NOTE 8 - DEBT | Accrued Judgement On May 4, 2018, the Company and LG Capital Funding, LLC (LG) entered into a Forbearance Agreement related to an October 14, 2016 judgment requiring the Company to pay $125,000 principal and $34,835 interest from an October 22, 2015 convertible promissory note payable to LG. According to terms of the Forbearance Agreement, the Company extinguished the debt in full by paying LG Capital $135,427 in April 2018 and $29,257 on July 11, 2018. Convertible Notes Payable Convertible notes payable, all classified as current, consist of the following at June 30, 2019: Debt Principal Discount Net Geneva Roth Remark Holdings, Inc. #2 $ 43,000 $ 11,582 $ 31,418 Geneva Roth Remark Holdings, Inc. #3 78,000 24,253 53,747 Geneva Roth Remark Holdings, Inc. #4 63,000 21,605 41,395 BHP Capital NY, Inc. #2 38,500 16,748 21,752 Armada Investment Fund, LLC #2 38,500 16,747 21,753 Jefferson Street Capital LLC 38,500 16,747 21,753 St. George Investments LLC 500,000 234,671 265,329 Total $ 799,500 $ 342,353 $ 457,147 On February 6, 2019, the Company entered into a second convertible promissory note with Geneva Roth Remark Holdings, Inc. (Geneva in the principal amount of $43,000. The note matures on February 6, 2020 and bears interest at 10%. A debt discount of $19,128 was recorded, including a derivative liability of $16,128. Geneva has the right beginning on the date that is 170 days following the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 70% of the average of the three lowest trading prices of the Companys common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of June 30, 2019, $7,546 of the debt discount had been amortized and there was accrued interest payable of $1,696. The Company recorded a derivative liability of $18,971 as of June 30, 2019. On March 21, 2019, the Company entered into a third convertible promissory note with Geneva in the principal amount of $78,000. The note matures on March 21, 2020 and bears interest at 10%. A debt discount of $33,496 was recorded, including a derivative liability of $30,496. Geneva has the right beginning on the date that is 170 days following the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 70% of the average of the three lowest trading prices of the Companys common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of June 30, 2019, $9,243 of the debt discount had been amortized and there was accrued interest payable of $2,158. The Company recorded a derivative liability of $34,233 as of June 30, 2019. On April 18, 2019, the Company entered into a fourth convertible promissory note with Geneva in the principal amount of $63,000. The note matures on April 18, 2020 and bears interest at 10%. A debt discount of $26,988 was recorded, including a derivative liability of $23,988. Geneva has the right beginning on the date that is 170 days following the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 70% of the average of the three lowest trading prices of the Companys common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of June 30, 2019, $5,383 of the debt discount had been amortized and there was accrued interest payable of $1,260. The Company recorded a derivative liability of $27,523 as of June 30, 2019. On May 15, 2019, the Company entered into a second convertible promissory note with Armada Investment Fund, LLC (Armada) in the principal amount of $38,500, with an original issue discount of $2,500. The note matures on February 15, 2020 and bears interest at 8%. A debt discount of $20,098 was recorded, including a derivative liability of $15,598. Armada has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 70% of the average of the three lowest trading prices of the Companys common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of June 30, 2019, $3,350 of the debt discount had been amortized and there was accrued interest payable of $388. The Company recorded a derivative liability of $16,578 as of June 30, 2019. On May 15, 2019, the Company entered into a second convertible promissory note with BHP Capital NY, Inc. (BHP) in the principal amount of $38,500, with an original issue discount of $2,500. The note matures on February 15, 2020 and bears interest at 8%. A debt discount of $20,097 was recorded, including a derivative liability of $15,597. BHP has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 70% of the average of the three lowest trading prices of the Companys common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of June 30, 2019, $3,350 of the debt discount had been amortized and there was accrued interest payable of $388. The Company recorded a derivative liability of $16,578 as of June 30, 2019. On May 15, 2019, the Company entered into a convertible promissory note with Jefferson Street Capital LLC (Jefferson) in the principal amount of $38,500, with an original issue discount of $2,500. The note matures on February 15, 2020 and bears interest at 8%. A debt discount of $20,097 was recorded, including a derivative liability of $15,597. Jefferson has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 70% of the average of the three lowest trading prices of the Companys common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of June 30, 2019, $3,350 of the debt discount had been amortized and there was accrued interest payable of $388. The Company recorded a derivative liability of $16,578 as of June 30, 2019. On June 26, 2019, the Company entered into an Exchange Agreement with St. George Investments LLC (St. George) pursuant to which a convertible promissory note payable to St. George in the principal amount of $500,000 was issued in consideration for the surrender by St. George of all outstanding warrants, which amount was recorded as a loss on settlement of warrants. The warrants were issued by the Company on January 19, 2018. The note matures on December 29, 2019 and bears interest at 5%. A debt discount and derivative liability of $239,773 was recorded at the inception of the note. St. George has the right beginning on the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 80% of the average of the three lowest closing prices of the Companys common stock during the twenty trading days preceding the date of conversion. As of June 30, 2019, $5,102 of the debt discount had been amortized and there was accrued interest payable of $438. The Company recorded a derivative liability of $251,590 as of June 30, 2019. On September 17, 2018, the Company entered into a convertible promissory note with Geneva in the principal amount of $128,000. The note matures on September 26, 2019 and bears interest at 10%. A debt discount of $49,169 was recorded, including a derivative liability of $46,169. Geneva has the right beginning on the date that is 170 days following the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 70% of the average of the three lowest trading prices of the Companys common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of June 30, 2019, Geneva had converted in full principal of $128,000 and accrued interest of $6,400 into shares of common stock of the Company. As of June 30, 2019, the entire debt discount of $49,169 had been amortized. On September 26, 2018, the Company entered into a convertible promissory note with BHP in the principal amount of $52,000, with an original issue discount of $2,000. The note matures on September 17, 2019 and bears interest at 8%. BHP was issued 75,000 shares of the Companys common stock valued at $26,625 as a fee. A debt discount of $46,840 was recorded, including a derivative liability of $17,687. BHP has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 70% of the average of the three lowest trading prices of the Companys common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of June 30, 2019, BHP had converted in full principal of $57,200, including a penalty added to principal of $5,200, and accrued interest of $4,512 into shares of common stock of the Company. As of June 30, 2019, the entire debt discount of $46,840 had been amortized. On September 26, 2018, the Company entered into a convertible promissory note with Armada in the principal amount of $52,000, with an original issue discount of $2,000. The note matures on September 17, 2019 and bears interest at 8%. Armada was issued 75,000 shares of the Companys common stock valued at $26,625 as a fee. A debt discount of $46,840 was recorded, including a derivative liability of $17,687. Armada has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Companys common stock. The conversion price is 70% of the average of the three lowest trading prices of the Companys common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of June 30, 2019, BHP had converted in full principal of $57,200, including a penalty added to principal of $5,200, and accrued interest of $4,512 into shares of common stock of the Company. As of June 30, 2019, the entire debt discount of $46,840 had been amortized. On July 25, 2016, the Company entered into a convertible promissory note with River North Equity, LLC (River North) for $33,333. The convertible promissory note had a maturity date of March 29, 2017 and bore interest at 10%. The convertible promissory note provided for an OID of $3,333, a deduction of $4,000 for River Norths legal fees, and the Company recorded a debt discount of $30,051. The conversion price was the lower of 65% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. In July 2017, River North converted the remaining principal of $4,660 into common shares of the Company and the accrued interest payable balance of $1,236 was written off, extinguishing the debt in full. On October 6, 2016, the Company entered into a convertible promissory note with EMA Financial, LLC (EMA) for $33,000. The note had a maturity date of October 6, 2017 and bore interest at 12%. The Company recorded a debt discount of $33,000 and a derivative liability of $45,358. The conversion price was the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. In July 2017, EMA converted the remaining principal of $8,916, accrued interest payable of $2,715 and penalties totaling $29,908 into common shares of the Company, extinguishing the debt in full. On December 2, 2016, the Company entered into a convertible promissory note with Global Opportunity Group, LLC (Global) for $18,700. The note had a maturity date of December 2, 2017 and bore interest at 12%. The convertible promissory note provided for an OID of $1,700; therefore, the net proceeds to the Company was $17,000. The Company recorded a debt discount and a derivative liability of $17,376. The conversion price was the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. In July and August 2017, Global converted the entire principal of $18,700 and fees totaling $1,250 into common shares of the Company and the accrued interest payable balance of $1,541 was written off, extinguishing the debt in full. On December 13, 2016, the Company entered into a convertible promissory note with GPL Ventures LLC (GPL) for $10,000. The note had a maturity date of July 13, 2017 and bore interest at 12%. The Company recorded a debt discount and derivative liability of $8,932. The conversion price was the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. In July 2017, GPL converted the entire principal of $10,000 into common shares of the Company and the accrued interest payable balance of $687 was written off, extinguishing the debt in full. On February 13, 2017, the Company entered into a convertible promissory note with Global for $10,000. The note had a maturity date of February 13, 2018 and bore interest at 2%. The convertible promissory note provided for an OID of $1,000. Therefore, the net proceeds to the Company was $9,000. The Company recorded a debt discount and derivative liability of $8,487. The conversion price was 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On September 15, 2017, Global sold the $10,000 note and $1,117 accrued interest payable to A1 Solar Corp (A1 Solar). In October 2017 and January 2018, A1 Solar converted the entire principal of $11,117 and accrued interest of $77 into common shares of the Company, extinguishing the debt in full. On March 28, 2017, the Company entered into a convertible promissory note with Howard Schraub (Schraub) for $16,500. The note had a maturity date of March 28, 2018 and bore interest at 10%. The Company recorded a debt discount of $16,500 and a derivative liability of $19,999. The conversion price was 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Additionally, the Company issued 12,100 seven-year warrants for common stock with an exercise price of $0.50 per share, subject to certain adjustments, and a cashless exercise option. These warrants were surrendered to the Company and cancelled on May 8, 2017. On July 31, 2017, Schraub assigned the $16,500 note to Global. In January 2018, Global converted the entire principal of $16,500 and accrued interest of $1,279 into common shares of the Company, extinguishing the debt in full. On April 4, 2017, the Company entered into a convertible promissory note with Schraub for $20,000. The note had a maturity date of April 4, 2018 and bore interest at 10%. A debt discount of $20,000 and a derivative liability of $23,381 were recorded. The conversion price was 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Additionally, the Company issued 15,000 seven-year warrants for common stock with an exercise price of $0.50 per share, subject to certain adjustments, and a cashless exercise option. These warrants were surrendered to the Company and cancelled on May 8, 2017. On July 31, 2017, Schraub assigned the $20,000 note to Global. In October 2017 and December 2017, Global converted principal of $7,925 into common shares of the Company and on December 31, 2017 the Company issued marketable securities to Global in exchange for the remaining principal of $12,075 and accrued interest of $1,366, extinguishing the debt in full. On December 30, 2017, the Company and Global entered into an Exchange Agreement pursuant to which warrants held by Global to purchase a total of 11,115 shares of the Companys common stock were cancelled in exchange for a convertible promissory note payable to Global in the principal amount of $25,000. The note had a maturity date of December 30, 2018 and bore interest at an annual rate of 5%, compounded monthly. A debt discount of $25,000 and a derivative liability of $324,629 was recorded. Pursuant to a Purchase and Escrow Agreement dated December 31, 2017 between the Company and Global, the $25,000 principal and accrued interest payable of $3 were extinguished. On July 6, 2017, Schraub converted fees of $600 into 12,370 common shares of the Company. |