armada may convert all or a portion of the outstanding principal of the Armada Note into shares of the Company’s common stock at a price per share equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 55% of the lowest traded price of the Common Stock during the 25 trading-day period ending on the last complete trading day prior to the date of conversion.

Armada may not convert the Armada Note to the extent that such conversion would result in beneficial ownership by Armada and its affiliates of more than 4.99% of the issued and outstanding Common Stock.

The Armada Note contains certain representations, warranties, covenants and events of default including if the Common Stock is suspended or delisted for trading on the OTC Marketplace or if the Company is delinquent in its periodic report filings with the SEC.

In the event of default, as described in the Armada Note, at the option of Armada, it may consider the Armada Note immediately due and payable.

The Company recorded an original issue discount in the amount of $5,500 in connection with the Armada Note;

$5,500 was amortized to interest expense during the year ended December 31, 2019.

The Company accrued interest in the amount of $2,018 on the Armada Note during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $73,256 existed in connection with the variable rate conversion feature of the Armada Note.

$38,500 of this amount was charged to discount on the Armada Note, and $34,756 was charged to interest expense.

$38,500 of the discount was charged to operations during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company settled the Armada Note by making the following cash payments:

principal in the amount of $38,500;

accrued interest in the amount of $2,018;

and prepayment penalty in the amount of $13,348.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Crown Bridge Note 3

On July 2, 2019, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 3”) in the principal amount of $40,000.

The Crown Bridge Note 3 entitles the holder to 12% interest per annum and matures on December 29, 2019.

Under the Crown Bridge Note 3, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 3, at a price equal to the 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 3 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Crown Bridge Note 3 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%;

if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 2, then such redemption premium is 150%.

After the 180th day following the issuance of the Crown Bridge Note 3, there shall be no further right of prepayment.

In connection with the Crown Bridge Note 3.

The Company recorded an original issue discount in the amount of $4,000 in connection with the Crown Bridge Note 3;

$4,000 of this amount was amortized to interest expense during the year ended December 31, 2019.

The Company accrued interest expense in the amount of $2,249 on the Crown Bridge Note 3 during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $57,346 existed in connection with the variable rate conversion feature of the Crown Bridge Note 3.

$40,000 of this amount was charged to discount on the Crown Bridge Note 3, and $17,346 was charged to interest expense.

$40,000 of the discount was Crown Bridge Note 3 charged to operations during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company settled the Crown Bridge Note 3 by making the following cash payments:

principal in the amount of $40,000;

accrued interest in the amount of $2,249;

and prepayment penalty in the amount of $21,124.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Power Up Note 10

On July 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 10”) in the aggregate principal amount of $38,000.

The Power Up Note 10 entitles the holder to 12% interest per annum and matures on April 30, 2020.

Under the Power Up Note 10, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 10 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 10, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 10 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Power Up Note 10 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 10, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

After the 180th day following the issuance of the Power Up Note 10, there shall be no further right of prepayment.

The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 10;

$3,000 was amortized to interest expense during the year ended December 31, 2019.

The Company accrued interest in the amount of $2,024 on the Power Up Note 10 during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $40,033 existed in connection with the variable rate conversion feature of the Power Up Note 10.

$38,000 of this amount was charged to discount on the Power Up Note 10, and $2,033 was charged to interest expense.

$38,000 of the discount was charged to operations during the year ended December 31, 2019.

During the year ended December 31, 2019, the Company settled the Power Up Note 10 by making the following cash payments:

principal in the amount of $38,000;

accrued interest in the amount of $2,024;

and prepayment penalty in the amount of $19,937.

The principal balance under this note was $0 at December 31, 2019 as this note has been fully satisfied.

Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Power Up Note 11

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On September 12, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 11”) in the aggregate principal amount of $45,000.

The Power Up Note 11 entitles the holder to 12% interest per annum and matures on July 15, 2020.

Under the Power Up Note 11, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 11 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 11, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 11 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Power Up Note 11 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

The Power Up Note 11 entitled the holder to 12% interest per annum and matures on July 15, 2020.

Under the Power Up Note 11, Power Up had the right to convert all or a portion of the outstanding principal of the Power Up Note 11 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Power Up Note 11, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price meant 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up could not convert the Power Up Note 11 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Power Up Note 11 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium was 120%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium 125%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Power Up Note 11, there shall be no further right of prepayment.

4 unchanged sentences

$45,000 of this amount was charged to discount on the Power Up Note 11, and $2,187 was charged to interest expense.

$6,502 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under the Power Up Note 11 was $45,000 at December 31, 2019.

During the year ended December 31, 2020, the Company made a cash payment in the amount of $74,195 on the Power Up Note 11 which fully satisfied this obligation.

This amount consisted of $45,000 of principal, $2,680 of accrued interest, and $23,815 of prepayment penalty.

The Company revalued the derivative liability associated with the Power Up Note 11 at the time of payment, and recorded a gain on revaluation in the amount of $35,420.

The Company credited the fair value of the derivative liability at the time of payment in the amount of $21,266 to additional paid-in capital.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Power Up Note 12

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On October 7, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 12”) in the aggregate principal amount of $53,000 and an original issue discount of $3,000.

The Power Up Note 12 entitles the holder to 12% interest per annum and matures on August 15, 2020.

Under the Power Up Note 12, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 12 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 12 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Power Up Note 12 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

The Power Up Note 12 entitled the holder to 12% interest per annum and matured on August 15, 2020.

Under the Power Up Note 12, Power Up had the right to convert all or a portion of the outstanding principal of the Power Up Note 12 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price meant 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up could not convert the Power Up Note 12 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Power Up Note 12 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium was 120%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Power Up Note 12, there shall be no further right of prepayment.

3 unchanged sentences

$6,502 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under the Power Up Note 12 was $53,000 at December 31, 2019.

During the year ended December 31, 2020, the Company made a cash payment in the amount of $84,231 on the Power Up Note 12 which fully satisfied this obligation.

This amount consisted of $53,000 of principal, $3,312 of accrued interest, and $27,919 of prepayment penalty.

The Company revalued the derivative liability associated with the Power Up Note 12 at the time of payment, and recorded a gain on revaluation in the amount of $4,247.

The Company credited the fair value of the derivative liability at the time of payment in the amount of $62,569 to additional paid-in capital.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Power Up Note 13

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On November 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 13”) in the aggregate principal amount of $73,000 and an original issue discount of $3,000.

The Power Up Note 13 entitles the holder to 12% interest per annum and matures on August 30, 2020.

Under the Power Up Note 13, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 13 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price shall mean 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 13 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Power Up Note 13 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium is 120%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

The Power Up Note 13 entitled the holder to 12% interest per annum and matures on August 30, 2020.

Under the Power Up Note 13, Power Up had the right to convert all or a portion of the outstanding principal of the Power Up Note 13 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share.

The variable conversion price meant 55% of lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up could not convert the Power Up Note 13 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Power Up Note 13 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium was 120%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Power Up Note 13, there shall be no further right of prepayment.

3 unchanged sentences

$6,091 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under the Power Up Note 13 was $73,000 at December 31, 2019.

During the year ended December 31, 2020, the Company made a cash payment in the amount of $115,980 on the Power Up Note 13 which fully satisfied this obligation.

This amount consisted of $73,000 of principal, $4,728 of accrued interest, and $38,252 of prepayment penalty.

The Company revalued the derivative liability associated with the Power Up Note 13 at the time of payment, and recorded a gain on revaluation in the amount of $4,882.

The Company credited the fair value of the derivative liability at the time of payment in the amount of $86,380 to additional paid-in capital.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 1

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On November 22, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC (“Eagle Equities”) pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 1”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000.

The Eagle Equities Note 1 entitles the holder to 12% interest per annum and matures on November 22, 2020.

Under the Eagle Equities Note 1, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 1, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 1 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Eagle Equities Note 1 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 1, then such redemption premium is 116%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

The Eagle Equities Note 1 entitled the holder to 12% interest per annum and matures on November 22, 2020.

Under the Eagle Equities Note 1, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 1 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 1, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 1 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Eagle Equities Note 1 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 1, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 1, there shall be no further right of prepayment.

3 unchanged sentences

$7,784 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under the Eagle Equities Note 1 was $256,000 at December 31, 2019.

During the year ended December 31, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to common stock:

On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of common stock;

On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of common stock;

On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of common stock;

on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of common stock;

on July 9, 2020, principal of $45,000 and accrued interest of $3,405 were converted at a price of $0.01518 per share into 3,188,735 shares of common stock;

on July 17, 2020, principal of $50,000 and accrued interest of $3,917 were converted at a price of $0.01572 per share into 3,429,814 shares of common stock;

and on July 30, 2020, principal of $45,000 and accrued interest of $3,720 were converted at a price of $0.021 per share into 2,320,000 shares of common stock.

There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement.

Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 2

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On December 19, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 2”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000.

The Eagle Equities Note 2 entitles the holder to 12% interest per annum and matures on December 19, 2020.

Under the Eagle Equities Note 2, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 2, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 2 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Eagle Equities Note 2 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2, then such redemption premium is 116%;

if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%;

and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%;

and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%;

and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%.

The Eagle Equities Note 2 entitled the holder to 12% interest per annum and matures on December 19, 2020.

Under the Eagle Equities Note 2, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 2 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 2, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 2 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Eagle Equities Note 2 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 2, there shall be no further right of prepayment.

3 unchanged sentences

$8,393 of the discount was charged to operations during the year ended December 31, 2019.

The principal balance under the Eagle Equities Note 2 was $256,000 at December 31, 2019.

During the year ended December 31, 2020, the holder of the Eagle Equities Note 2 converted the following amounts of principal and accrued interest to common stock:

On August 20, 2020, principal of $56,000 and accrued interest of $4,573 were converted at a price of $0.01896 per share into 3,194,796 shares of common stock;

On September 1, 2020, principal of $50,000 and accrued interest of $4,283 were converted at a price of $0.01806 per share into 3,005,721 shares of common stock;

On September 9, 2020, principal of $50,000 and accrued interest of $4,417 were converted at a price of $0.0153 per share into 3,556,645 shares of common stock;

on September 25, 2020, principal of $50,000 and accrued interest of $4,683 were converted at a price of $0.0153 per share into 3,574,074 shares of common stock;

and on October 6, 2020, principal of $50,000 and accrued interest of $4,867 were converted at a price of $0.0153 into 3,586,078 shares of common stock.

Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 3

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On January 24, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 3”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000.

The Eagle Equities Note 3 entitled the holder to 12% interest per annum and matures on January 24, 2021.

Under the Eagle Equities Note 3, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 3 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 3, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 3 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Eagle Equities Note 3 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 3, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 3, there shall be no further right of prepayment.

During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $272,412 existed in connection with the variable rate conversion feature of the Eagle Equities Note 3.

$250,000 of this amount was charged to discount on the Eagle Equities Note 3, and $22,412 was charged to interest expense.

During the year ended December 31, 2020, the holder of the Eagle Equities Note 3 converted the following amounts of principal and accrued interest to common stock:

On October 15, 2020, principal of $50,000 and accrued interest of $4,367 were converted at a price of $0.01566 per share into 3,471,711 shares of common stock;

On October 29, 2020, principal of $50,000 and accrued interest of $4,600 were converted at a price of $0.023 per share into 4,439,024 shares of common stock;

On November 11, 2020, principal of $33,000 and accrued interest of $3,179 were converted at a price of $0.011 per share into 3,259,369 shares of common stock;

on November 17, 2020, principal of $35,000 and accrued interest of $3,442 were converted at a price of $0.011 per share into 3,482,065 shares of common stock;

on November 25, 2020, principal of $44,000 and accrued interest of $4,444 were converted at a price of $0.0108 per share into 4,485,556 shares of common stock;

and on December 4, 2020, principal of $44,000 and accrued interest of $4,576 were converted at a price of $0.0108 per share into 4,497,778 shares of common stock.

Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 4

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On March 10, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 4”) in the aggregate principal amount of $129,000 and an original issue discount of $4,000.

The Eagle Equities Note 4 entitled the holder to 12% interest per annum and matured on March 10, 2021.

Under the Eagle Equities Note 4, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 4 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 4, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 4 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Eagle Equities Note 4 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 4, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 4, there shall be no further right of prepayment.

During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $139,021 existed in connection with the variable rate conversion feature of the Eagle Equities Note 4.

$125,000 of this amount was charged to discount on the Eagle Equities Note 4, and $14,021 was charged to interest expense.

During the year ended December 31, 2020, the holder of the Eagle Equities Note 4 converted the following amounts of principal and accrued interest to common stock:

On December 16, 2020, principal of $45,000 and accrued interest of $4,200 were converted at a price of $0.0108 per share into 4,555,556 shares of common stock.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 5

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On April 8, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 5”) in the aggregate principal amount of $100,000 and an original issue discount of $4,000.

The Eagle Equities Note 5 entitled the holder to 12% interest per annum and matures on April 8, 2021.

Under the Eagle Equities Note 5, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 5 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 5, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 5 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Eagle Equities Note 5 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 5, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 5, there shall be no further right of prepayment.

During the three months ended June 30, 2020, the Company determined that a derivative liability in the amount of $106,576 existed in connection with the variable rate conversion feature of the Eagle Equities Note 5.

$100,000 of this amount was charged to discount on the Eagle Equities Note 5, and $6,576 was charged to interest expense.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 6

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On July 1, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 6”) in the aggregate principal amount of $200,200 with an original issue discount of $18,200.

The amount received was also net of fees in the amount of $7,000, which were charged to interest expense during the period.

The Eagle Equities Note 6 entitled the holder to 12% interest per annum and matures on July 1, 2021.

Under the Eagle Equities Note 6, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 6 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 6, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 6 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Eagle Equities Note 6 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 6, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 6, there shall be no further right of prepayment.

The Company determined that a derivative liability in the amount of $218,148 existed in connection with the variable rate conversion feature of the Eagle Equities Note 6.

$200,200 of this amount was charged to discount on the Eagle Equities Note 6, and $17,948 was charged to interest expense.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 7

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On August 20, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 7”) in the aggregate principal amount of $200,200 with an original issue discount of $18,200.

The amount received was also net of fees in the amount of $7,000, which were charged to interest expense during the period.

The Eagle Equities Note 7 entitled the holder to 12% interest per annum and matures on August 20, 2021.

Under the Eagle Equities Note 7, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 7 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 7, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 7 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepays the Eagle Equities Note 7 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 7, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 7, there shall be no further right of prepayment.

The Company determined that a derivative liability in the amount of $215,403 existed in connection with the variable rate conversion feature of the Eagle Equities Note 7.

$200,200 of this amount was charged to discount on the Eagle Equities Note 7, and $15,203 was charged to interest expense.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 8

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On September 30, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 8”) in the aggregate principal amount of $114,400 with an original issue discount of $10,400.

The amount received was also net of fees in the amount of $4,000, which were charged to interest expense during the period.

The Eagle Equities Note 8 entitled the holder to 12% interest per annum and matures on September 30, 2021.

Under the Eagle Equities Note 8, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 8, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 8 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Eagle Equities Note 8 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 8, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 8, there shall be no further right of prepayment.

The Company determined that a derivative liability in the amount of $117,309 existed in connection with the variable rate conversion feature of the Eagle Equities Note 8.

$114,400 of this amount was charged to discount on the Eagle Equities Note 8, and $2,909 was charged to interest expense.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 9

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On October 29, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 9”) in the aggregate principal amount of $114,400 with an original issue discount of $10,400.

The amount received was also net of fees in the amount of $4,000, which were charged to discount on convertible notes during the period.

The Eagle Equities Note 9 entitled the holder to 12% interest per annum and matures on October 29, 2021.

Under the Eagle Equities Note 9, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 9 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 9, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 9 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Eagle Equities Note 9 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 9, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 9, there shall be no further right of prepayment.

The Company determined that a derivative liability in the amount of $86,432 existed in connection with the variable rate conversion feature of the Eagle Equities Note 9;

this amount was charged to discount on the Eagle Equities Note 9.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Eagle Equities Note 10

This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter.

On December 9, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 10”) in the aggregate principal amount of $220,000 with an original issue discount of $20,000.

The amount received was also net of fees in the amount of $8,000, which were charged to discount on convertible notes during the period.

The Eagle Equities Note 10 entitled the holder to 12% interest per annum and matures on December 9, 2021.

Under the Eagle Equities Note 10, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 9, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 10 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock.

If the Company prepaid the Eagle Equities Note 10 during the 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%;

if such prepayment is made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 10, then such redemption premium was 116%;

if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%;

and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%;

and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%;

and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%.

After the 180th day following the issuance of the Eagle Equities Note 9, there shall be no further right of prepayment.

The Company determined that a derivative liability in the amount of $118,160 existed in connection with the variable rate conversion feature of the Eagle Equities Note 10;

this amount was charged to discount on the Eagle Equities Note 10.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

On May 4, 2020, the Company received loan proceeds from Bank of America in the amount of $460,406 under the Paycheck Protection Program (the “PPP Loan”).

On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note.

Bank of America requested that the Company return the funds it received back to Bank of America.

The Company is currently negotiating a repayment plan with Bank of America.

If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.

Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below.

Notes Payable Table 1:

Principal Balance

Accrued Interest

Series C Convertible Debenture

Series D Convertible Debenture

Convertible Note A

Power Up Note 11

Power Up Note 12

Power Up Note 13

Eagle Equity Note 1

Eagle Equity Note 2

Eagle Equity Note 3

Eagle Equity Note 4(a)

Eagle Equity Note 5(b)

Eagle Equity Note 6(c)

Eagle Equity Note 7(d)

Eagle Equity Note 8(e)

Eagle Equity Note 9(f)

Eagle Equity Note 10(g)

(a) Subsequent to December 31, 2020, $84,000 of principal and $8,398 of accrued interest of this note were converted to a total of 7,629,714 shares of the Company’s common stock.

As of the date of this filing this note is fully satisfied and there are no further obligations.

(b) Subsequent to December 31, 2020, $100,000 of principal and $9,317 of accrued interest of this note were converted to a total of 8,782,885 shares of the Company’s common stock.

As of the date of this filing this note is fully satisfied and there are no further obligations.

(c) Subsequent to December 31, 2020, $200,000 of principal and $13,864 of accrued interest of this note were converted to a total of 13,734,672 shares of the Company’s common stock.

As of the date of this filing this note is fully satisfied and there are no further obligations.

(d) Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,184,148 shares of the Company’s common stock.

As of the date of this filing this note is fully satisfied and there are no further obligations

(e) Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 639,593 shares of the Company’s common stock.

As of the date of this filing this note is fully satisfied and there are no further obligations

(f) Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 605,177 shares of the Company’s common stock.

As of the date of this filing this note is fully satisfied and there are no further obligations

(g) Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,095,131 shares of the Company’s common stock.

As of the date of this filing this note is fully satisfied and there are no further obligations

The total amount of notes payable at December 31, 2020 and December 31, 2019 is presented in Notes Payable Table 2 below:

Notes Payable Table 2:

Total notes payable

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Long-term portion, net of discount

Aggregate maturities of notes payable and convertible notes payable as of December 31, 2019 are as follows:

For the twelve months ended December 31,

Total – net of discount

Note 9 – Derivative Liabilities

Certain of the Company’s convertible notes contain conversion features that create derivative liabilities.

Certain of the Company’s convertible notes and warrants contain features that create derivative liabilities.

The pricing model the Company uses for determining fair value of its derivatives is the Lattice Model.

3 unchanged sentences

The derivative components of these notes are valued at issuance, at conversion, at restructure, and at each period end.

Derivative liability activity for the twelve months ended December 31, 2019 is summarized in the table below:

Derivative liability activity for the years ended December 31, 2019 and 2020 are summarized in the table below:

December 31, 2018

5 unchanged sentences

December 31, 2019

Note 7 – Stockholders’ Deficit

Conversion features issued

Settled upon conversion or exercise

Settled upon payment of note

Gain on revaluation

December 31, 2020

Note 10 – Stockholders ’ Equity (Deficit)

The Company has authorized 500,000,000 shares of common stock, par value $0.01;

81,268,443 and 31,598,236 shares were issued and outstanding at December 31, 2019 and 2018, respectively.

2019 Common Stock Transactions :

155,381,183 and 81,268,443 shares were issued and outstanding at December 31, 2020 and December 31, 2019, respectively.

Common Stock Transactions During the Year Ended December 31, 2020

The Company entered into agreements with two note holders regarding the exercise price of warrants held by the note holders.

These agreements resulted in the following:

(i) on January 29, 2020, the Company issued 1,000,000 shares of common stock, and the note holders agreed to cancel 2,769,482 warrants;

the Company recorded a gain in the amount of $77,652 on this transaction;

(ii) on February 19, 2020, the Company issued 4,098,556 shares of common stock for the exercise of 4,480,938 warrants in a cashless transaction;

the Company recorded a gain in the amount of $182,295 on this transaction, which is included in gain on derivative liabilities.

On May 27, 2020, the Company issued 2,901,440 shares of common stock for the cashless exercise of warrants.

These warrants were issued pursuant to a settlement agreement with a note holder regarding the effective price of warrants issued with regard to a variable conversion price feature which resulted in the issuance of 1,011,967 more shares than would have been issued prior to the settlement agreement.

The Company recorded a loss in the amount of $24,894 on this transaction based upon the additional shares issued at the market price of the Company’s common stock.

The Company issued, in nineteen transactions and at prices ranging from $0.0108 to $0.0120 per share, a total of 63,374,555 shares in connection with the conversion of principal and interest of convertible notes payable in the aggregate amounts of $813,000 and $70,658.

No gain or loss was recognized on these transactions.

On January 2, 2020, the Company issued 200,000 restricted shares of the Company’s common stock at valued $7,680 in exchange for services conducted on behalf of the Company.

The value of these shares was based on the closing market price on the respective date of grant.

On August 27, 2020, the Company issued 386,985 shares of common stock at a price of $0.034 per share to an ex-employee for accrued compensation.

A gain in the amount of $6,988 was recognized on this transaction.

The Company charged the amount of $67,623 to operations in connection with the vesting of stock granted to its officers, Board members, and employees.

The Company charged the amount of $421,502 to operations in connection with the vesting of stock options granted to its officers, Board members, consultants and employees.

On December 31, 2020.

the Company issued 2,151,204 shares of common stock at a price of $0.0305 per share as payment of accrued dividends on the Series X Preferred Stock.

Common Stock Transactions During the Year Ended December 31, 2019

The Company issued 300,000 restricted shares of the Company’s common stock with a fair value of $22,005 in exchange for services conducted on behalf of the Company.

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The Company recorded imputed interest on a note payable to a related party and charged the amount of $9,018 to additional paid-in capital.

2018 Common Stock Transactions :

The Company issued 6,149,420 restricted shares of the Company’s common stock with a fair value of $455,537 in exchange for services conducted on behalf of the Company.

The value of these shares was based on the closing market price on the respective date of grants.

The Company issued 4,913,511 shares of common stock for the conversion of accounts payable in the amount of $453,402.

The Company issued 1,604,431 shares of common stock for accrued compensation in the amount of $156,435.

The Company recorded imputed interest expense of $9,000 during the year ended December 31, 2018, respectively, on a note payable to a related party in the amount of $75,000.

Preferred Stock

The Company has authorized 100,000,000 shares of Preferred Stock.

The Company has issued 26,227 and 0 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) as of December 31, 2019 and 2018, respectively.

We have authorized to issue 100,000,000 shares of Preferred Stock with such rights designations and preferences as determined by our Board of Directors.

We have designated 27,324 shares as Series X Preferred Stock, and 3,000,000 as Series A Preferred Stock.

There are no Series A Preferred shares issued as of the date of this filing.

Series A Preferred Stock

We issued 4,800 and 0 shares of our 12% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) as of December 31, 2020 and December 31, 2019, respectively.

The Series A Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series A Preferred Stock.

The Series A Preferred Stock is not redeemable prior to March 3, 2022.

The Series A Preferred Stock will accrue dividends at the rate of 12% on $25.00 per share.

The designation includes, among other terms, that:

The Series A Preferred Stock ranks junior to our Series X Preferred Stock;

The Series A Preferred Stock has limited voting rights only on matters impacting certain of our securities that are senior to the Series A and in transactions involving mergers or similar transactions that adversely affects and deprives holders of the Series A Preferred Stock;

The Series A Preferred Stock is on a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up;

The Series A Preferred Stock is junior to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up;

The Series A Preferred Stock is effectively junior to all of our existing and future indebtedness;

The Series A Preferred Stock will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase it at our option;

The Series A Preferred Stock will accrue cumulative cash dividends at the rate of 10% of the $25.00 per share liquidation preference per annum which will accrue if we do not have funds to pay the dividend;

We have not yet generated revenues from our current business plan and we do not presently have a reserve to pay dividends that will be due in the future on the Series A Preferred Stock;

No dividends will be paid or set apart for payment by us at any time if it would violate the terms of any agreement in which we are a party to or that we may enter into in the future;

The Series A Preferred Stock may be redeemed by us on or after March 3, 2022, for a cash redemption price of $25.00 per share if certain requirements are met;

The Series A Preferred Stock is not convertible into our Common Stock;

If we fail to pay a dividend on the Series A Preferred, holders will not receive additional interest or fees in respect to such dividend.

Series A Preferred Stock Transactions During the Year Ended December 31, 2020

On March 2, 2020, the Company issued 4,800 shares of its Series A Preferred Stock to four individuals with certain skills and know-how to assist the Company in the development of its newly-formed subsidiary The Good Clinic, LLC.

The Company has valued these shares at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant.

During the year ended December 31, 2020, the Company accrued dividends in the amount of $9,967 on the Series A Preferred Stock.

At December 31, 2020, dividend payable on the Series A Preferred Stock was $9,967.

At December 31, 2020, if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 755,076 shares of common stock based upon the average price of $0.0132 per share for the five day period ended December 31, 2020.

Subsequent to year end the Company cancelled these shares and instead issued a total of 600,000 shares of restricted common stock to the holders.

Series A Preferred Stock Transactions During the Year Ended December 31, 2019

Series X Preferred Stock

The Company has 26,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of December 31, 2020 and December 31, 2019.

The Series X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock;

the Series X Preferred Stock is not redeemable prior to November 4, 2020.

The Series X Preferred Stock will rank senior to all classes of the Company’s common stock and will accrue dividends at the rate of 10% on $25.00 per share.

The Series X Preferred Stock will have “super” voting rights such that each share of Series X Preferred Stock will be entitled to 20,000 votes.

The Series X Preferred Stock had a fair value of $34.73 per share at December 31, 2019 as determined by the Company’s independent valuation consultant.

2019 Preferred Stock Transactions :

The Series X Preferred Stock will rank senior to all classes of the Company’s common and preferred stock and accrues dividends at the rate of 10% on $25.00 per share.

The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration.

Each one share of the Series X Preferred Stock is entitled to 20,000 votes on all matters submitted to a vote of our shareholders.

Series X Preferred Stock Transactions During the Year Ended December 31, 2020

During the year ended December 31, 2020, the Company accrued dividends in the amount of $65,568 on the Series X Preferred Stock.

On December 31, 2020, the Company issued 2,151,204 shares of common stock at a price of $0.0305 per share in satisfaction of the accrued dividends on the Series X Preferred Stock.

The price of the common stock issued was equal to the average closing price over the five days prior the date of conversion.

At December 31, 2020, dividend payable on the Series X Preferred Stock was $0.

Series X Preferred Stock Transactions During the Year Ended December 31, 2019

On December 31, 2019, the Company issued a total of 26,227 shares of Series X Preferred Stock in settlement of various liabilities.

1 unchanged sentence

The shares of Series X Preferred Stock were issued as follows:

Ron Riewold, Director

Ronald Riewold, Director

Deferred Compensation

1 unchanged sentence

Deferred Compensation

Smith, Director and President

Smith, Director and President (now ex-Officer and Director)

Deferred Compensation

8 unchanged sentences

(b) Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees.

At December 31,2019, there were 26,227 shares of Series X Preferred Stock issued and outstanding.

There were no dividends recorded on the Series X Preferred Stock because all of the shares were issued on the last day of the fiscal year.

2018 Preferred Stock Transactions:

There were no shares of Preferred Stock authorized, issued, or outstanding during the twelve months ended December 31, 2018.

Note 8 – Stock Options

As of December 31, 2019 and 2018, unrecognized stock compensation expense related to unvested stock options under all Plans was $0.

Total stock compensation expense recorded to selling, general and administrative expenses on the consolidated statements of operations and comprehensive for the fiscal year ended December 31, 2019 and 2018 related to the all Plans and options that vested during the period was $0.

A summary of options issued, exercised and cancelled are as follows:

Weighted- Average

Exercise Price ($)

Stock Options

The following table summarizes the options outstanding at December 31, 2020 and the related prices for the options to purchase shares of the Company’s common stock:

Transactions involving stock options are summarized as follows:

Weighted- Average

Contractual Term

Aggregate Intrinsic

Exercise Price ($) (A)

Outstanding at December 31, 2018

Outstanding at December 31, 2019

Exercisable at December 31, 2018

Outstanding at December 31, 2020

Exercisable at December 31, 2019

Note 9– Stock Warrants

Subsequent to the restructuring of the Company and the spin-out in 2015, the Company had warrants to purchase common stock outstanding that were not terminated and have continued as part of the operations as detailed below.

The warrants were adjusted for a 1 for 101 stock-split due to the spin-out and restructuring plan as authorized.

All warrants outstanding as of December 31, 2018 are scheduled to expire at various dates through 2019.

During the year ended December 31, 2018, the Company issued 1,025,000 five-year warrants with an exercise price of $0.10 in connection with notes payable.

The fair value of the warrants of $74,095 was recorded as a discount to the notes payable, and charged to additional paid-in capital during the year ended December 31, 2018.

During the year ended December 31, 2019, the Company issued 400,000 five-year warrants with an exercise price of $0.10 in connection with notes payable.

The fair value of the warrants of $34,500 was recorded as a discount to the notes payable and charged to additional paid-in capital during the year ended December 31, 2019.

During the year ended December 31, 2019, a reset event occurred which was treated as a deemed dividend whereby the exercise price of warrants to purchase a total of 1,425,000 shares of the Company common stock was reduced from $0.10 per share to $0.00858 per share.

The holder of warrants for an original amount of 625,000 shares exercise half of that amount in a cashless conversion.

The Company issued a total of 3,514,900 shares of common stock in connection with this cashless conversion.

The Company did not agree with the investor’s interpretation of the ratchet feature of the warrant agreement and entered into a settlement agreement whereby an additional 1,000,000 shares of common stock would be issuable upon the investor’s cashless conversion of the remainder of the warrant.

This conversion occurred subsequent to December 31, 2019, and the additional 1,000,000 shares were issued on January 29, 2020.

A summary of warrants issued, exercised and expired are as follows:

Exercisable at December 31, 2020 (B)

On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share.

This included 150,000 options previously priced at $0.04 per share;

7,450,000 options previously priced at $0.05 per share;

1,000,000 options previously priced at $0.06 per share;

and 67,879 options previously prices at $21.40 per share.

The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020.

The exercise prices of all options are shown at the restated price of $0.03 per share.

On December 28, 2020, the Company accelerated the vesting of certain of its options issued to Board members, management, and consultants, resulting in a charge to operations in the amount of $164,647 during the year ended December 31, 2020.

At December 31, 2020, the total stock-based compensation cost related to unvested awards not yet recognized was $71,156.

The Company valued stock options during the years ended December 31, 2020 and 2019 using the Black-Scholes valuation model utilizing the following variables:

149.4% to 209.6

228.0% to 229.4

Risk-free interest rates

0.55% to 1.30

1.75% to 2.53

The following table summarizes the warrants outstanding at December 30, 2020 and the related prices for the warrants to purchase shares of the Company’s common stock:

Weighted- Average

Exercise Price ($)

Weighted- Average

Contractual Term

Outstanding at December 31, 2018

Additional warrants due to due to trigger of ratchet feature

Additional warrants due to trigger of ratchet feature

Exercised – cashless conversion

Outstanding at December 31, 2019

Exercisable at December 31, 2019

Note 10 – Revenue

During the year ended December 31, 2019, the Company licensed the source code to certain of the Company’s proprietary software products to a pharmacy (the “Source Code Licensing Agreement”;

the “Licensee”) for the gross amount of $25,000.

The Licensee intends to sublicense this software to third parties.

Pursuant to the terms of the Source Code Licensing Agreement, the Company will receive 10% of the gross sales the Licensee generates from the sublicenses.

During the year ended December 31, 2019, the Company recognized revenue from the Source Code Licensing Agreement in the amount of $3,500, representing the amount of the nonrefundable cash payment that has been collected.

The Company will recognize the additional $21,500 of the purchase price pro-rata as the Licensee generates sales to third parties.

Outstanding at December 31, 2020

Note 11 – Income Taxes

The Company accounts for income taxes under standards issued by the FASB.

Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

No provision for federal income taxes has been recorded due to the available net operating loss carry forwards of approximately $5,696,695 will expire in various years through 2036.

Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards.

The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes.

The components of these differences are as follows at December 31, 2019 and December 31, 2018:

Net tax loss carry-forwards

Statutory rate

Expected tax recovery

Change in valuation allowance

Income tax provision

Components of deferred tax asset:

Non-capital tax loss carry-forwards

Deferred income taxes result from the temporary differences primarily attributable to amortization of intangible assets and debt discount and an accumulation of net operating loss carryforwards for income tax purposes with a valuation allowance against the carryforwards for book purposes.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $5,860,000, which will expire through 2040.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

Due to significant changes in the Company’s ownership, the Company’s future use of its existing net operating losses may be limited.

The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 consist of the following:

The provision (benefit) for income taxes differs from the amount of income tax determined by applying the applicable statutory income tax rate of 21.0% for the years ended December 31, 2020 and 2019 to the loss before taxes as a result of the following differences:

Loss before income taxes

Statutory tax rate

Total tax benefit at statutory rate

Permanent difference – meals and entertainment,

Preferred Stock dividend

Changes in valuation allowance

Income tax expense

Deferred income taxes reflect the tax impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations.

Deferred income taxes include the net tax effects of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

As of December 31, 2020, and 2019 significant components of the Company’s deferred tax assets are as follows:

Deferred Tax Assets (Liabilities):

Accrued payroll

ASC842-ROU Asset

ASC842-ROU (Liability)

Gain from derivatives

Stock based compensation

Net operating loss

Net deferred tax assets (liabilities)

Valuation allowance

Net deferred tax asset

Net deferred tax assets (liabilities)

Note 12 – Fair Value of Financial Instruments

5 unchanged sentences

Note 13 – Commitments and Contingencies

Stress Free Capital, Inc.

True Nature Holdings, Inc.

CACE-18-0108656

Pursuant to a judgment rendered in the Seventeenth Judicial District I and for Broward County, Florida, the Company in June 2019 issued 1,401,224 shares of common stock in complete settlement of a note payable to the plaintiff in the aggregate amount of $84,073.48.

As such we have no further obligations related to this matter.

National Council for Science and the Environment, Inc.

Trunity Holdings, Inc., Case No.

2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division.

This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc.

(“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc.

(“Trunity”) and alleges claims for breach of contract.

Acknowledgement of indebtedness and settlement agreement and quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014.

The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case.

The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment.

In its counterclaim, the Company sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE.

On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later.

The Company has not paid the amounts as of the date of this filing and has recorded the obligation at $75,000.

Carlton Fields Jorden Burt, P.A.

This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828.

The Company believes it has strong defenses against any such action and anticipates a settlement upon completion of certain funding activities.

The Company has recorded a liability in the amount of $266,319 on its balance sheet at December 31, 2019.

Randstad General Partner (US) LLC D/B/A Tatum

A former service provider of the Company has filed an action in Georgia to collect the amount of $44,365 for services provided to the Company.

On October 18, 2018, the Superior Court of Fulton County, State of George issued an Order & Final Judgment against the Company in the amount of $44,365 plus an additional $11,001 of accrued interest.

On July 3, 2019 the Company settled this matter with a $5,000 payment made by a shareholder for the benefit of the Company, and the Company recorded a gain on settlement in the amount of $50,366.

As such we have no further obligations related to this matter.

Note 1 4 – Financial Condition and Going Concern

As of December 31, 2019, the Company had cash in the amount of $83,245, current liabilities of $2,419,285, and has incurred a loss from operations.

True Nature Holding’s principal operation is the acquisition of compounding pharmacy companies.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern.

The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations.

The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies.

However, as of the date of these consolidated financial statements, no formal agreement exists.

There are no pending or anticipated legal actions at this time except as noted below in “Other”.

On May 4, 2020, we received a loan in the amount of $460,406 from the United States Small Business Administration under the Payroll Protection Program.

Subsequent to June 30, 2020, we determined that errors had been made in the application submitted to obtain the loan.

On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which we did receive.

Bank of America has requested that we remit such funds back to Bank of America.

We are presently attempting to negotiate repayment of the loan.

If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition.

During management's review of the Company’s recent PPP loan application after the loan had been disbursed to the Company, it was determined that the information provided by Ms.

Smith, the Company’s former President and COO, was not representative of the Company’s situation.

After consulting with legal counsel, the Board of Directors voted to remove Ms.

Smith from its Board of Directors, and all other capacities due to the misstatements she made in the loan application.

Subsequent to that decision, effective July 1, 2020, Ms.

Smith submitted a resignation from all positions with the Company, which was accepted by the Board and management.

Smith subsequently retained counsel and has indicated her intent to file an administrative charge of discrimination in Colorado under certain provisions of the anti-discrimination laws of that state.

On August 18, 2020, the Company received formal notice that a complaint has been filed with the Colorado Civil Rights Division by Ms.

Smith naming the Company as the Respondent.

The Company believes the claims are frivolous and intends to vigorously defend against the allegations.

As of the date of this filing the Company has been advised that the Colorado Civil Rights Division has dismissed this matter effective March 1, 2021.

Smith requested a “Right-to-Sue” letter, which she received, giving her a right to sue in District Court for 90 days from the date of the dismissed action.

Note 14 – Subsequent Events

Special Notice Regarding the Worldwide Covid-19 Crisis

The world economy is facing significant uncertainties as a result of the worldwide COVID-19 crisis.

While we are a small company and have a limited workforce, it is likely we will face increased risk in case that our financing needs are delayed, our acquisition targets face liquidity issues, and if our professional relationships are challenged from limited staff availability or access.

We are working to created back-up service providers, financing options and alternatives to stem these potential challenges, but there can be no assurance that these actions will be effective, or timely.

Issuance of Common Stock

On January 6, 2020, the Company issued 200,000 shares of common stock with a fair value of $8,000 to a consultant.

On January 29, 2020, the Company issued 1,000,000 shares of common stock in connection with the cashless conversion of warrants.

On February 19, 2020, the Company issued 4,098,556 shares of common stock in connection with the cashless exercise of warrants.

Sale and Issuance of Eagle Equities, LLC Term Note

On January 24, 2019, the Company entered into a convertible note agreement with Eagle Equities, LLC in the amount of $256,000.

The note was funded on January 27, 2019.

On February 4, 2020 the Board of Directors by written consent approved changing the name of the Company from True Nature Holding, Inc.

to Mitesco, Inc.

and to make a request to change the stock symbol from “TNTY” to “MITI”, subject to approval by FINRA.

On the same day, the Board of Directors of the Company adopted the resolution to amend its Articles of Incorporation to affect the Name Change.

On February 6, 2020 the Companies directed its counsel to file the required FINRA application forms required to execute the changes discussed.

Pursuant to the request the Company’s CUSIP for its commons stock will also be changed.

The Company will notify its shareholders when FINRA advises it with the new CUSIP information and will then file an amendment to its Articles of Incorporation with the State of Delaware Secretary of State.

Asset Purchase Agreement

On March 2, 2020, the Company entered into an asset purchase agreement (the “MyCare APA”) with the following four (4) individuals:

James Woodburn, Kevin Lee Smith, Michael Howe and Rebecca Hafner-Fogarty.

The MyCare APA calls for the full and exclusive acquisition of all assets, intellectual properties and related materials related to the establishment of a series of clinics utilizing nurse practitioners and telemedicine technology domestically and internationally.

The consideration for this acquisition is the issuance of the Company’s Series A Preferred stock in the face amount of $120,000 in aggregate.

Redemption of Certain Previously Issued Convertible Notes

March 11, 2020 True Nature Holding, Inc.

(the “Company”) paid in full a previously issued convertible notes with Power Up Lending Group, LTD.

The Power Up Convertible Bridge Note dated September 12, 2019, in the amount of $45,000 was paid in full for $71,494.52, including all accrued interest.

Amendment to Warrants Previously Issued

On March 10, 2020 the Company completed an amendment with Crown Bridge Partners, LLC related to three warrants previously issued in conjunction with certain convertible notes.

As a result of the agreement:

(i) the first note was fully exercised through the issuance of 4,098,556 shares of common stock, and is now fully extinguished, (ii) the second note has been modified such that exactly 2,901,444 shares will be issued to fully satisfy the warrant, and (iii) the third warrant was fully extinguished with no shares issued and none to be issued.

Compensatory Arrangements

On March 9, 2020 the Board of Directors agreed to implement the 2020 Employee Stock Option Plan (“the 2020 Plan”).

The plan calls for the issuance of up to 8,500,000 stock options, all subject to certain vesting and performance requirements.

In conjunction with the Plan, it has agreed to issue the following options to the two officers and two Directors of the Company.

The two outside Directors, Ron Riewold and Tom Brodmerkel shall receive options to purchase up to 1,000,000 shares each, priced at $0.05 and vesting over three years.

The two operating executive Directors, Larry Diamond and Julie Smith shall receive options to purchase 1,500,000 each, priced at $0.05 and vesting over three years subject to certain performance conditions.

Newly Formed Wholly Subsidiaries and International Operations

The Company has formed Mitesco N.

A., LLC, a Colorado corporation which will house all North American operations.

For European acquisitions, the Company has formed Acelerar Healthcare Holdings, LTD., which is based in Dublin, Ireland and will house all European acquisitions.

Increase of Shares in Stock Option Plan

On January 19, 2021, the Company increased the number of shares of common stock available in its stock option plan to 25,000,000 shares.

Common Stock Issued for Conversion of Notes Payable

On January 4, 2021, the Company issued 4,123,750 shares of common stock at a price of $0.012 per share pursuant to the conversion of $45,000 of principal and $4,485 of accrued interest in Eagle Equities Note 4.

On January 6, 2021, the Company issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4.

On January 11, 2021, the Company issued 4,463,507 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $50,000 of principal and $4,633 of accrued interest in Eagle Equities Note 5.

On January 14, 2021, the Company issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5.

On January 21, 2021, the Company issued 6,449,610 shares of common stock at a price of $0.0154 per share pursuant to the conversion of $93,000 of principal and $6,324 of accrued interest in Eagle Equities Note 6.

On January 28, 2021, the Company issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6.

From January 29, 2021 through March 21, 2021, the Company entered into Securities Purchase Agreements with 45 investors for the sale of 6,192,000 shares of the Company’s restricted common stock at a price of $0.25 per share for aggregate proceeds of $1,548,000.

The price was determined based on the prior day ten day average closing price, less a 20% discount for the risk associated with restricted stock.

These transactions were executed directly by the Company and no brokers, dealers or representatives were involved.

On February 1, 2021, the Company opened the first location of The Good Clinic in Minneapolis, Minnesota.

The Good Clinic is a PLLC and is operated by third party shareholders.

The Company considers The Good Clinic a variable interest entity, and will include the financial statements of The Good Clinic in its consolidated financial statements beginning with the quarter ending March 31, 2021.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby the Company issued 1,184,148 shares of common stock at a price of $0.24984 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby the Company issued 639,593 shares of common stock at a price of $0.23851 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares of common stock at a price of $0.24984 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note.

On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby the Company issued 1,095,131 shares of common stock at a price of $0.23748 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note.

On February 22, 2021, the Company issued 336,000 shares of common stock for the exercise of options at a price of $0.03 per share.

On March 1, 2021, the State of Colorado Department of Regulatory Agencies sent a letter to Julie R.

Smith dismissing her right to sue the Company pursuant to CCRD Complaint Number:

E2100009516x – Julie R.

True Nature Holdings.

On March 11, 2021, the Company issued 600,000 shares of common stock to four officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock.

The 4,800 shares of Series A Preferred Stock were cancelled.

On March 14, 2021, the Board of Directors appointed Philip Keller its Chief Financial Officer.

In connection with Mr.

Keller’s appointment as Chief Financial Officer, Mr.

Lawrence Diamond will no longer serve as the Company’s Interim Chief Financial Officer.

Diamond will continue to lead the Company’s growth and development as Chief Executive Officer and as a Director of the Board.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data