Debt, Accounts Payable and Accrued Liabilities | Note 9 – Debt, Accounts Payable and Accrued Liabilities (A) Accounts Payable and Other Accrued Liabilities The following table represents breakdown of accounts payable and other accrued liabilities as of June 30, 2019 and December 31, 2018, respectively: June 30, 2019 December 31,2018 Accrued salaries and benefits $ 73,087 $ 12,794 Accounts payable and other accrued liabilities 74,256 56,941 $ 147,343 $ 69,735 (B) Accounts Payable and Accrued Liabilities – Related Parties The following table represents the accounts payable and accrued expenses to related parties as of June 30, 2019 and December 31, 2018, respectively: June 30, 2019 December 31, 2018 Accrued salaries and benefits $ 288,165 $ 156,175 Expenses payable 35,781 8,393 $ 323,946 $ 164,568 (C) Loans Payable – Related Parties The Company received short-term loans from 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 six months ended June 30, 2019: Balance, December 31, 2018 $ - Proceeds from loans 76,878 Repayments (30,000 ) Balance, June 30, 2019 $ 46,878 (D) Notes Payable Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2018: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 17,058 277,642 Balance – December 31, 2018 $ 260,584 $ 55,029 $ 315,613 Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at June 30, 2019: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 8,058 268,642 Balance – June 30, 2019 $ 260,584 $ 46,029 $ 306,613 ● On November 26, 2013, the Company secured from a private individual, a twelve-month fixed price convertible loan amounting to $450,000 having an interest at 10% per annum and an agreed fixed conversion price of $0.5 per share. During the year ended December 31, 2014, the Company recorded a total accrued interest of $42,971 on this Note. On December 23, 2014, the Company fully repaid the principal note balance of $450,000 in cash and also paid $5,000 on account of accrued interest payment, thereby leaving an accrued and unchanged interest balance of $37,971 as of December 31, 2014. ● 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. 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. During the year ended December 31, 2018, the Company repaid three monthly payments against accrued interest totaling to $9,000 as per the addendum dated September 30, 2018 and the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $17,058 as of December 31, 2018. During the six months ended June 30, 2019, the Company repaid three monthly payments against accrued interest totaling to $9,000 as per the addendum dated September 30, 2018 and the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $8,058 as of June 30, 2019. (E) 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 December 31, 2018: Date of Note Principal Discount Principal, net of discount Accrued Interest Total January 17, 2018 - Xantis PE Fund $ 400,000 $ 1,500 $ 398,500 $ 23,277 $ 421,777 January 23, 2018 - William Marshal Plc. 100,000 - 100,000 5,819 105,819 June 8, 2018 - Xantis AION Sec Fund 735,000 50,824 684,176 25,010 709,186 October 10, 2018 - Xantis AION Sec Fund 653,040 78,099 574,941 3,328 578,269 Balance, December 31, 2018 $ 1,888,040 $ 130,423 $ 1,757,617 $ 57,434 $ 1,815,051 Following is the summary of all fixed price convertible notes, net of debt discount and debt issue cost, including the accrued interest as at June 30, 2019: Date of Note Principal Discount Principal, net of discount Accrued Interest Total January 17, 2018 - Xantis PE Fund $ - $ - $ - $ - $ - January 23, 2018 - William Marshal Plc. - - - - - June 8, 2018 - Xantis AION Sec Fund - - - - - October 10, 2018 - Xantis AION Sec Fund 653,040 28,774 624,266 22,758 647,024 Balance, June 30, 2019 $ 653,040 $ 28,774 $ 624,266 $ 22,758 $ 647,024 ● 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. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. 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 matured on January 13, 2019, as January 12, 2018 was the date that the funds were effectively wired to the Company. During the year ended December 31, 2018, $34,500 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $1,500. The Company further recorded $23,277 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $400,000 as of December 31, 2018. During the six months ended June 30, 2019, $1,500 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $0. The Company further recorded an interest expense of $723, making the total accrued interest balance to $24,000. On January 14, 2019, the Company issued 21,200,000 common shares to the lender at an agreed conversion price of $0.02 per share amounting to $424,000, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on June 30, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. ● 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. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. This particular Convertible Note issued to William Marshal Plc. matured on January 24, 2019. During the year ended December 31, 2018, the company recorded $5,819 as interest expense and the outstanding note balance amounted to $100,000 as of December 31, 2018. During the six months ended June 30, 2019, the company further recorded an interest expense of $181, making the total accrued interest balance to $6,000. On January 24, 2019, the Company issued 5,300,000 common shares to William Marshal Plc. at an agreed conversion price of $0.02 per share amounting to $106,000, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on June 30, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. ● 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. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. The Company paid $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 year ended December 31, 2018, $60,064 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $50,824. The Company further recorded $25,010 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $735,000 as of December 31, 2018. During the six months ended June 30, 2019, $50,824 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $0. The company further recorded an interest expense of $19,090, making the total accrued interest balance to $44,100. On June 5, 2019, the Company issued 38,955,000 common shares to the lender at an agreed conversion price of $0.02 per share amounting to $779,100, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on June 30, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. ● On October 10, 2018, the Company received second tranche of funding from Xantis AION Securitization Fund amounting to $653,040 pursuant to the funding agreement dated June 6, 2018. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. The Company paid $98,651 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 October 11, 2019. During the year ended December 31, 2018, $20,552 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $78,099. The Company further recorded $3,328 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $653,040 as of December 31, 2018. During the six months ended June 30, 2019, $49,325 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $28,774. The Company further recorded $19,430 as interest expense during the six months ended June 30, 2019 and the outstanding note balance amounted to $653,040 as of June 30, 2019. |