v3.19.1
Notes Payable and Notes Payable - Related Parties (Tables)
 12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Schedule of notes payable

 

  December 31, 2018 December 31, 2017
Notes payable $328,783 $328,783
Notes payable, convertible 25,000 25,000
Notes payable, related parties 926,475 27,000
Notes payable, related parties, convertible 1,327,450 2,059,425
     Total $2,607,708 $2,440,208
Schedule of notes payable, related parties

    December 31, 2018 December 31, 2017
Note payable to the Company’s general counsel (also a shareholder), due November 10, 2017. (a) $7,000 $7,000
       
Note payable to an independent contractor (also a shareholder), which note payable was due December 3, 2017. (b) 10,000 10,000
       
Note payable to an independent contractor (also a shareholder), which note payable was due December 20, 2017. (c) 10,000 10,000
       
Note payable to an independent contractor (also a shareholder), which note payable was due March 16, 2018. (d) 10,000 ---
       
Note payable to an independent contractor (also a shareholder), which note payable was due June 22, 2018. (e) 10,000 ---
       
Two notes payable ($150,000 and $120,000) each to the Company’s general counsel (also a shareholder), due on demand together with accrued interest at 4.5% APR. (f) 270,000 ---
       
Note payable to the Company’s general counsel (also a shareholder), due on demand together with accrued interest at 12% APR. (g) 10,000 ---
       
Two notes payable ($349,329 and $87,532) each to the Company’s president and chief executive officer (also a shareholder), due on demand together with accrued interest at 4.5% APR. (h) 436,861 ---
       
Two notes payable ($134,604 and $28,010) each to the Company’s controller (also a shareholder), due on demand together with accrued interest at 4.5% APR. (i) 162,614 ---
       
     Total   $926,475 $27,000

 

At December 31, 2018, the Company was in default with the contractual payment terms with the unsecured term note payable (a) to the Company’s general counsel, also a shareholder, and on the unsecured term note payables (b), (c), (d) and (e) to an independent contractor, also a shareholder.

 

Note (f) reflects two unsecured notes payable for payment obligations owed to the Company’s general counsel for legal services incurred by the Company for the years ended December 31, 2015 and 2014. In addition, note (g) reflects a debt investment made by the Company’s general counsel to the Company.

 

Note (h) reflects two unsecured notes payable for amounts due to the Company’s president and chief executive officer, who is also a shareholder, for previously accrued base salary.

 

Note (i) reflects two unsecured notes payable for amounts due to the Company’s controller, who is also a shareholder, for previously accrued base salary.

 

On December 24, 2018, and in connection with the Company’s acquisition of Advanced Cement Sciences LLC, each holder of notes (f), (h) and (i) agreed to relinquish their previous respective rights of conversion on the Company promissory notes held by them.
Schedule of notes payable, related parties convertible

 

    December 31, 2018 December 31, 2017
Note payable to a company controlled by an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01 per share of common stock. (a) $60,000 $60,000
       
Note payable to the Company’s general counsel (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01 per share of common stock. (b) --- 150,000
       
Note payable to the Company’s general counsel (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.008 per share of common stock. © --- 120,000
       
Note payable to the Company’s general counsel (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock. (d) --- 10,000
       
Three notes payable ($30,000, $55,500 and $28,500) each to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01, $0.007 and $0.015, respectively, per share of common stock. (e) 114,000 114,000
       
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due November 13, 2018 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock. (f) 100,000 100,000
       
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due March 4, 2017 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock. (g) 50,000 50,000
       
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due March 18, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock. (h) 100,000 100,000
       
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due May 12, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock. (i) 50,000 50,000
       
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due June 7, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock. (j) 200,000 200,000
       
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due July 28, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock. (k) 300,000 300,000
       
Two notes payable ($20,500 and $9,500) each to an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 and $0.015, respectively, per share of common stock. (l) 30,000 30,000
       
Note payable to the Company’s president and chief executive officer (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock. (m) --- 349,329
       
Note payable to the Company’s controller (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock. (n) --- 134,604
       
Note payable to the Company’s former vice president of research and development (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock. (o) 49,000 49,000
       
Note payable to an independent contractor (also a shareholder), due on demand together with interest at 4.5% APR, and convertible at $0.007 per share of common stock. (p) 25,700 25,700
       
Note payable in the name of a son of an outside director (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.05 per share of common stock. (q) 20,000 20,000
       
Note payable to the Company’s president and chief executive officer (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.015 per share of common stock. (r) --- 87,532
       
Note payable to the Company’s controller (also a shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.015 per share of common stock. (s) --- 28,010
       
Two notes payable ($81,250 and $77,500) each to an independent contractor (also a shareholder), due on demand together with interest at 4.5% APR, and convertible at $0.01 per share of common stock. (t) 158,750 81,250
       
Note payable to an investor (also a shareholder), due on demand together with interest at 10% APR, and convertible at $0.01 per share of common stock. (u) 20,000 ---
       
Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due June 15, 2018 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock. (v) 50,000 ---
       
     Total   $1,327,450 $2,059,425

 

Notes (a), (e) and (q) reflect amounts due to a single outside director of the Company, who also is a shareholder, based on such director having (i) made certain vendor obligation payments directly on behalf of and for the benefit of the Company, (ii) having advanced certain funds to the Company at various dates for general working capital purposes, and (iii) having accrued director’s fees earned through June 30, 2017. In addition, the Company has recorded accounts payable, related parties, in the amount of $18,426 to the holder of notes (a), (e), and (q).

 

Notes (f) through (k) and (v) reflect amounts due to a certain related party investor and significant shareholder for convertible debt investments made from time to time as indicated.

 

Notes (l) reflects two notes payable for amounts due to an outside director, who is also a shareholder, for accrued director’s fees earned through June 30, 2017.

 

Note (o) reflects amounts due to the Company’s former vice president of research and development, who is also a shareholder, for previously accrued wages.

 

Note (p) reflects amounts due to an independent contractor who was President of one of EcoSmart’s divisions prior to the merger with EcoSmart and a current shareholder of the Company, for past earnings. See Note 10.

 

Note (t) reflects two notes payable for amounts due to an independent contractor, who is also shareholder, for previously accrued business development services. On October 31, 2018, the holder of one note with an original face value of $137,500 exercised the right to convert $60,000 of the note into six million shares (6,000,000) of common stock at the conversion rate of $0.01 per share per the terms of the note.

 

On December 24, 2018, and in connection with the Company’s acquisition of Advanced Cement Sciences LLC, each holder of notes (b), (c), (d), (m), (n), (r) and (s) agreed to relinquish their previous respective rights of conversion on the Company promissory notes held by them.

 

For the year ended December 31, 2018, the Company received proceeds from the issuance of notes payable to related parties in the amount of $20,000 and convertible notes payable to related parties in the amount of $70,000 (total $90,000). For the year ended December 31, 2018, the Company recognized debt discount of $39,700 associated with three note payables as they carried a beneficial conversion feature. This debt discount has been fully amortized to interest expense for the year ended December 31, 2018. For the year ended December 31, 2017, the Company received proceeds from the issuance of notes payable to related parties in the amount of $27,000 and convertible notes payable to related parties in the amount of $234,792 (total $261,792).

 

At December 31, 2018, the Company was in default with the contractual payment terms with the convertible note payable (f), (g) and (v) to a related party investor.