Debt, Accounts Payable and Accrued Liabilities | Note 8 – Debt, Accounts Payable and Accrued Liabilities (A) Accounts Payable and Accrued Liabilities The following table represents breakdown of accounts payable as of September 30, 2018 and December 31, 2017, respectively: September 30, 2018 December 31, 2017 Accrued salaries and benefits $ 91,685 $ 113,770 Accounts payable 139,540 64,032 $ 231,225 $ 177,802 (B) Accrued Contingencies and Penalties At December 31, 2017, the Company accrued $5,000 as a provision for late filing fee for 2014 IRS Form 5472 Tax Return. On January 19, 2018, the Company paid the entire outstanding penalty of $5,000 and the interest amounting to $390 to the IRS. (C) Accounts Payable and Accrued Liabilities – Related Parties The following table represents the accounts payable and accrued expenses to related parties as of September 30, 2018 and December 31, 2017, respectively: September 30, 2018 December 31, 2017 Accrued salaries and benefits $ 187,265 $ 233,869 Expenses payable 25,956 5,096 $ 213,221 $ 238,965 On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $160,000 to 800,000 Series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of preferred stock. Each share of the Series “C” preferred stock is convertible into 100 common shares, resulting in an equivalent 80,000,000 shares of common stock having a fair value of $320,000, thereby recognizing additional stock based compensation of $160,000. (See Note 9(A)). As a result of this conversion, the Company issued following shares of Series “C” preferred stock to its officers and directors: ● 400,000 shares of Series “C” preferred stock to the Company’s CEO, having a par value of $0.001 per share or $400 for his accrued salary balance of $80,000. The equivalent common stock issued would be 40,000,000 having a fair value of $0.004 per share or $160,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $80,000, and ● 400,000 shares of Series “C” preferred stock to the Company’s CFO, having a par value of $0.001 per share or $400 for his accrued salary balance of $80,000. The equivalent common stock issued would be 40,000,000 having a fair value of $0.004 per share or $160,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $80,000. (D) Loans Payable – Related Parties The Company received short-term loans from one of its officers and directors. The loans were non-interest bearing, unsecured and due on demand. The following table represents the related parties’ loans payable activity during the nine months ended September 30, 2018: Balance, December 31, 2017 $ - Proceeds from loans 12,663 Repayments (12,663 ) Balance, September 30, 2018 $ - (E) Notes Payable Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at September 30, 2018: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 November 3, 2017 – MPD - - - September 30, 2018 – EDEN 260,584 26,058 286,642 Balance – September 30, 2018 $ 260,584 $ 64,029 $ 324,613 ● On October 17, 2013, the Company secured a non-convertible three-month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee, 1,600,000 shares of an investment we held then in a company called Direct Security Integration Inc. and the note holder is currently trying to sell these shares. The shares used as a form of guarantee formed part of the assets of our Company at that time but are not considered an asset since the date we provided them to the lender as we were no longer in control of such shares. On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company was now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties. On December 21, 2015, the Company repaid the first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance of $319,598 as on December 31, 2015. On September 30, 2018, the Company and the lender agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company is now liable to pay GBP 220,000 or $286,642 as full and final payment regarding this loan. This repayment will not accrue any further interest or penalties. Both parties also agreed on a repayment plan of $3,000 monthly payment commencing on the date of signature of this addendum and additional ad hoc interim payments will be made to fully settle this loan within 36 months of this addendum dated September 30, 2018. ● On November 3, 2017, the Company secured from a private individual, a two-month non-convertible loan amounting to $16,000 GBP (equivalent to $21,075). The Company agreed to pay one-off interest amounting to GBP 4,000 (equivalent to $5,269) upon maturity of the loan. During the year ended December 31, 2017, the Company recorded $5,269 as interest expense. Due to default in payment on due date, the Company recorded additional interest of $1,689 during the nine months ended September 30, 2018, making the total accrued interest balance of $6,958. On January 19, 2018, the Company fully repaid principal loan amount of $21,075 and accrued interest of $6,958. (F) Fixed Price Convertible Notes Payable Following is the summary of all fixed price convertible notes, net of debt discount and debt issue cost, including the accrued interest as at September 30, 2018: Date of Note Principal Discount Principal, net of discount Accrued Interest Total June 5, 2017 – Mammoth Corp. $ - $ - $ - $ - $ - August 9, 2017 – Mammoth Corp. - - - - - November 15, 2017 – Mammoth Corp. - - - - - January 17, 2018 - Xantis PE Fund 400,000 10,500 389,500 17,227 406,727 January 23, 2018 - William Marshal Plc. 100,000 - 100,000 4,307 104,307 June 8, 2018 - Xantis AION Sec Fund 735,000 78,545 656,455 13,895 670,350 Balance, September 30, 2018 $ 1,235,000 $ 89,045 $ 1,145,955 $ 35,429 $ 1,181,384 ● On June 5, 2017, after receipt of $167,500 from Mammoth Corporation (“New Lender”), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by GEQU to St. George Investments LLC in the amount of $167,500 dated December 6, 2016. The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $184,250 dated June 5, 2017. The terms of this exchanged note were a one-time 10% increase in the principal loan of $16,750, increasing the principal sum from $167,500 to $184,250. The new lender also has a right, at any time after the issue date of the revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012. Fair value of the Company’s stock as on the date of the note was $0.0071. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company’s stock as on June 5, 2017. The Company accounted for this exchange as a debt extinguishment of previous note dated December 6, 2016 and $16,750 was recognized as loss on debt extinguishment. On December 4, 2017, the Company re-negotiated the loan terms and entered into a rider agreement with the noteholder. The terms of this rider agreement were a one-time 35% increase in the principal loan of $64,487, increasing the principal sum from $184,250 to $248,737. In addition, both parties also agreed to re-negotiate the loan terms of another note dated August 9, 2017 with a one-time 35% increase in the principal loan of $19,775, increasing the principal sum from $56,500 to $76,275. This rider agreement further consolidated the revised principal note balances of the two notes into a single payable of $325,012. The Company agreed a repayment plan of six monthly installments of $54,168 commencing from January 15, 2018 and ending on June 15, 2018. The noteholder agreed to suspend the conversion of the notes if the Company continued to repay all six installments as per the revised payment plan. The Company accounted for this one-time increase on both notes amounting to $64,487 and $19,775 as a loss on debt extinguishment. As of December 31, 2017, the outstanding balance amounted to $248,737 and $73,386, net of $2,889 discount, against the two notes dated June 5, 2017 and August 9, 2017, respectively. During the nine months ended September 30, 2018, the Company fully repaid the six installments of $54,168 each, thereby leaving an outstanding principal loan balance of $0 as on September 30, 2018. ● On August 9, 2017, the Company secured a 9 months fixed price convertible loan for $56,500 (see amendment discussed in above paragraph) carrying an original issue discount of $6,500. Interest will not be accrued on the outstanding principal balance unless an event of default occurs. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012 subject to change based on certain default provisions as defined in the Note. Fair value of the Company’s stock as on the date of issuance of this note was $0.0045. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company’s stock as on August 9, 2017. During the year ended December 31, 2017, $3,611 of the debt discount balance was amortized to income statement. During the nine months ended September 30, 2018, $2,889 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $0. With the payments of all six installments of $54,168 each as per the amendment discussed in above paragraph, the Company first settled these payments against this convertible note in full amounting to $76,275, thereby leaving an outstanding principal loan balance of $0 as on September 30, 2018. ● On November 15, 2017, the Company secured a 9-month convertible loan for $53,000 carrying an original issue discount of $3,000 and an interest at the rate of 12% accrued on the outstanding principal balance. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a conversion price of 65% of the average of the lowest 2 trading prices during the ten trading days’ period ending on the latest trading day prior to the conversion date, subject to change based on certain default provisions as defined in the Note. The Company recorded this fixed discount of 35% as a premium on stock settled debt amounting to $28,538. During the year ended December 31, 2017, $500 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $2,500. The Company also recorded an accrued interest expense of $819 during the year ended December 31, 2017. On January 17, 2018, the Company opted for the prepayment of this note by paying 117% of the outstanding note balance. This early settlement of this note in cash resulted in a prepayment charge of $9,188. Hence, the Company paid $53,000 of principal, $1,045 of accrued interest and $9,188 of prepayment charge in cash totaling to $63,233 as a full and final settlement of this convertible note. ● On January 12, 2018, the Company secured a 12-month fixed price convertible loan from Xantis Private Equity Fund (Luxembourg), for a minimum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On January 17, 2018, the Company received an initial tranche of funding from Xantis Private Equity Fund amounting to $400,000. The Company paid a $36,000 cash commission, which is treated as debt issuance cost for this note. This particular Convertible Note issued to Xantis Private Equity Fund will mature on January 13, 2019, as January 12, 2018 was the date that the funds were effectively wired to the Company. During the nine months ended September 30, 2018, $25,500 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $10,500. The Company further recorded $17,227 as interest expense during the nine months ended September 30, 2018 and the outstanding note balance amounted to $400,000 as of September 30, 2018. ● On January 12, 2018, the Company secured a 12-month fixed price convertible loan from William Marshal Plc., a United Kingdom Public Limited Company listed on the Cyprus Public Exchange Emerging Companies Market, for a maximum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On January 23, 2018, the Company received its first tranche of funding from William Marshal Plc. amounting to $100,000. This particular Convertible Note issued to William Marshal Plc. will mature on January 24, 2019. During the nine months ended September 30, 2018, the company recorded $4,307 as interest expense and the outstanding note balance amounted to $100,000 as of September 30, 2018. ● On June 6, 2018, the Company secured a 12-month fixed price convertible loan, from Xantis AION Securitization Fund (Luxembourg), for a minimum of 1,700,000 Great Britain Pounds (equivalent to approximately $1,940,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On June 8, 2018, the Company received an initial tranche of funding from Xantis AION Securitization Fund amounting to $735,000. The Company paid a $110,887 cash commission, which is treated as debt issuance costs for this note. This particular Convertible Note issued to Xantis AION Securitization Fund will mature on June 9, 2019. During the nine months ended September 30, 2018, $32,342 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $78,545. The Company further recorded $13,895 as interest expense during the nine months ended September 30, 2018 and the outstanding note balance amounted to $735,000 as of September 30, 2018. |