Debt, Accounts Payable and Accrued Liabilities

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Debt, Accounts Payable and Accrued Liabilities

Note 9 – Debt, Accounts Payable and Accrued Liabilities

(A) Accounts Payable and Other Accrued Liabilities

The following table represents breakdown of accounts payable and other accrued liabilities as of March 31, 2020 and December 31, 2019, respectively:

		March 31, 2020				December 31, 2019
Accrued salaries and benefits		$	61,724			$	61,452
Accounts payable and other accrued liabilities			61,250				68,127
		$	122,974			$	129,579

(B) Accounts Payable and Accrued Liabilities – Related Parties

The following table represents the accounts payable and accrued expenses to related parties as of March 31, 2020 and December 31, 2019, respectively:

		March 31, 2020				December 31, 2019
Accrued salaries and benefits		$	386,776			$	382,165
Expenses payable			26,952				76,353
		$	413,728			$	458,518

(C) Short Term Notes Payable

Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2019:

Date of Note		Principal				Accrued Interest				Total
November 26, 2013 – JSP		$	-			$	37,971			$	37,971
September 30, 2018 – EDEN			260,584				8,058				268,642

Balance – December 31, 2019		$	260,584			$	46,029			$	306,613

Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at March 31, 2020:

Date of Note		Principal				Accrued Interest				Total
November 26, 2013 – JSP		$	-			$	37,971			$	37,971
September 30, 2018 – EDEN			260,584				8,058				268,642

Balance – March 31, 2020		$	260,584			$	46,029			$	306,613

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On November 26, 2013, the Company secured from a private individual, a twelve-month fixed price convertible loan amounting to $450,000 having an interest at 10% per annum and an agreed fixed conversion price of $0.5 per share. During the year ended December 31, 2014, the Company recorded a total accrued interest of $42,971 on this Note. On December 23, 2014, the Company fully repaid the principal note balance of $450,000 in cash and also paid $5,000 on account of accrued interest payment, thereby leaving an accrued and unchanged interest balance of $37,971 as of March 31, 2020 and December 31, 2019.

●

On October 17, 2013, the Company secured a non-convertible three-month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee, 1,600,000 shares of an investment we held then in a company called Direct Security Integration Inc. The shares used as a form of guarantee formed part of the assets of our Company at that time but are not considered an asset since the date we provided them to the lender as we were no longer in control of such shares.

On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company was now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties.

On December 21, 2015, the Company repaid the first installment of the accrued interest amounting to $20,000, leaving the accrued interest balance of $160,402 and principal loan balance of $319,598 as on December 31, 2015.

On September 30, 2018, the Company and the lender agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company is now liable to pay GBP 220,000 or $286,642 as full and final payment regarding this loan. This repayment will not accrue any further interest or penalties. Both parties also agreed on a repayment plan of $3,000 monthly payment commencing on the date of signature of this addendum and additional ad hoc interim payments will be made to fully settle this loan within 36 months of this addendum dated September 30, 2018.

During the year ended December 31, 2018, the Company repaid three monthly payments against accrued interest totaling to $9,000 as per the addendum dated September 30, 2018 and the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $17,058 as of December 31, 2018.

During the year ended December 31, 2019, the Company repaid three monthly payments against accrued interest totaling to $9,000 as per the addendum dated September 30, 2018 and the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $8,058 as of December 31, 2019.

During the three months ended March 31, 2020, the Company did not repay any monthly installment, hence the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $8,058 as of March 31, 2020.

(D) Long Term Convertible Notes Payable – Related Party

Following is the summary of all long-term convertible notes, net of debt discounts including the accrued interest as at December 31, 2019:

Date of Note		Principal				Accrued Interest				Total
October 10, 2018 - Xantis AION Sec Fund		$	653,040			$	48,092			$	701,132
December 18, 2019 - Aegeus Sec Fund			329,100				649				329,749

Balance, December 31, 2019		$	982,140			$	48,742			$	1,030,882

Following is the summary of all long-term convertible notes, net of debt discounts including the accrued interest as at March 31, 2020:

Date of Note		Principal				Accrued Interest				Total
October 10, 2018 - Xantis AION Sec Fund		$	653,040			$	57,888			$	710,928
December 18, 2019 - Aegeus Sec Fund			329,100				5,518				334,618

Balance, March 31, 2020		$	982,140			$	63,406			$	1,045,546

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On October 10, 2018, the Company received second tranche of funding from Xantis AION Securitization Fund amounting to $653,040 pursuant to the funding agreement dated June 6, 2018. The Company had a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. The Company paid $98,651 cash commission, which is treated as debt issuance cost discount for this note. This particular Convertible Note issued to Xantis AION Securitization Fund was to mature on October 11, 2019.

During the year ended December 31, 2018, $20,552 of the debt issuance cost discount was amortized to income statement, leaving an unamortized debt issue cost balance of $78,099. The Company further recorded $3,328 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $653,040 as of December 31, 2018.

On December 13, 2019, the Company and the lender mutually agreed to defer the conversion of the second tranche of the June 6, 2018 funding agreement for a further two (2) years and one (1) day from December 18, 2019. In this case, the agreed conversion price will be the closing market price two days prior the new conversion date. The Company will continue to accrue 6% interest on the outstanding principal until the note is fully converted to its common stock.

During the year ended December 31, 2019, $78,099 of the debt issuance cost discount was amortized to income statement, leaving an unamortized debt issuance cost discount balance of $0. The Company further recorded $44,764 as interest expense during the year ended December 31, 2019 and the outstanding note balance amounted to $653,040 as of December 31, 2019.

During the three months ended March 31, 2020, the Company recorded $9,796 as interest expense and the outstanding note balance amounted to $653,040 as of March 31, 2020.

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On December 18, 2019, the Company secured a 24-month convertible loan, from Aegeus Securitization Fund (Luxembourg), for 500,000 Great Britain Pounds (equivalent to approximately $658,200) carrying an interest at the rate of 6% per annum and received the first tranche amounting to GBP 250,000 (equivalent to approximately $329,000). The lender has an option to convert this note into common stock of the Company after (2) years and one (1) day from December 18, 2019 at a conversion price equivalent to the closing market price two days prior the new conversion date. Aegeus Securitization Fund and Xantis AION Securitization Fund both have the same fund administrators, Xantis S.A., hence Aegeus Securitization Fund is treated as a related party of the Company as at December 31, 2019. The Company simultaneously also entered into a Receivables Assignment Agreement whereby an amount of the receivables from the Company and/or the next Independent Financial Advisory Firm acquired will be securitized to the lender. Pursuant to the terms of this Assignment Agreement, the Company assigned its receivables for the period from June 2020 to May 2025 to the lender.

During the year ended December 31, 2019, the Company recorded $649 as interest expense and the outstanding note balance amounted to $329,100 as of December 31, 2019.

During the three months ended March 31, 2020, the Company recorded $4,869 as interest expense and the outstanding note balance amounted to $329,100 as of March 31, 2020.