v3.19.1

Convertible Notes Payable

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Convertible Notes Payable

Note 8 – Convertible Notes Payable

Convertible notes payable at March 31, 2019 and December 31, 2018 consists of the following:

		March 31, 2019				December 31, 2018
September 15, 2017		$	337,653			$	344,262
December 8, 2017			-				52,260
December 12, 2017			33,398				107,109
March 15, 2018			40,123				40,123
April 27, 2018			-				16,000
May 17, 2018			60,000				60,000
September 17, 2018			60,000				60,000
September 21, 2018			64,500				64,500
November 28, 2018			64,500				64,500
November 28, 2018			25,000				25,000
December 13, 2018			105,000				105,000
January 15, 2019			115,000				-
February 7, 2019			132,720				-
February 7, 2019			76,693				-
February 19, 2019			64,500				-
February 19, 2019			55,125				-
March 13, 2019			55,125				-
Total		$	1,289,337			$	938,754
Less: unamortized debt discount			(667,999	)			(313,909	)
Total convertible notes		$	621,338			$	624,845

For the three months ended March 31, 2019, the Company recognized interest expense of $352,330, all of which represented the amortization of original issue discounts, debt discounts and beneficial conversion features. For the three and the twelve months ended March 31, 2019 and December 31, 2018, the Company reduced the principal by $80,347 and $608,242 principal and interest of $3,529 and $36,450, respectively, through conversion through the issuance of 189,859,704 shares of common stock. The issue discounts and debt discounts are being amortized over the life of the convertible notes using straight line amortization due to the short-term nature of the note. During the three months ended March 31, 2019, the Company recorded amortization of discounts of $196,382 to interest related to the convertible notes. Remaining issue discounts and debt discounts of $667,999 will be fully amortized by March 2020.

The Company has fifteen (15) outstanding convertible notes as of March 31, 2019, with a total outstanding balance of $1,289,337. All the notes have matured that were entered into prior to 2019. The 2019 notes mature from January 2020 to March 2020. These notes carry an interest rate ranging between 8% and 12% per annum. The notes carry an original issue discounts ranging between 10% to 25% of the face value of each note.

The notes may be converted into shares of the Company’s common stock at any time on or after the occurrence of an event of default. The conversion price shall be the 60% multiplied by the lowest trading price during the 30 trading days period ending, in holder’s sole discretion on each conversion, on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date. All terms of the note, including but not limited to interest rate, prepayment terms, conversion discount or look-back period will be adjusted downward if the Company offers more favorable terms to another party, while this note is in effect.

For some notes, the Company agreed to pay a one-time interest charge of 9% of the principal amount for each note. The notes may be converted at any time after the maturity date. The conversion price shall be 75% multiplied by the lowest trading price during the 10 prior trading days period ending on either (i) the last complete trading day prior to conversion date or (ii) the conversion date. All terms of the note, including but not limited to interest rate, prepayment terms, conversion discount or look-back period will be adjusted downward if the Company offers more favorable terms to another party, while this note is in effect.

The note may be redeemed by the Company at rates ranging from 105% to 130% depending on the redemption date provided that no redemption is allowed after the 180^th day. All terms of the note, including but not limited to interest rate, prepayment terms, conversion discount or look-back period will be adjusted downward in the Company offers more favorable terms to another party, while this note is in effect. As additional consideration, the Company is to issue to Adar Bays Capital shares of common stock with a value equal to 25% of each note, determine at the time of signing of each note.

See summary of outstanding notes payable by debt holder with related change in derivative liability and amortization of debt discount for the period ended March 31, 2019.

		Loan Holder		Principal Amount				Date		Maturity		OID & Financing Costs				Balance at 12 31 18				Additions				Payments				Conversion				Balance at 3 31 19
1		SBI Investment		$	200,000			9/27/2017		3/15/2018							156,850												(6,697	)		150,153
1		SBI Investment		$	187,500			11/14/2017		5/14/2018							187,500															187,500
2		LG Capital Funding, LLC		$	185,292			12/8/2017		6/8/2018			17,646				52,260												(18,862	)		33,398
3		Cerberus Finance Group Ltd		$	185,292			12/12/2017		6/8/2018			17,646				107,109								(99,684	)			(7,425	)		-
6		Bellridge Capital LP		$	60,000			5/17/2018		5/17/2019			10,000				16,000												(16,000	)		-
7		Auctus		$	100,000			4/27/2018		4/25/2019			10,000				40,123															40,123
8		Bellridge Capital LP		$	60,000			9/17/2018		3/15/2019			10,000				60,000															60,000
11		Bellridge Capital LP		$	60,000			10/18/2018		10/18/2019			10,000				60,000															60,000
12		Adar Alef Omnibus		$	64,500			11/28/2018		11/29/2019			4,125				64,500															64,500
13		Adar Alef Debt Purchase		$	25,000			11/28/2018		11/29/2019							-															-
14		LG Capital Omnibus		$	64,500			11/28/2018		11/29/2019			4,125				64,500															64,500
15		LG Capital Debt Purchase		$	25,000			11/29/2018		11/29/2018							25,000															25,000
16		LG Capital Omnibus		$	105,000			12/13/2018		12/14/2019			5,000				105,000															105,000
17		LG Capital Omnibus		$	115,000			1/15/2019		1/15/2020			5,750								115,000											115,000
18		Adar Alef Omnibus		$	132,720			2/7/2019		2/7/2020			6,000								132,720											132,720
19		Adar Alef Debt Note		$	108,055			2/7/2019		2/7/2019			8,371								108,055								(31,363	)		76,693
20		Adar Alef Omnibus		$	64,500			2/19/2019		2/19/2020			4,125								64,500											64,500
21		LG Capital Omnibus		$	55,125			2/19/2019		2/19/2020			2,500								55,125											55,125
22		LG Capital Omnibus		$	55,125			3/13/2019		3/13/2020			2,500								55,125											55,125
Convertible note total													92,496				938,842				530,525				(99,684	)			(80,347	)		1,289,337

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- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

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