Convertible Notes | Note 5- Convertible Notes At June 30, 2018 and December 31, 2017, convertible notes payable consisted of the following: June 30, 2018 December 31, 2017 $ 221,500 $ 205,430 Less: unamortized debt discount (11,047 ) (11,721 ) Financing costs (442 ) (565 ) Convertible notes payable, net $ 210,011 $ 193,144 (1) Convertible notes originally due on November 27, 2015 On November 27, 2012, the Company entered certain convertible loan agreements with four (4) investors. The Company received a total of $125,000 which bears interest at 10% per annum and is due on November 27, 2015. Interest shall accrue from the advancement date and shall be payable quarterly. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.0005 per share. On the date of the agreements, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $125,000 as additional paid-in capital and reduced the carrying value of the convertible debenture to $0. The carrying value will be accreted over the term of the convertible debentures up to its face value of $125,000. On August 1, 2014, the Company successfully amended the terms of the aforementioned loan agreements. Under the amended terms, a total of $125,000 originally available for conversion into 250,000,000 shares of common stock at $0.0005 per share was amended to reflect a fixed conversion price of $0.005 per share for a total of 25,000,000 shares of common stock, if converted. The Company analyzed the above amendment under ASC 470-60 and concluded that the amendment to the conversion terms qualified as a substantial modification, and as such the remaining unamortized discount of $88,184 as of the amendment date, was recorded as loss on extinguishment of debt. The Company recalculated the intrinsic value of the embedded beneficial conversion feature of $125,000, which amount was recorded as the discount on the amended convertible notes. The carrying value will be accreted over the term of the convertible notes up to their face value of $125,000. Concurrently, in August 2014, the conversion features in respect to these notes became tainted upon the issuance of other variable rate convertible debt. Accordingly, we accounted for the conversion options in respect to these notes as derivative liabilities. On July 16, 2015, the Company again amended the terms of the convertible loan agreements for a total of $125,000 to extend the maturity date from November 27, 2015 to April 16, 2016. Subsequently, the parties agreed the notes would mature on January 1, 2017. The notes were further modified whereby they do not become convertible until maturity. Upon the change to the terms of the convertible notes, the Company analyzed the conversion feature for derivative accounting consideration under FASB ASC 470 and determined that the conversion feature would not create embedded derivatives until maturity, January 1, 2017. Further upon maturity, and due to the continuing existence of other variable rate convertible debt, we accounted for the conversion options in respect to these notes as derivative liabilities. The carrying value of these convertible notes is as follows: As at June 30, 2018 and December 31, 2017, the carrying values of the convertible debenture was $125,000. During the three months ended June 30, 2018 and 2017, accrued convertible interest thereon was $3,116. During the six months ended June 30, 2018 and 2017, accrued convertible interest thereon was $6,233. The notes came due on January 1, 2017 and are currently in default. Convertible note due on January 25, 2017 On January 25, 2016, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $30,000 from total loan proceeds of $35,000, which bears interest at 8% per annum and is due on January 25, 2017. Financing fees of $3,000 and legal fees of $2,000 were paid in respect of the note. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of 52% of the lowest trading prices for the previous twelve (12) trading days to the date of conversion. In January 2017, the noteholder gave notice of conversion and the Company issued shares of its common stock in full satisfaction of the entire principal of $35,000 and accrued interest balance of $2,792 with $3,520 in transfer agent fees. (3) Convertible note due on May 24, 2017 On May 20, 2016, the Company entered into a convertible loan agreement with an investor. During the three months period ended March 31, 2017 the noteholder gave notice of conversion and the Company issued shares of its common stock in full satisfaction of the entire principal of $46,000 and accrued interest balance of $2,625 On January 11, 2017, in respect of the backend note . During the quarter ended June 30, 2017 the convertible note fell into default due to the Company failure to be current in its filings with the Securities and Exchange Commission. Upon an event of default, the interest rate is increased to 24% In March 2018, the noteholder gave notice of conversion and the Company issued shares of its common stock in satisfaction of the principal of $4,680 and accrued interest payable of $1,078 As at June 30, 2018, carrying values of the back-end convertible debenture and accrued convertible interest thereon were $45,000 and $14,348 respectively. As at December 31, 2017 the carrying values of the back-end convertible debenture and accrued convertible interest thereon were $49,680 and $9,105, respectively. (4) Convertible note due on July 13, 2017 On July 13, 2016 a total of $15,000 in principal and $6,031 in accrued interest payable to Andara Investments Limited (formerly known as Adam's Ale) was acquired by GW Holdings Group LLC. The Company issued a replacement note in the principal amount of $21,031 to GW on July 21, 2016 which convertible note bears interest at 8% per annum and is due on July 13, 2017. Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 52% discount to the lowest trading prices for the previous twenty (20) trading days to the date of conversion. During the year ended December 31, 2016, the Company issued 49,290,170 shares in respect of Conversion Notices received for a total of $10,731 in principal and $137 in accrued interest, and in January 2017, the Company issued 52,933,533 shares in respect of Conversion Notices received for a total of $10,300 in principal and $278 in accrued interest in January 2017. As of June 30, 2018 and December 31, 2017, the Company had converted the entire principal and accrued interest under the note above, leaving a balance of $0 on the balance sheet. Convertible note due on January 5, 2018 On July 5, 2017, the Company entered into a convertible loan agreement with an investor. The Company received total loan proceeds $15,000, which bears interest at 5% per annum and is due on January 5, 2018. Upon an event of default, the interest rate is increased to 15% The notes came due on January 5, 2017 and are currently in default. As at June 30, 2018 the carrying value of the convertible debenture and accrued convertible interest thereon were $15,000 and $1,463, respectively. As at December 31, 2017 the carrying value of the convertible debenture and accrued convertible interest thereon were $14,592 and $368, respectively. Convertible note due on September 27, 2018 As at June 30, 2018 the carrying value of the convertible debenture and accrued convertible interest thereon were $70,011 and $1,646, respectively. As at December 31, 2017, the carrying value of the convertible debenture and accrued convertible interest thereon was $53,551 and $304, respectively. The unamortized debt discount was In our evaluation of the aforementioned financing arrangements, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities. (See footnote 7 for derivative disclosure). The following table sets forth interest expense for amortization of the debt discount and financing costs recognized related to the above convertible notes: Three Months ended June 30, Six Months ended June 30, 2018 2017 2018 2017 Amortization of financing costs $ 451 $ 1,913 $ 873 $ 6,605 Amortization of debt discount 11,297 23,239 20,674 74,763 Total $ 11,748 $ 25,152 $ 21,547 $ 81,368 |