Debt | NOTE 6 – DEBT Short Term Notes Payable - Related Parties Throughout 2013, the Company issued unsecured short-term notes payable to various related parties, including officers and directors of the Company, with a term of one year, which had been extended through June 1, 2018. As of June 30, 2018, there was one consolidated note outstanding to Palm Beach Energy Solutions, LLC. The note has an outstanding principal balance of $71,000 and bears interest at a rate of 5% per annum. As of June 30, 2018, and December 31, 2017, the total interest accrued on the note was $17,921 and $16,146 respectively. The note, although in default, was modified in the separation agreement with Daniel de Liege that it shall be repaid only out of the profits of the company. In July 2016, the Company issued six (6) short-term notes payable to related parties in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. These notes have a value of $2,002,126 and accrue interest at a rate of six percent (6%) per annum. As of June 30, 2018, and December 31, 2017, the total interest accrued on the notes was $236,524 and $176,460 respectively. All of the notes were due on August 4, 2017 and are currently in default. One of the notes is owed to Daniel de Liege and had a principal and interest balance outstanding as of June 30, 2018 of $483,198 and $57,348, respectively.Within the separation agreement, it has been agreed that it shall be repaid only out of the profits of the Company. In February 2018, the Company entered into a short-term loan with Steven Sadaka, with a principal balance of $100,000 due and payable on May 1, 2018. The note does not accrue interest, however the Company provided 2,000,000 inducement shares to secure the note. These inducement shares were valued at $84,000 and are being amortized over the life of the note. The notes’ maturity date was been extended to 7/1/2018. The Company is renegotiating the terms of this note. On May 15, 2018, the Company entered into a short term loan with Christopher Jemapete , with a principal balance of $50,000 due and payable on 5/6/19. The note carries an interest rate of 5% plus the company issued 1,250,000 inducement shares to secure the note. These inducement shares were valued at $36,250 and are being amortized over the life of the note. Additionally, 1,000,000 warrants at $0.10 with a value of $24,449. This note is being restructured as its terms are usurious. As of June 30, 2018 accrued interest on this note is $315. On May 15, 2018, the Company entered into a short term loan with Pamela Jemapete , with a principal balance of $50,000 due and payable on 5/6/19. The note carries an interest rate of 5% plus the company issued 1,250,000 inducement shares to secure the note. These inducement shares were valued at $36,250 and are being amortized over the life of the note. Additionally, 1,000,000 warrants at $0.10 with a value of $24,449. This note is being restructured as its terms are usurious. As of June 30, 2018 accrued interest on this note is $315. On May 15, 2018, the Company entered into a short term loan with Steven Sadaka , with a principal balance of $25,000 due and payable on 5/10/19. The note carries an interest rate of 5% plus the company issued 625,000 inducement shares to secure the note. These inducement shares were valued at $18,125 and are being amortized over the life of the note. Additionally, 500,000 warrants at $0.10 with a value of $12,225. This note has been restructured. As of June 30, 2018 accrued interest on this note is $157. On July 20, 2018, both parties agreed to convert the note into an equity investment at 3 cents/share. Consequently, Steven Sadaka received 833,333 shares and this note has been cancelled, along with any interest that might have been due. Short Term Notes Payable – Other In July 2016, the Company issued a short-term note payable to a third party in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. The note has a principal balance of $96,570 and accrues interest at a rate of six percent (6%) per annum. As of June 30, 2018 and December 31, 2017, the total interest accrued on the note was $10,017 and $8,588 respectively. The note was due on August 4, 2017 and is currently in default. Convertible Debt On April 25, 2016, the Company entered into a 12-month convertible debenture with JMJ Financial with a principal balance of $555,556. The note carries a 10% one-time interest charge, a 10% original issue discount, and a 75% warrant coverage of the amount funded, totaling an aggregate value of $416,666. The note may only be paid up to 98% of the balance due within the first 180 days at a 30% premium. After 180 days, the note cannot be repaid without the holder’s consent. The note is convertible after 180 days at a 25% discount to the lowest trade price in the preceding 10 trading days. Per the warrant coverage feature, the Company issued the investor 1,388,886 warrants with a 5-year term and a cashless exercise price equal to the lesser of $0.30 per share or the lowest trade price in the 10 preceding trading days. The warrant agreement also contains a down-round ratchet provision allowing the holder to increase its warrant count. The number of warrants to issue is calculated by dividing the aggregate value by the lower of $0.30 or the lowest trade price in the 10 preceding trading days. As of December 31, 2017, JMJ Financial has converted $466,080 into 3,670,000 shares of common stock. In addition, JMJ Financial has exercised its warrant agreement ratchet rights, resulting in 3,067,668 warrants outstanding. As of December 31, 2017, the holder had exercised warrants to purchase 11,043 of Company common stock and exercised its cashless conversion feature on the remaining warrants resulting in 1,340,201 shares of common stock issued. As of June 30, 2018, and December 31, 2017, the conversion feature of this debenture carries a derivative liability of $40,000 and $20,000 respectively. On April 24, 2018 and May 24, 2018 the company repaid $30,000 and $30,000 against the principal of this note leaving a principal balance of $34,444 which continues to accrue interest. As of June 30, 2018 the accrued interest on this note is $56,184. This note is currently in default and is accruing compounding quarterly interest at a rate of eighteen percent (18%) per annum. This note is currently under a lock up / trickle out agreement. In April 2017, the Company entered into a convertible debenture with Auctus Fund, LLC with a principal balance of $117,750 due and payable on or before December 22, 2017. The note carries an original issue discount of $17,750, accrues interest at a rate of 12% per annum and is convertible into the Company’s common stock at a 50% discount on the lowest trading price during the twenty-five trading days prior to conversion, after 180 days, in whole or in part at the option of the holder. The note also carries a prepayment penalty, adjusting after 90 days to a maximum of 135% of the then outstanding principal and interest balance due, if the note is paid back within the first 180 days. In the year ended December 31, 2017, principal in the amount of $103,150 converted into 2,200,000 shares of common stock and in the three months ended March 31, 2018, the remaining principal and interest balance of $41,775 converted into 4,016,356 shares of common stock. This note has been fully converted. In April 2017, the Company entered into a convertible debenture with EMA Financial, LLC with a principal balance of $150,000 due and payable on or before March 15, 2018. The note carries an original issue discount of $28,000, accrues interest at a rate of 10% per annum and is convertible into the Company’s common stock at a 35% discount on the lowest trading price during the 15 trading days prior to conversion, after 180 days, in whole or in part at the option of the holder. The note also carries a prepayment penalty, adjusting after 90 days to a maximum of 130% of the then outstanding principal and interest balance due, if the note is paid back within the first 180 days. In the year ended December 31, 2017, principal in the amount of $125,641 converted into 3,750,000 shares of common stock and in the three months ended March 31, 2018, the remaining principal and interest balance of $35,962 converted into 3,706,178 shares of common stock. This note has been fully converted. In May 2017, the Company entered into a convertible debenture with Crown Bridge Partners, LLC with a principal balance of $58,000 due and payable on or before May 4, 2018. The note carries an original issue discount of $9,500, accrues interest at a rate of 10% per annum and is convertible into the Company’s common stock at a 40% discount on the lowest trading price during the ten trading days prior to conversion, after 180 days, in whole or in part at the option of the holder. The note also carries a prepayment penalty, adjusting every 30 days to a maximum of 135% of the then outstanding principal and interest balance due, if the note is paid back within the first 180 days. In the year ended December 31, 2017, principal in the amount of $38,124 converted into 1,710,000 shares of common stock and in the three months ended March 31, 2018, the remaining principal and interest balance of $26,538 converted into 2,323,040 shares of common stock. This note has been fully converted. In July 2017, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $110,000 due and payable on January 15, 2018. The note carries an 8% one-time interest charge, a $10,000 original issue discount and a 35% conversion discount to the lowest trade price in the prior twenty-five trading days, after 180 days, in whole or in part at the option of the holder. In addition, the Company provided 150,000 inducement shares to secure the note, and may have to provide additional shares on the note’s 6-month anniversary if the Company’s share price declines. These inducement shares were valued at $54,000 and are being amortized over the life of the note. The note can be repaid, without prepayment penalties, within the first 90 days. Thereafter, the note will incur a 120% prepayment penalty of the then outstanding principal and interest due. In the three months ended March 31, 2018, the Company issued 2,040,600 shares of common stock due to a decline in the Company’s share price at the note’s 6-month anniversary date. Concurrently, the full principal and interest balance of $118,800 converted into 7,239,171 shares of common stock. This note has been fully converted. In July 2017, the Company entered into a convertible debenture with Power Up Lending Group, Ltd. with a principal balance of $153,000 due and payable on or before April 30, 2018. The note carries an original issue discount of $3,000 and accrues interest at a rate of 8% per annum and is convertible into the Company’s common stock at a 39% discount on the average of the lowest three trading prices during the ten trading days prior to conversion, after 180 days, in whole or in part at the option of the holder. The note also carries a prepayment penalty, adjusting every 30 days to a maximum of 130% of the then outstanding principal and interest balance due, if the note is paid back within the first 180 days. In January 2018, the Company paid the debenture in full with a payment of $206,267, which represented a principal payment of $153,000 and $53,267 in interest and penalties. There is a zero balance left on this note. In August 2017, the Company entered into a convertible debenture with Crown Bridge Partners, LLC with a principal balance of $58,000 due and payable on or before August 2, 2018. The note carries an original issue discount of $7,000, accrues interest at a rate of 10% per annum and is convertible into the Company’s common stock at a 40% discount on the lowest trading price during the ten trading days prior to conversion, after 180 days, in whole or in part at the option of the holder. The note also carries a prepayment penalty, adjusting every 30 days to a maximum of 135% of the then outstanding principal and interest balance due, if the note is paid back within the first 180 days. In January 2018, the Company paid the debenture in full with a payment of $80,890, which represented a principal payment of $58,000 and $22,890 in interest and penalties. In November 2017, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $143,000 due and payable on May 30, 2018. The note carries an 8% one-time interest charge, a $13,000 original issue discount and a 35% conversion discount to the lowest trade price in the prior twenty-five trading days, after 180 days, in whole or in part at the option of the holder. In addition, the Company provided 500,000 inducement shares to secure the note, and provided an additional 916,096 shares due to the Company’s share price decline. These inducement shares were valued at $39,500 and are being amortized over the life of the note. The note can be repaid, without prepayment penalties, within the first 90 days. Thereafter, the note will incur a 120% prepayment penalty of the then outstanding principal and interest due. In May 2018, the company made two principal payments totaling $40,000. The note went into default on June 1, 2018 and incurred a 40% penalty of the outstanding balance immediately prior to the default event. Now the balance due including default penalty is $160,216. The Company is in negotiation with Hoppel on this note. In December 2017, the Company entered into a convertible debenture with Power Up Lending Group, Ltd. with a principal balance of $63,000 due and payable on or before September 30, 2018. The note carries an original issue discount of $3,000 and accrues interest at a rate of 8% per annum and is convertible into the Company’s common stock at a 39% discount on the average of the lowest three trading prices during the ten trading days prior to conversion, after 180 days, in whole or in part at the option of the holder. The note also carries a prepayment penalty, adjusting every 30 days to a maximum of 130% of the then outstanding principal and interest balance due, if the note is paid back within the first 180 days. Power Up Lending Group, Ltd. has filed suit against the Company in the US District Court Eastern District of New York for breach of contract. The Company has filed a motion to dismiss. As of June 30, 2018 the principal balance owed was $63,000 and interest due was $3,543. In January 2018, the Company entered into a convertible debenture with Power Up Lending Group, Ltd. with a principal balance of $128,000 due and payable on or before October 20, 2018. The note accrues interest at a rate of eight percent (8.0%) per annum and is convertible into the Company’s common stock at a 39% discount, after 180 days, in whole or in part at the option of the holder. The note also carried a prepayment penalty, adjusting every 30 days to a maximum of one hundred thirty percent (130%) of the then outstanding principal and interest balance due, if the note is paid back within the first one hundred eighty (180) days. Power Up Lending Group, Ltd. has filed suit against the Company in the US District Court Eastern District of New York for breach of contract. The Company has filed a motion to dismiss. As of June 30, 2018 the outstanding principal and interest were $128,000 and $4,797. In February 2018, the Company entered into a convertible debenture with Crown Bridge Partners, LLC with a principal balance of $58,000 due and payable on or before February 2, 2019. The note carries an original issue discount of $7,000, accrues interest at a rate of 10% per annum and is convertible into the Company’s common stock at a 40% discount on the lowest trading price during the ten trading days prior to conversion, after 180 days, in whole or in part at the option of the holder. The note also carries a prepayment penalty, adjusting every 30 days to a maximum of 135% of the then outstanding principal and interest balance due, if the note is paid back within the first 180 days. As of June 30, 2018 the accrued interest was $2,352. On July 31, 2018, reached a settlement agreement paying $25,000 to settle this debt in its entirety. In February 2018, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $165,000 due and payable on September 21, 2018. The note carries an 8% one-time interest charge, a $15,000 original issue discount and a 40% conversion discount to the lowest trade price in the prior twenty-five trading days, after 180 days, in whole or in part at the option of the holder. In addition, the Company provided 500,000 inducement shares to secure the note. These inducement shares were valued at $14,500 and are being amortized over the life of the note. The note can be repaid, without prepayment penalties, within the first 90 days. Thereafter, the note will incur a 120% prepayment penalty of the then outstanding principal and interest due. The Note went into default on June 1, 2018, through a cross default provision with another Note to Hoppel, and incurred a 40% penalty of the outstanding balance immediately prior to the default event. Now the balance due, including default penalty, is $249,480. The Company is in negotiation with Hoppel on this note. In April 2018, the Company entered into a convertible note with JMJ Financial, with a principal balance of $55,556 due and payable on 4/16/20. The note carries a one-time interest charge of 12% or $6,667, original issue discount, and is convertible into the company’s stock on October 13, 2018. The note also contains a prepayment penalty within 90 days of 120% or 140% between days 91-180 outstanding. Derivative Liabilities The embedded conversion features of the above convertible notes payable contain discounted conversion prices and should be recognized as derivative instruments. Such embedded conversion features should be bifurcated and accounted for at fair value. As of the six months ended June 30, 2018 and the year ended December 31, 2017, the Company had a derivative liability balance of $90,000 and $234,754, respectively. The Company uses the Black-Scholes option-pricing model to calculate derivate liability. Fair Value of Embedded Derivative Liabilities: December 31, 2016 $ 914,000 Addition 656,119 Converted (2,189,373 ) Change in fair value 854,008 As of December 31, 2017 $ 234,754 Addition 63,000 Converted (558,685 ) Changes in fair value 350,931 As of June 30, 2018 $ 90,000 |