Convertible Debt Disclosure | Note 8. Convertible Debt Fife, Typenex and Iliad In December 2012, the Company entered into a $325,000 convertible note with Fife consisting of three tranches to be drawn down with the first tranche totaling $125,000, including $25,000 in loan costs and additional two tranches totaling $200,000. The note bears a 5% annual interest rate and matures eighteen months from the date of issuance. The note is convertible into shares of the Companys common stock based on 70% of the average of the three lowest closing prices of the common stock for the proceeding 15 consecutive trading days immediately prior to the conversion. During 2013, the conversion price was fixed at $0.005 per share. As of December 31, 2012, the Company only drew down the first tranche totaling $125,000. On February 11, 2013, April 5, 2013, April 23, 2013, and July 1, 2013, the Company drew down an additional $250,000. On June 5, 2014, the Company, Fife, Typenex and Iliad Research and Trading, LLP (Iliad) entered into an Assignment and Assumption Agreement and Note Purchase Agreement (the Note Purchase Agreement) whereby Iliad acquired all of Fifes and Typenexs right, title, obligations and interest in, to and arising under the Company Notes (as defined in the Note Purchase Agreement) and the Note Purchase Documents (as defined in the Note Purchase Agreement). On October 17, 2014, the Company entered into a financing arrangement with Iliad to provide additional financing in the amount of up to $450,000 through the issuance of a Secured Convertible Promissory Note (the Note). The Company agreed to cover Iliads legal, accounting and other related fees in the amount of $5,000, which is included in the principal balance of the Note. The Note will accrue interest at the rate of 8% per annum until the Note is paid in full. Monies are to be drawn in eight tranches with the initial tranche in the amount of $105,000, and the remaining balance of $350,000 in seven tranches of $50,000 each. The Company drew down the initial tranche on October 17, 2014. The Note has a maturity date of July 17, 2016. Beginning six months after October 17, 2014 and on the same day each month thereafter, the Company shall make an installment payment, based upon the unpaid balance. At the option of the Company, payments may be made in cash or by converting the installment amount into shares of the Companys common stock. The conversion price is equal to the lesser of (i) $0.0005 per share and (ii) 67.5% of the average of the three lowest closing bid prices in the 15 trading days immediately preceding the conversion. The Company has the right to prepay the Note at 135% of the outstanding balance at the time of prepayment. During the year ended December 31, 2018, principal of $14,733 and accrued interest of $907 15,640 was converted into 230,000,000 shares of common stock. During the year ended December 31, 2017, principal of $63,483 and accrued interest of $5,911 69,394 was converted into 1,020,392,460 shares of common stock. The outstanding balances at December 31, 2018 and December 31, 2017 were $19,393 and $34,126, respectively with accrued interest of $1,457 and $604 at December 31, 2018 and December 31, 2017, respectively. During the year ended December 31, 2014, the Company drew down an additional $314,703. During the years ended December 31, 2018 and 2017, there were no conversions. The outstanding balances at December 31, 2018 and December 31, 2017 were $329,175 and $329,175 respectively, with accrued interest of $104,823 and $71,015 at December 31, 2018 and December 31, 2017, respectively. Third Party Note In November 2014, the Company converted a portion of its outstanding accounts payable for legal services to a third party into two convertible promissory notes in the aggregate amount of $63,275. These are demand notes and accrue interest at the rate of 10% on the outstanding balance. The notes are convertible into shares of the Companys common stock based on 65% of the average ten trading days closing bid price during the preceding ten consecutive trading days immediately prior to the conversion. During the year ended December 31, 2017, principal of $22,672 was converted into 398,205,370 shares of common stock. The outstanding balances at December 31, 2018 and December 31, 2017 were $-0- and $-0-, respectively, with accrued interest of $-0-and $-0- at December 31, 2018 and December 31, 2017, respectively. KBM Worldwide On February 4 2015, the Company entered into an 8% convertible note in the amount of $54,000 with KBM Worldwide, Inc. (KBM Worldwide). The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before six months from the date of issuance, the holder may elect to convert all or part of such note into the Companys common stock. The note is convertible into shares of the Companys common stock at a price of 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. During the year ended December 31, 2018, principal of $3,480 and accrued interest of $1,520 5,000 was converted into 55,555,556 shares of common stock. During the year ended December 31, 2017, principal of $37,110 and accrued interest of $20,295 57,405 was converted into 637,833,332 shares of common stock. The outstanding balances at December 31, 2018 and December 31, 2017 were $-0- and $3,480, respectively, with accrued interest of $-0- and $9,721 at December 31, 2018 and December 31, 2017, respectively. Vis Vires Group, Inc. On March 11, 2015, the Company entered into an 8% convertible note in the amount of $38,000 with Vis Vires Group, Inc. (Vis Vires). The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before six months from the date of issuance, the holder may elect to convert all or part of the convertible into the Companys common stock. The note is convertible into shares of the Companys common stock at a price equal to 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. During the year ended December 31, 2018, accrued interest of $16,800 was converted into 186,666,667 shares of common stock. There were no conversions during the years ended December 31, 2017. The Company is currently in default, and interest accrues at the default interest rate of 22%. The outstanding balances at December 31, 2018 and 2017 were $38,000 and $38,000, respectively, with accrued interest of $9,520 and $8,622 at December 31, 2018 and December 31, 2017, respectively. The Company is currently negotiating an extension to this note. On April 30, 2015, the Company entered into an 8% convertible note in the amount of $33,000 with Vis Vires. The principal and accrued interest is payable on or before November 6, 2015. At the option of the Company, but not before six months from the date of issuance, the holder may elect to convert all or part of the convertible into the Companys common stock. The note is convertible into shares of the Companys common stock at a price equal to 60% of the average of the three lowest trading prices during the 10 days prior to the date of conversion or $0.00009, whichever is greater. There were no conversions during the years ended December 31, 2018 and 2017. The Company is currently in default, and interest accrues at the default interest rate of 22%. The outstanding balance at December 31, 2018 and 2017 was $33,000 with accrued interest of $9,644 and $7,004 at December 31, 2018 and 2017, respectively. The Company is currently negotiating an extension to this note. JMJ Financial On April 15 2015, the Company entered into a $250,000 convertible note with JMJ Financial. The consideration was $225,000 and $25,000 original issue discount. The principal and accrued interest is payable on or before May 4, 2016. On April 15, 2015, the Company borrowed $25,000 of this amount. The holder, at its option, may elect to convert all or part of the convertible into the Companys common stock. The note is convertible into shares of the Companys common stock at a price equal to the lesser of $0.018 per share or 60% of the lowest trading price during the 25 days prior to the date of conversion. During the year ended December 31, 2017, principal of $16,713 and accrued interest of $3,484 20,197 was converted into 276,000,000 shares of common stock. The outstanding balances at December 31, 2018 and 2017 were $-0- and $-0-, respectively, with accrued interest of $-0- and $-0- at December 31, 2018 and 2017, respectively. As of December 31, 2018 and December 31, 2017, total convertible debt was $419,568 and $437,781, respectively, net of debt discount of $-0- and $-0-, respectively. |