v3.19.3

Convertible Notes Payable | 9 Months Ended
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Sep. 30, 2019
Debt Disclosure [Abstract] |
Convertible Notes Payable | Note 8 – Convertible Notes Payable Convertible notes payable at September 30, 2019 and December 31, 2018 consists of the following:
|  | September 30, 2019 |  |  | December 31, 2018 |
September 15, 2017 |  | $ | 337,653 |  |  | $ | 344,262 |
December 8, 2017 |  |  | - |  |  |  | 52,260 |
December 12, 2017 |  |  | - |  |  |  | 107,109 |
March 15, 2018 |  |  | 40,123 |  |  |  | 40,123 |
April 27, 2018 |  |  | - |  |  |  | 16,000 |
May 17, 2018 |  |  | 56,714 |  |  |  | 60,000 |
September 17, 2018 |  |  | 60,000 |  |  |  | 60,000 |
September 21, 2018 |  |  | 30,285 |  |  |  | 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 19, 2019 |  |  | 64,500 |  |  |  | - |
February 19, 2019 |  |  | 55,125 |  |  |  | - |
March 13, 2019 |  |  | 55,125 |  |  |  | - |
May 14, 2019 |  |  | 26,500 |  |  |  | - |
May 17, 2019 |  |  | 27,825 |  |  |  | - |
August 1, 2019 |  |  | 53,500 |  |  |  | - |
August 7, 2019 |  |  | 55,125 |  |  |  | - |
Total |  | $ | 1,304,695 |  |  | $ | 938,754 |
Less: unamortized debt discount |  |  | (298,682 | ) |  |  | (313,909 | )
Total convertible notes |  | $ | 1,006,013 |  |  | $ | 624,845 |
For the nine months ended September 30, 2019, the Company recognized interest expense of $674,210, all of which represented the amortization of original issue discounts, debt discounts and beneficial conversion features. For the nine months ended September 30, 2019, the Company reduced the principal by $339,371 principal through conversion through the issuance of 10,904,612 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. Remaining issue discounts and debt discounts of $298,682 will be fully amortized by May 2020. The Company has twenty four (24) outstanding convertible notes as of September 30, 2019, with a total outstanding balance of $1,006,013. 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 180th 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 September 30, 2019.
|  |  | Loan Holder |  | Principal Amount |  |  | Date |  |  | Maturity |  |  | Balance at 12 31 18 |  |  | Additions |  |  | Payments |  |  | Conversion |  |  | Balance at 9 30 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 |  |  |  | 52,260 |  |  |  | - |  |  |  | - |  |  |  | (52,260 | ) |  |  | - |
3 |  |  | Cerberus Finance Group Ltd |  | $ | 185,292 |  |  |  | 12/12/2017 |  |  |  | 6/8/2018 |  |  |  | 107,109 |  |  |  | - |  |  |  | (99,684 | ) |  |  | (7,425 | ) |  |  | - |
6 |  |  | Bellridge Capital LP |  | $ | 60,000 |  |  |  | 5/17/2018 |  |  |  | 5/17/2019 |  |  |  | 16,000 |  |  |  | - |  |  |  | - |  |  |  | (16,000 | ) |  |  | - |
7 |  |  | Auctus |  | $ | 100,000 |  |  |  | 4/27/2018 |  |  |  | 4/25/2019 |  |  |  | 40,123 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 40,123 |
8 |  |  | Bellridge Capital LP |  | $ | 60,000 |  |  |  | 9/17/2018 |  |  |  | 3/15/2019 |  |  |  | 60,000 |  |  |  | - |  |  |  | - |  |  |  | (3,286 | ) |  |  | 56,714 |
9 |  |  | Bellridge Capital LP |  | $ | 60,000 |  |  |  | 10/18/2018 |  |  |  | 10/18/2019 |  |  |  | 60,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 60,000 |
10 |  |  | Adar Alef Omnibus |  | $ | 64,500 |  |  |  | 11/28/2018 |  |  |  | 11/29/2019 |  |  |  | 64,500 |  |  |  | - |  |  |  | - |  |  |  | (34,215 | ) |  |  | 30,285 |
11 |  |  | Adar Alef Debt Purchase |  | $ | 25,000 |  |  |  | 11/28/2018 |  |  |  | 11/29/2019 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
12 |  |  | LG Capital Omnibus |  | $ | 64,500 |  |  |  | 11/28/2018 |  |  |  | 11/29/2019 |  |  |  | 64,500 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 64,500 |
13 |  |  | LG Capital Debt Purchase |  | $ | 25,000 |  |  |  | 11/29/2018 |  |  |  | 11/29/2018 |  |  |  | 25,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 25,000 |
14 |  |  | LG Capital Omnibus |  | $ | 105,000 |  |  |  | 12/13/2018 |  |  |  | 12/14/2019 |  |  |  | 105,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 105,000 |
15 |  |  | LG Capital Omnibus |  | $ | 115,000 |  |  |  | 1/15/2019 |  |  |  | 1/15/2020 |  |  |  | - |  |  |  | 115,000 |  |  |  | - |  |  |  | - |  |  |  | 115,000 |
16 |  |  | Adar Alef Omnibus |  | $ | 132,720 |  |  |  | 2/7/2019 |  |  |  | 2/7/2020 |  |  |  | - |  |  |  | 132,720 |  |  |  | - |  |  |  | - |  |  |  | 132,720 |
17 |  |  | Adar Alef Debt Note |  | $ | 108,055 |  |  |  | 2/7/2019 |  |  |  | 2/7/2019 |  |  |  | - |  |  |  | 108,055 |  |  |  | - |  |  |  | (108,056 | ) |  |  | - |
18 |  |  | Adar Alef Omnibus |  | $ | 64,500 |  |  |  | 2/19/2019 |  |  |  | 2/19/2020 |  |  |  | - |  |  |  | 64,500 |  |  |  | - |  |  |  | - |  |  |  | 64,500 |
19 |  |  | LG Capital Omnibus |  | $ | 55,125 |  |  |  | 2/19/2019 |  |  |  | 2/19/2020 |  |  |  | - |  |  |  | 55,125 |  |  |  | - |  |  |  | - |  |  |  | 55,125 |
20 |  |  | LG Capital Omnibus |  | $ | 55,125 |  |  |  | 3/13/2019 |  |  |  | 3/13/2020 |  |  |  | - |  |  |  | 55,125 |  |  |  | - |  |  |  | - |  |  |  | 55,125 |
21 |  |  | Adar Alef Omnibus |  | $ | 26,500 |  |  |  | 5/14/2019 |  |  |  | 2/20/2020 |  |  |  | - |  |  |  | 26,500 |  |  |  | - |  |  |  | - |  |  |  | 26,500 |
22 |  |  | LG Capital Omnibus |  | $ | 27,825 |  |  |  | 5/17/2019 |  |  |  | 2/15/2020 |  |  |  | - |  |  |  | 27,825 |  |  |  | - |  |  |  | - |  |  |  | 27,825 |
23 |  |  | Adar Alef Omnibus |  | $ | 53,500 |  |  |  | 8/1/2019 |  |  |  | 2/7/2020 |  |  |  | - |  |  |  | 53,500 |  |  |  | - |  |  |  | - |  |  |  | 53,500 |
24 |  |  | LG Capital Omnibus |  | $ | 55,125 |  |  |  | 8/6/2019 |  |  |  | 2/7/2020 |  |  |  | - |  |  |  | 55,125 |  |  |  | - |  |  |  | - |  |  |  | 55,125 |
Convertible note total |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 938,843 |  |  | $ | 693,475 |  |  |  | (99,684 | ) |  |  | (227,939 | ) |  |  | 1,304,695 |
On July 25, 2019 the Company was served with a lawsuit from Auctus Fund, LLC (“Auctus”). For additional details, see MD&A Item 1. Legal Proceedings As a subsequent event, on October 3, 2019 the Company received an additional $5,000 from Adar Alef as part of aback end promissory note agreement. The cost to the Company was $5,350 which includes $350 OID. As a subsequent event, on October 8, 2019 the Company entered into a promissory note agreement with LG Capital Funding, LLC (“LG”) for loans totaling $6,850. The consideration to the Company is $5,000 with $1,500 legal fees and a $350 OID. LG delivered those funds on October 24, 2019.

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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 + Details
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