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CONVERTIBLE NOTES PAYABLE

12 Months Ended

Jun. 30, 2022

NOTE 5 – CONVERTIBLE NOTES PAYABLE

On January 2, 2020, the Company executed a 10% convertible promissory note in which it agreed to borrow up to $300,000. The note is convertible at a price per share equal to the lower of (a) the Fixed Conversion Price (which is fixed at a price equal to $0.30); or (b) 80% of the lowest trading price of the Company’s common stock during the 5 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. The initial deposit of $125,000 was made on January 15, 2020, and included a $25,000 OID. As required by ASC 470-20-30-6 the Company recognized and measured the embedded beneficial conversion feature at the commitment date of $200,000 which was credited to paid in capital, a $150,000 debt discount and a $75,000 loss on the issuance of convertible debt. As of December 31, 2021, all of the debt discount has been amortized to interest expense. During the year ended June 30, 2022, the principal and all accrued interest were converted in full into shares of common stock per the terms of the agreement. As of June 30, 2022 and June 30, 2021, there is $0 and $150,000 and $0 and $40,250 of principal and interest, due on this loan, respectively.

During the year ended June 30, 2022, the Company issued, paid and or converted the following new convertible promissory notes.


Note Holder	Date		Maturity Date	Interest Rate			Loan Amount		Conversions/Payments			Balance June 30, 2022
Power Up Lending Group Ltd ⁽¹⁾		10/1/2021	10/1/2022		10	%	$	55,000	$	(55,000	)	$	—
Fast Capital LLC ⁽²⁾		10/26/2021	10/26/2022		10	%	$	65,000	$	(35,000	)	$	30,000
Sixth Street Lending LLC ⁽³⁾		11/17/2021	11/17/2022		10	%	$	55,000	$	(55,000	)	$	—
Coventry Enterprises, LLC ⁽⁴⁾		1/5/2022	1/5/2023		10	%	$	180,000	$	(180,000	)	$	—
ONE44 Capital LLC ⁽⁵⁾		1/13/2022	1/13/2023		10	%	$	160,000	$	—		$	160,000
Mast Hill Fund, L.P. ⁽⁶⁾		1/20/2022	1/20/2023		12	%	$	350,000	$	—		$	350,000
Sixth Street Lending LLC ⁽⁷⁾		2/1/2022	2/1/2023		10	%	$	80,000	$	—		$	80,000
ONE44 Capital LLC ⁽⁵⁾		3/22/2022	3/22/2023		10	%	$	120,000	$	—		$	120,000
Sixth Street Lending LLC ⁽⁷⁾		4/13/2022	4/13/2023		10	%	$	55,000	$	—		$	55,000
1800 Diagonal Lending LLC ⁽⁷⁾		5/23/2022	5/23/2023		10	%	$	55,000	$	—		$	55,000
Coventry Enterprises, LLC ⁽⁴⁾		6/3/2022	6/3/2023		10	%	$	480,000	$	—		$	480,000
					Total		$	1,655,000	$	(325,000	)	$	1,330,000
					Less debt discount							$	(424,889	)
												$	905,111

Conversion Terms

(1)

61% of the average of the three lowest trading price for 15 days prior to conversion date.

(2)

61% of the lowest trading price for 15 days, including conversion date.

(3)

61% of the lowest trading price for 15 days prior to conversion date.

(4)

Convertible only upon an event of default. 90% of the lowest trading price for 10 days prior to conversion date.

(5)

60% of the lowest trading price for 20 days, including conversion date.

(6)

Convertible only upon an event of default. Conversion would then be $0.10.

(7)

61% of the lowest trading price for 15 days prior to conversion date.

Total accrued interest on the above convertible notes as of June 30, 2022, is $109,769.

A summary of the activity of the derivative liability for the notes above is as follows:

Schedule of derivative liability
Balance at June 30, 2021		—
Increase to derivative due to new issuances		1,648,566
Decrease to derivative due to conversion/payments		(18,162	)
Derivative gain due to mark to market adjustment		(967,422	)
Balance at June 30, 2022	$	662,982

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of June 30, 2022, is as follows:

Schedule of fair value hierarchy
Inputs	June 30, 2022		Initial Valuation
Stock price	$	0.0086		$0.018 – 0.24
Conversion price	$	.0049		$0.010 - 0.082
Volatility (annual)		217.25% – 235.22%		311.48% - 35.86%
Risk-free rate		1.72% - 2.51%		0.09% - 2.09 %
Dividend rate		—		—
Years to maturity		.32 – .9		1