NOTE 4 - CONVERTIBLE NOTES PAYABLE | Convertible notes payable consisted of the following: December 31, 2018 December 31, 2017 Convertible notes payable to institutional investor, Stockbridge Enterprises, L.P. (the “SB Notes”), with interest at 12%, dated November 1, 2010, due November 1, 2011, convertible at the option of the holder into shares of the Company’s common stock at $0.75 per share (amended to $0.002 per share per Addendum dated October 27, 2016). On December 18, 2017, the noteholder sold a total of $100,000 of this note to two investors. The balance of the note was in default until it was converted in to shares of the Company’s common stock during the year ended December 31, 2018 (see Note 7 Stockholders’ Deficit). $ - $ 110,000 Convertible note payable to two investors who purchased $50,000 each of the SB Notes above on December 18, 2017, convertible into shares of the Company’s common stock at $0.002 per share. The notes were in default until being converted in to shares of the Company’s common stock during the year ended December 31, 2018 (see Note 7 Stockholders’ Deficit). - 100,000 Convertible note payable with an accredited investor dated October 31, 2017, with interest at 0%, due October 31, 2017, convertible at $0.007 per share. This note is currently in default. 10,500 10,500 Convertible note payable to investor dated July 31, 2017, with interest at 0%, due July 31, 2018, convertible at any time into shares of the Company’s common stock at the average 20-day trading price prior to the noteholder’ conversion. This variable conversion feature resulted in derivative liability of $721,880, a charge to interest expense of $471,880, and a debt discount of $250,000 during the year ended December 31, 2017. The Company recorded amortization expense on the debt discount of $145,205 and a loss on the change in fair value of the derivative liability of $31,236 related to this note for the year ended December 31, 2018. The balance of the note was in default until it was converted in to shares of the Company’s common stock during the year ended December 31, 2018 (see Note 7 Stockholders’ Deficit). - 250,000 Convertible note payable to investor (the CVP Note ) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company s common stock at the average of the 3 lowest closing bid prices of the Company s common stock during the 20 trading days prior to conversion. The note provides for additional tranches of a maximum of $3,970,000, which includes OID of 10%. The note includes a warrant to purchase 5,000,000 shares of the Company s common stock at a price of $0.10 per share, resulting in a debt discount of $118,581. The conversion feature resulted in a derivative liability of $1,653,335 on October 6, 2018, resulting in a debt discount of $609,857, and a loss on change in fair value of derivative liability of $1,043,478. The Company recorded amortization expense of $59,290 for the debt discount from the warrants, $143,692 related to the conversion feature discount and $26,178 related to the OID for the year ended December 31, 2018. The note is secured by substantially all assets of the Company. The investor converted a total of $200,000 of principal and accrued interest of this note into 19,981,360 shares of the Company s common stock during the year ended December 31, 2018. 547,749 670,000 Convertible note payable to investor (the UAHC Note ) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company s common stock at the average of the 3 lowest closing bid prices of the Company s common stock during the 20 trading days prior to conversion. The note includes a warrant to purchase 5,000,000 shares of the Company s common stock at a price of $0.10 per share, resulting in a debt discount of $118,581. The conversion feature resulted in a derivative liability of $1,653,335 on October 6, 2018, resulting in a debt discount of $609,857, and a loss on change in fair value of derivative liability of $1,043,478. The Company recorded amortization expense of $59,290 for the debt discount from the warrants, $143,692 related to the conversion feature, and $26,178 related to the OID for the year ended December 31, 2018. The note is secured by substantially all assets of the Company. 670,000 670,000 Convertible note payable, Jiffy Auto Glass, dated October 18, 2017, with interest at 0%, due October 11, 2018, convertible at any time into shares of the Company’s common stock at $0.10 per share. Repaid in full on November 9, 2018. - 25,000 Convertible note payable, to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $50,000, legal fee loan costs of $20,000 and accrued interest of $7,260 ($577,260 total principal and accrued interest). The note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees due on first $500k tranche). The note is convertible into shares of the Company’s common stock after 180 days at the average of the 3 lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. 570,000 Total convertible notes payable 1,798,249 1,835,500 Less debt discounts (1,141,396 ) (477,934 ) Convertible notes payable, net 656,853 1,357,566 Less current portion of convertible notes (156,853 ) (350,295 ) Long-term convertible notes payable $ 500,000 $ 1,007,271 JAG, the Company’s subsidiary, entered into a Funding Purchase Agreement on August 25, 2017, whereby JAG received proceeds of $100,000 with loan costs of $37,000, for a total loan of $137,000. Total amortization of loan costs under this agreement was $24,420 for the year ended December 31, 2017. This debt was refinanced in April 2018 for $65,000 under a credit agreement with another third-party, payable in weekly payments of approximately $800 through July 2019. The balance under this credit agreement was $52,989 as of December 31, 2018 and is included in accrued expenses on the accompanying balance sheet. Total amortization of debt discounts was $650,672 and $460,356 for the years ended December 31, 2018 and 2017, respectively. Accrued interest on the above notes payable totaled $96,100 and $133,730 as of December 31, 2018 and 2017, respectively. Interest expense for the notes payable for the years ended December 31, 2018 and 2017 was $140,830 and $555,701, respectively. |