NOTE 7 - CONVERTIBLE DEBENTURES - RELATED PARTY | Related Party On January 15, 2015, the Company amended the convertible debenture with the principal of $75,754 of a related party so that the debenture became anti-dilutive with a conversion price set at $0.35 regardless of any forward or reverse splits in the Companys common stock. On February 23, 2015, a shareholder holding a debenture with a principal balance of $75,754 and other advances to the Company of $149,142 of which $24,328 was borrowed during September 30, 2015 and $124,814 was the outstanding balance at September 30, 2014 made demand for payment of the total amounts owed including interest. The Company was not able to pay the outstanding balances. The Company and the shareholder came to an agreement that the shareholder could convert his $75,754 convertible note payable and interest at $0.15 and the advances of $149,142 plus further advances up to $150,000 at a 15% discount to the closing price as of date of the agreement or $0.15 per share. The shareholder agreed to advance an additional $50,000 to the Company to acquire assets for the Company. The $50,000 is not convertible and is accounted for as advances due to related party see Note 10. The change in terms of the $75,754 convertible note created a derivative liability and required the Company to record fair value at the inception of the derivative and for each subsequent reporting period. The fair value of the embedded derivatives at December 31, 2018 was determined using the Black Scholes based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 357.4%, (3) weighted average risk-free interest rate of 1.29%, (4) expected term of one year, and (5) estimated fair value of the Companys common stock is $0.04. The fair value calculated as of December 31, 2018 was $32,881. During the three months ended December 31, 2018 the decrease in fair value of $52,166 resulted in an other income gain reflected in the statement of operations. During the three months ended December 31, 2017 the decrease in fair value of $2,012,694 resulted in other income reflected in the statement of operations. The addition of a conversion feature for the advances of $149,142 created a beneficial conversion feature as of September 30, 2015 of $149,142. Due to the advances having no terms and being due on demand, this amount was expensed as interest expense for the year ended September 30, 2015. As of December 31, 2018 and September 30, 2018, the amount due under the convertible debentures to related parties was $241,896 and $241,896, respectively. Effective September 30, 2018 the related party agreed that there will be no further accrual of interest on the debt instruments referred to above. Other On November 8, 2018, the Company issued a convertible debenture of $25,000 bearing interest of 10% per annum which matures on August 8, 2019. The accrued interest and principal amount are payable in one lump-sum payment on the maturity date unless the holder of the note converts the debt to common stock at $0.10 per share. The conversion exercise option is available beginning on May 8, 2019. The imbedded conversion feature has been recorded as a derivative liability valued using the Black Scholes method using the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 327.8%, (3) weighted average risk-free interest rate of 2.52%, (4) expected term of nine months, and (5) estimated fair value of the Companys common stock is $0.04. The calculated fair value on the issuance date is $21,407 which was recorded as a discount to the note payable and is being amortized over nine months. The calculated fair value on December 31, 2018 is $8,442. The decrease in fair value from issuance date to December 31, 2018 of $12,965 is included in other income in the statement of operations. The amortization of the note discount for the quarter ended December 31, 2018 was $4,156 and is included shown as interest expense. As of the date of these financial statements the note has not been converted. |