[1]

(a)In August 2014 the Company issued a series of convertible notes with various interest rates ranging up to 10% per annum. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The notes are due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The balance of the notes outstanding was $55,000 as of December 31, 2017. On April 8, 2018, a note holder elected to convert a $10,000 convertible note plus outstanding accrued interest of $3,652 into 200,000 shares of the Company's common at $0.02 per share (see Note 8). The balance of the notes outstanding was $45,000 as of December 31, 2018, of which $30,000 was due to related parties.

[2]

(b)On May 9, 2016 the Company issued a convertible note to YLimit, LLC in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. The note is secured by the Company's rights, titles and interests in all the Company's tangible and intangible assets, including intellectual property and proprietary software whether existing now or created in the future. On August 25, 2017, the Note was amended to authorize total borrowings on this Note to $517,000, and as such an additional $217,000 was advanced to the Company with the terms remaining the same except that the conversion feature was modified to state that all borrowings under the note will be converted at 85% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. The balance of the notes outstanding was $517,000 as of December 31, 2017 and the balance of the debt discount was $137,358. On April 12, 2018 and again on August 15, 2018, the Company and Ylimit, LLC entered into an amendment to the original secured convertible promissory note. The amendments increased the borrowing limits by $190,500 to a total of $707,500, and extended the maturity date to May 9, 2019. In addition, the amendment on April 12, 2018 modified the conversion feature to state that all borrowings under the note will be converted at 75% of the per share stock price in the equity funding, but in no event shall the conversion price be less than $0.035 per share. This feature gave rise to a derivative liability of $135,900 during the period ended December 31, 2018 that is discussed below. During the twelve months ended December 31, 2018, the Company borrowed an additional $190,500. The balance of notes outstanding was $707,500 as of December 31, 2018 and the balance of the debt discount was $70,078.

[3]

(c)On August 21, 2017, the Company issued a convertible note to Crossover Capital Fund II, LLC (the "Buyer") in the principal amount of $61,000 with an interest rate of 8% per annum and a maturity date of August 21, 2018. The note included an original issue discount of $6,000. The note is convertible into shares of common stock of the Company at 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer requests conversion. The balance of the note outstanding was $61,000 as of December 31, 2017. During the twelve months ended December 31, 2018, the Buyer elected to convert $36,786 of outstanding principal and $5,614 of outstanding accrued interest into 12,100,000 shares of the Company's common at $0.0035 per share. On March 2, 2018, the Company issued a second convertible note to Crossover Capital Fund II, LLC (the "Buyer") in the principal amount of $38,500 with an interest rate of 10% per annum and a maturity date of December 2, 2018. The note included an original issue discount of $3,500. The note is convertible into shares of common stock of the Company at the lower of (i) $0.019 per share or, (ii) 50% of the lowest closing bid price in the 20 trading days prior to the day that the Buyer requests conversion. This feature gave rise to a derivative liability of $116,098 that is discussed below. In the event of default, as defined in the note agreement, interest shall accrue at a default interest rate of 19% per annum or at the highest rate of interest permitted by law, whichever is less. If the Company loses the bid price for its stock in the market (including the OTC marketplace or other exchange) or the Company's common stock is delisted from an exchange or if trading has been suspended for more than 10 consecutive days, the outstanding principal amounts would increase 20% or 50%, respectively. The aggregate balance of the notes outstanding, and the related debt discounts was $62,714 and $0 as of December 31, 2018, respectively.

[4]

(d)From September 1, 2017 to December 31, 2017, the Company issued convertible notes to Golock Capital, LLC ("Lender") in the aggregate principal amount of $191,750 with an interest rate at 10% per annum and maturity dates between June 1, 2018 and August 31, 2018. The notes are convertible into shares of the Company's common stock at prices between $0.015 and $0.02 per share. As additional consideration for the Lender to enter into these agreements with the Company, the Company issued warrants to the Lender to acquire in the aggregate 4,804,708 shares of the Company's common stock at a weighted average exercise price of $0.014 per share. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggy back registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. The balance of the notes outstanding and the related debt discount was $191,750 and $19,652, respectively, as of December 31, 2017. On February 2, 2018, the Company issued a convertible note to Golock Capital, LLC ("Lender") in the principal amount of $40,000 with an interest rate at 10% per annum and a maturity date of November 2, 2018. The note included an original issue discount of $5,000. The note is convertible into shares of the Company's common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 2,500,000 shares of the Company's common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount and the beneficial conversion feature totaling $40,000 was recorded as a debt discount and will be amortized to interest expense over the term of the note. In addition, the Lender shall have the first right of refusal as to any future funding of Borrower in that Lender shall have the right to provide all or a portion of the funding upon the same terms as those offered in writing by any third party or contained in any private placement of borrower. The Lender, upon conversion, shall have piggy back registration rights for all of its common stock shares in any registration or post-effective amendment to any registration initiated by Borrower with the Securities and Exchange Commission. On November 5, 2018, the Company amended the notes above by changing the conversion feature for the aggregate notes to be convertible into shares of common stock of the Company at the lower of (i) $0.015 per share or, (ii) 58% of the lowest closing bid price in the 20 trading days prior to the day that the Lender requests conversion. This feature gave rise to a derivative liability of $553,000 that is discussed below. The amendment also increased the principal face amount of notes to include accrued interest, and an additional $43,250 was added to principal, which was recorded to financing costs. The aggregate balance of the notes outstanding, and the related debt discount was $302,067 and $0, respectively, as of December 31, 2018.

[5]

(e)On December 20, 2017, the Company issued a convertible note to DBW Investments, LLC ("Lender") in the principal amount of $21,000 with an interest rate of 10% per annum and a maturity date of September 20, 2018. The note included an original issue discount of $1,000. The note is convertible into shares of the Company's common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued a warrant to the Lender for 200,000 shares of the Company's common stock at an exercise price of $0.01 per share. The balance of the note outstanding and the debt discount was $21,000 and $0, respectively, as of December 31, 2017. On January 18, 2018, the Company issued a second convertible note to DBW Investments, LLC ("Lender") in the principal amount of $35,000, which included an original issue discount of $5,000, with an interest rate at 10% per annum and a maturity date of October 18, 2018. The note is convertible into shares of the Company's common stock at $0.015 per share. As additional consideration for the Lender to enter into this agreement with the Company, the Company issued warrants to the Lender to acquire in the aggregate 500,000 shares of the Company's common stock at an exercise price of $0.015 per share that expire three years from the date of grant. The relative fair value of the warrants, the original issue discount and the beneficial conversion feature totaling $10,367 was recorded as a debt discount and will be amortized to interest expense over the term of the note. The aggregate balance of the notes outstanding, and the related debt discount was $56,000 and $0, respectively, as of December 31, 2018.

[6]

(f)On September 6, 2018, the Company issued a convertible note to Black Ice Advisors, LLC (the "Buyer") in the principal amount of $57,750 with an interest rate of 12% per annum (22% on default) and a maturity date of September 4, 2019. The note is convertible into shares of common stock of the Company at a 38% discount of the lowest trading price for the Company's common stock during the prior twenty (20) trading day period. This feature gave rise to a derivative liability of $81,092 that is discussed below. The Buyer is limited to convert no more than 4.99%, at any one time, of the issued and outstanding common stock of the Company. The convertible note is subject to prepayment penalties. The Company instructed its transfer agent to reserve 31,818,000 shares of its common stock. The balance of the note outstanding, and the related debt discount was $57,750 and $53,932, respectively, as of December 31, 2018.

[7]

(g)On July 9, 2018, August 30, 2019, and October 18, 2018, the Company issued three convertible notes to Power Up Lending Group Ltd. (the "Buyer") in the principal amounts of $63,000, $35,000, and $35,000 respectively. The notes carry an interest rate is 12% per annum (22% on default) and a maturity date of July 9, 2019, August 30, 2019, and October 18, 2019. The notes are convertible into shares of common stock of the Company at a 38% discount of the average of the two (2) lowest closing bid prices for the Company's common stock during the prior fifteen (15) trading day period. This feature gave rise to an aggregate derivative liability of $281,813 that is discussed below. The Buyer is limited to convert no more than 4.99%, at any one time, of the issued and outstanding common stock of the Company. The convertible notes are subject to prepayment penalties. The Company instructed its transfer agent to reserve 89,741,461 shares of its common stock. The aggregate balance of the notes outstanding, and the related debt discount was $133,000 and $39,295, respectively, as of December 31, 2018.

[8]

(h)On April 12, 2018, the Company issued a convertible note to 2 Doors Management, LLC ("Lender") in the principal amount of $15,000 with an interest rate of 10% per annum, and a maturity date of January 12, 2019. The convertible note was issued in conjunction with a prior year legal settlement with a vendor for which $15,000 was previously included in the Company's accounts payable and accrued expenses balance on the Company's consolidated balance sheet. No cash was received for the convertible note. The convertible note can be prepaid without penalty. In the event of default, the interest rate increases to the highest rate legally allowed. The note is convertible into shares of the Company's common stock at $0.08 per share. In the event the Company successfully closes on a private offering of $1,000,000 or more, the Lender at closing of the offering may choose to either convert the convertible note into shares of the Company's common stock at $0.08 per share or request repayment of up to 100 percent of the remaining principal and interest of the convertible note. The balance of the note outstanding was $15,000 as of December 31, 2018.

[9]

(i)On October 18, 2018, the Company issued a convertible note to Kingsley Family Trust (the "Lender") in the principal amounts of $50,000. The note carries an interest rate of 10% per annum and a maturity date of March 19, 2020. If the Company is successful in raising equity financing of $2,000,000 or more, the Lender may choose either to convert this note into shares of common stock of the Company or request repayment of up to 25% of the principal and interest of the Note and covert the remaining balance into common stock. If Lender chooses to converted the principal and interest of this note into common stock of the Company, then Lender shall receive the number of shares equal to the dollar amount of principal and interest owed by Company to Lender as of the date of conversion divided by seventy-five percent (75%) of the per share stock offered in the private placement memorandum. If the raising of equity financing of $2,000,000 or more is unsuccessful, then the conversion price shall be seventy-five percent (75%) of the closing bid price for the Company's common stock as of the closest trading date prior to the date of the Company's receipt of Lender's written notice to convert, however in no event shall the conversion price be less than $0.035 per share. This feature gave rise to an aggregate derivative liability of $15,619 that is discussed below. The aggregate balance of the note outstanding, and the related debt discount was $50,000 and $13,387, respectively, as of December 31, 2018.

[10]

(j)On October 23, 2018, the Company issued a convertible note to LG Capital Funding, LLC (the "Buyer") in the principal amount of $52,500 with an interest rate of 8% per annum (24% on default) and a maturity date of October 23, 2019. The note is convertible into shares of common stock of the Company at 58% of the lowest trading price for the twenty (20) prior trading days including the day upon which a notice of conversion is received by the Company. This feature gave rise to a derivative liability of $145,867 that is discussed below. The convertible note is subject to prepayment penalties. The Company instructed its transfer agent to reserve 40,640,000 shares of its common stock. The aggregate balance of the notes outstanding, and the related debt discount was $52,500 and $42,575, respectively, as of December 31, 2018.