Convertible Notes Payable | NOTE 4 - CONVERTIBLE NOTES PAYABLE Convertible notes payable at June 30, 2019 and December 31, 2018 are as follows: June 30, December 31, 2019 2018 Note 1 $ - $ 32,027 Note 2 50,000 50,000 Note 3 420,004 550,000 Note 4 451,050 341,050 Total convertible notes payable 921,054 973,077 Less: Unamortized debt discount (56,503 ) (20,826 ) Total convertible notes 864,551 952,251 Less: current portion of convertible notes 864,551 952,251 Long-term convertible notes $ - $ - Conversion During the six months ended June 30, 2019, the Company converted notes with principal amounts and accrued interest of $180,342 into 9,869,021 shares of common stock. The corresponding derivative liability at the date of conversion of $348,823 was settled through additional paid in capital. Note 1 On March 24, 2017, the Company entered into a securities purchase agreement with Tangiers Global, LLC (“Tangiers”) relating to the issuance and sale of notes (“Note 1”) in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 1 is convertible into shares of common stock at a price equal to $0.30 per share; provided, however that if Note 1 is not retired on or before the maturity date, defined in Note 1 as a “Maturity Default” the conversion price shall be adjusted to be equal to the lower of: (i) $0.30 or (ii) 65% multiplied by the lowest trading price of the Company’s common stock in the fifteen (15) consecutive trading day period immediately preceding the date that the Company receives a notice of conversion. The Tangiers Note 1 carries interest on the unpaid principal amount at the rate of 8% per annum and is due and payable eight months from the effective date of each payment. As of June 30, 2019 and December 31, 2018, the balance under Note 1 is $917 and $39,997, which $917 and $7,970 in accrued interest, respectively. As of June 30, 2019 and December 31, 2018, Note 1 can be converted into 88,173 and 2,017,525 shares of the Company’s common stock, respectively. On October 12, 2017, the Company entered into an Investment Agreement with Tangiers. Pursuant to the terms of the Investment Agreement, Tangiers committed to purchase up to $2,000,000 of our common stock over a period of up to 36 months. From time to time during the 36-month period commencing from the effectiveness of the registration statement, we may deliver a put notice to Tangiers which states the dollar amount that we intend to sell to Tangiers on a date specified in the put notice. The maximum investment amount per notice must be no more than 200% of the average daily trading dollar volume of our common stock for the eight (8) consecutive trading days immediately prior to date of the applicable put notice and such amount must not exceed an accumulative amount of $250,000. The minimum put amount is $5,000. The purchase price per share to be paid by Tangiers will be the 80% of the of the average of the two lowest closing bid prices of the common stock during the pricing period applicable to the put notice, provided, however, an additional 10% will be added to the discount of each put if (i) we are not DWAC eligible and (ii) an additional 15% will be added to the discount of each put if we are under DTC “chill” status on the applicable date of the put notice. On October 10, 2017, the Company executed Amendment #1 to the Tangiers Note 1 for a final draw of $250,000 payment plus a 10% original issue discount. Amendment #1 modified the maturity date for the Tangier Note from eight months to six months from the effective date of each payment. All other terms and conditions of the Tangiers Note 1 remain effective. The execution of Amendment #1 to Note 1 on October 10, 2017 caused the Company to default on the first draw due under Note 1 due to the acceleration of the maturity date. The default allows Tangiers to demand payment in cash equal to 150% of the outstanding principal and interest, which is automatically added to the outstanding principle, and convert all or a portion of the outstanding principal into shares of common stock of the Company. The default conversion rate of Note 1 is now the lower of the conversion rate then in effect or 65% of the lowest trading price for the 15 days prior to Tangiers’ notice of conversion. As of May 1, 2018, Tangiers has informed the Company that they have elected at this time not to enforce the default interest rate of 18% under Note 1 and also not to enforce the fees, reserving its rights to enforce the foregoing in their discretion. Note 2 On October 12, 2017. the Company issued a fixed convertible promissory note to Tangiers for the principal sum of $50,000 as a commitment fee for the Investment Agreement. The promissory note (“Note 2”) maturity date is May 12, 2018. The principal amount due under Note 2 can be converted by Tangiers any time, into shares of the Company’s common stock at a conversion price of $0.1666 per share. The promissory note is in a “Maturity Default,” which is defined in Note 2 as the event in which Note 2 is not retired prior to its maturity date, Tangiers’ conversion rights under Note 2 would be adjusted such that the conversion price would be the lower of (i) $0.1666 or (ii) b) 65% of the average of the two lowest trading prices of the Company’s common stock during the 10 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the note. The default interest rate is 20%. As of June 30, 2019 and December 31, 2018, the balance under Note 2 is $60,603 and 61,384, which includes $5,000 and $5,000 in guaranteed interest and $5,603 and $6,384 in accrued interest, respectively. As of June 30, 2019 and December 31, 2018, Note 2 can be converted into 5,790,965 and 3,096,270 shares of the Company’s common stock, respectively. Note 3 On January 16, 2018, the Company issued and sold an 8% Fixed Convertible Promissory Note (“Note 3”) to Tangiers (the “Buyer”), in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 3 is convertible into shares of the Company’s common stock at a conversion price of $0.30 per share. However, if Note 3 is not paid back on or before the maturity date, defined in Note 3 as a “Maturity Default”, the conversion price of Note 3 shall then be adjusted to be equal to the lower of: (i) $0.30 or (ii) 65% multiplied by the lowest trading price of the Company’s common stock in the fifteen (15) consecutive trading day period immediately preceding the trading day that the Company receives a notice of conversion of Note 3. On February 13, 2018, April 17, 2018, June 13, 2018, and July 27, 2018, the Company executed Amendments #1, #2, #3, and #4 to the Tangiers Note 3 for draws of $132,000, $132,000, $101,750 and $101,750, respectively. All other terms and conditions of the Tangiers Note 3 remain effective. As of June 30, 2019 and December 31, 2018, the balance under Note 3 is $475,644 and $616,002, which includes $37,400 and $44,000 in guaranteed interest and $18,240 and $22,002 in accrued interest. As of June 30, 2019 and December 31, 2018, Note 3 can be converted into 45,450,912 and 25,528,999 shares of the Company’s common stock. Note 4 On September 14, 2018, the Company issued and sold an 8% Fixed Convertible Promissory Note (“Note 4”) to Tangiers (the “Buyer”), in the aggregate principal amount of up to $550,000, which includes a 10% original issue discount. Note 4 is convertible into shares of the Company’s common stock at a conversion price of $0.08 per share. However, if Note 4 is not paid back on or before the maturity date, defined in Note 4 as a “Maturity Default”, the conversion price of Note 4 shall then be adjusted to be equal to the lower of: (i) $0.08 or (ii) 65% of the lowest trading price of the Company’s common stock during the 15 consecutive trading days prior to the date on which Buyer elects to convert all or part of the Note 4. On December 14, 2018 and April 2, 2019, the Company executed Amendments #1 and #2 to the Tangiers Note 4 for draws of $171,050 and $110,000, respectively. All other terms and conditions of the Tangiers Note 4 remain effective. As of June 30, 2019 and December 31, 2018, the balance under Note 4 is $491,572 and $368,334, which includes $36,084 and $27,284 in guaranteed interest and $4,438and $0 in accrued interest. Debt Discount and Original Issuance Costs The debt discount amount consists of debt discount due to beneficial conversion features, warrant, original issue costs, and debt issue costs. The Company amortized debt discount of $74,323 and $109,910 to interest expense during the six months ended June 30, 2019 and 2018, as follows: June 30, December 31, 2019 2018 Debt discount, beginning of period $ 20,826 $ 69,541 Additional debt discount and debt issue cost 110,000 98,300 Amortization of debt discount and debt issue cost (74,323 ) (147,015 ) Debt discount, end of period $ 56,503 $ 20,826 |