NOTE 6. DEBT | 6. DEBT Notes Payable During October 2016, the Company extinguished $129,549 of debt in exchange for 5,000,000 shares of newly issued common stock. The original note had a maturity date of November 11, 2016 and no interest rate. A total of 4,200,000 shares were issued to three of the four noteholders. As of December 31, 2016, the remaining balance of 800,000 shares of common stock was pending issuance to one noteholder, so common stock payable of $474,000 was recorded in the accompanying consolidated statement of stockholders’ equity. As of July 2019, the shares were still pending issuance; accordingly, the Company reclassified the amount due to Noteholder 8 to notes payable at the fair value of the common stock. During February 2020, the Company issued 800,000 shares of the Company’s common stock pursuant to the October 2016 debt extinguishment. As a result, the note payable of $474,000 is no longer outstanding. On February 12, 2019, Noteholder 1 submitted a notice of conversion for $125,000 principal and $11,250 accrued interest after the note was in default. The note terms provided a $3,000 daily fee for failure to deliver common stock prior to a deadline of two days after the conversion notice. The shares due under the conversion were not issued until May 8, 2019. Accordingly, a note payable of $135,000 was recorded as a penalty at March 31, 2019. An additional $114,000 was accrued as a penalty during the year ended March 31, 2020. The $249,000 balance remains outstanding at March 31, 2020. On November 22, 2019, the Company issued a $50,000 promissory note to Noteholder 11 for a $25,000 cash borrowing. Accordingly, a $25,000 discount was recorded at issuance, all of which was amortized by March 31, 2020. The non-interest-bearing note is secured by inventory, matured February 20, 2020 and remains in default at March 31, 2020. Convertible Debt On April 11, 2016, the Company issued a convertible promissory note with Noteholder 8 for $10,000. The unsecured note bears interest at 8% per annum and was due on February 7, 2017. This note is convertible at $0.01 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to March 10, 2017, at which time the Company defaulted on the note. Prior to the March 31, 2018, $8,000 in principal was converted into 800,000 shares of the Company’s common stock. The $2,000 balance outstanding at March 31, 2020 remains in default. On July 7, 2016, the Company issued a convertible promissory note with Noteholder 9 for $25,000. The unsecured note bears interest at 6% per annum and is due on January 7, 2017. This note is convertible at $0.10 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to September 30, 2019, at which time the Company defaulted on the note. The $25,000 balance outstanding at March 31, 2020 and 2019 remains in default. On November 21, 2017, the Company issued a convertible promissory note with Noteholder 8 for $20,000. The unsecured note bears interest at 6% per annum and was due on May 21, 2018 but was extended to September 30, 2019, at which time the Company defaulted on the note. The note is convertible at $0.20 per share and can be converted on or before the maturity date. The $20,000 balance outstanding at March 31, 2020 and 2019 remains in default. During the fiscal year ended March 31, 2019, the Company issued convertible promissory notes summarized as follows: Origination Interest Conversion Note Noteholder Date Date Due Rate Discount Amount Noteholder 1 04/26/18 10/26/18 12 % 50 % $ 125,000 Noteholder 2 11/01/18 08/01/19 12 % 35 % 247,500 Noteholder 3 12/04/18 12/04/19 10 % 35 % 75,000 Noteholder 4 11/15/18 08/15/19 12 % 35 % 81,900 Noteholder 5 11/12/18 11/12/19 12 % 35 % 134,400 Noteholder 5 02/22/19 02/22/20 12 % 35 % 110,250 Noteholder 6 01/03/19 10/03/19 12 % 35 % 130,000 Noteholder 7 01/24/19 01/24/20 12 % 35 % 81,750 At March 31, 2019, the Company's convertible promissory notes and related debt discount and derivative liability are summarized as follows: Gross Gross amount Net amounts Corresponding amount offset by of liabilities Derivative Noteholder of liability debt discount presented Balance Noteholder 2 $ 247,500 $ 115,592 $ 131,908 $ 258,372 Noteholder 3 75,000 54,849 20,151 94,843 Noteholder 4 81,900 51,188 30,712 87,582 Noteholder 5 244,650 183,074 61,576 325,589 Noteholder 6 130,000 87,500 42,500 155,384 Noteholder 7 81,750 68,124 13,626 113,169 Noteholder 8 22,000 - 22,000 - Noteholder 9 25,000 - 25,000 - $ 907,800 $ 560,327 $ 347,473 $ 1,034,939 During the fiscal year ended March 31, 2020, the Company issued convertible promissory notes summarized as follows: Origination Interest Conversion Note Noteholder Date Date Due Rate Discount Amount Noteholder 3 07/17/19 12/04/19 10 % 35 % 22,500 Noteholder 3 12/04/19 12/04/19 10 % 35 % 22,876 Noteholder 4 07/15/19 08/15/19 12 % 35 % 22,441 Noteholder 5 08/05/19 08/05/20 12 % 35 % 139,650 Noteholder 5 09/13/19 09/13/20 12 % 35 % 110,250 Noteholder 5 10/14/19 10/14/20 12 % 35 % 68,250 Noteholder 6 02/13/20 12/13/20 12 % 40 % 100,000 Noteholder 10 02/27/20 02/26/21 10 % 40 % 110,000 At March 31, 2020, the Company's convertible promissory notes and related debt discount and derivative liability are summarized as follows: Gross Gross amount Net amounts Corresponding amount offset by of liabilities Derivative Noteholder of liability debt discount presented Balance Noteholder 2 $ 21,487 $ - $ 21,487 $ 59,069 Noteholder 3 29,450 - 29,450 80,960 Noteholder 5 281,250 127,874 153,376 774,897 Noteholder 6 100,000 84,539 15,461 308,481 Noteholder 8 22,000 - 22,000 - Noteholder 9 25,000 - 25,000 - Noteholder 10 110,000 100,833 9,167 350,690 $ 589,187 $ 313,246 $ 275,941 $ 1,574,097 On February 12, 2019, Noteholder 1 submitted a notice of conversion for $125,000 principal and $11,250 accrued interest after the note was in default. The note terms provided a $3,000 daily fee for failure to deliver common stock prior to a deadline of two days after the conversion notice. The shares due under the conversion were not issued until May 8, 2019. Accordingly, a note payable of $135,000 was recorded as a penalty at March 31, 2019. An additional $114,000 was accrued as a penalty during the year ended March 31, 2020. The $249,000 balance remains outstanding at March 31, 2020. The convertible debt held by noteholders 2, 3, 6, 8 and 9 are in default at March 31, 2020. Subsequent to March 31, 2020 and prior to the issuance of these financial statements, the Company defaulted on convertible debt held by noteholder 5. At the noteholders’ discretion, if notice is given to the Company, additional penalties of approximately $20,000 would be due. The fiscal year 2019 and fiscal year 2020 note agreements require a certain number of shares be reserved so that they are readily available for note conversion. As of March 31, 2020 and 2019, we had approximately 7 billion shares and 398 million shares, respectively, of our common stock reserved or designated for future issuance upon conversion of outstanding convertible promissory notes. As of March 31, 2020, Noteholder 5 had fewer shares reserved than required; however, sufficient shares were reserved for note conversion. Future maturities of the Company’s debt as of March 31, 2020 is as follows: Years Ending March 31, Amount 2021 $ 888,187 Less debt discount (313,246 ) $ 574,941 Interest expense for the year ended March 31, 2020 included interest expense on debt of $95,789 and amortization of debt discount of $810,027. As of March 31, 2020, the balance of accrued interest was $71,290. Interest expense for the year ended March 31, 2019 included interest expense on debt of $37,479 and amortization of debt discount of $421,583. As of March 31, 2019, the balance of accrued interest was $30,337. |