Convertible Notes Payable

9 Months Ended

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 180^thday. 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.