NOTE 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 and in default at December 31, 2020. On November 22, 2019, the Company issued a $50,000 promissory note to a third-party lender 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 December 31, 2020. On May 9, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company received a two-year loan for $68,000 from Noteholder 12. Interest is deferred for six months, then is at 1% until maturity in May 2022. The Company has applied for the loan to be forgiven by the Small Business Administration and expects to be granted forgiveness. During the period ended December 31, 2020, the Company incurred interest expenses related to notes payable totaling $22,732. Convertible Debt At December 31, 2020, the Company’s convertible debt and derivative liability related to the notes which can be converted at variable discounted rates are summarized as follows: Noteholder Origination Maturity Interest rate Variable conversion discount Principal balance Debt discount Net amount of liabilities presented Corresponding derivative balance Noteholder 2 11/1/2018 8/1/2019 12.00 % 35.00 % $ 21,487 $ - $ 21,487 $ 47,238 Noteholder 3 7/17/2019 12/4/2019 15.00 % 35.00 % 14,475 - 14,475 63,640 Noteholder 5 10/14/2019 10/14/2020 12.00 % 35.00 % 102,375 - 102,375 231,973 Noteholder 6 2/13/2020 12/13/2020 12.00 % 40.00 % 100,000 - 100,000 246,516 Noteholder 8 11/21/2017 5/21/2018 6.00 % See below 20,000 - 20,000 81,651 Noteholder 10 2/27/2020 2/26/2021 10.00 % 40.00 % 110,000 17,312 92,688 260,868 $ 368,337 $ 17,312 $ 351,025 $ 931,886 Noteholder Origination Maturity Interest rate Fixed conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 9 7/7/2016 9/30/2019 6.00 % $ 0.10/Share $ 25,000 $ - $ 25,000 $ 25,000 $ - $ 25,000 At March 31, 2020, the Company’s convertible debt and derivative liability related to the notes which can be converted at variable discounted rates are summarized as follows: Noteholder Origination Maturity Interest rate Variable conversion discount Principal balance Debt discount Net amount of liabilities presented Corresponding derivative balance Noteholder 2 11/1/2018 8/1/2019 12.00 % 35.00 % $ 21,487 $ - $ 21,487 $ 59,069 Noteholder 3 2/20/2019 12/4/2019 15.00 % 35.00 % 6,950 - 6,950 18,990 Noteholder 3 7/17/2019 12/4/2019 15.00 % 35.00 % 22,500 - 22,500 61,970 Noteholder 5 8/5/2019 8/5/2020 12.00 % 35.00 % 102,750 48,208 54,542 280,745 Noteholder 5 9/13/2019 9/13/2020 12.00 % 35.00 % 110,250 49,839 60,411 301,237 Noteholder 5 10/14/2019 10/14/2020 12.00 % 35.00 % 68,250 29,827 38,423 192,915 Noteholder 6 2/13/2020 12/13/2020 12.00 % 40.00 % 100,000 84,539 15,461 308,481 Noteholder 10 2/27/2020 2/26/2021 10.00 % 40.00 % 110,000 100,833 9,167 350,690 $ 542,187 $ 313,246 $ 228,941 $ 1,574,097 Noteholder Origination Maturity Interest rate Fixed conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 8 11/21/2017 5/21/2018 6.00 % $ 0.20/Share $ 20,000 $ - $ 20,000 Noteholder 8 4/11/2016 9/30/2019 6.00 % $ 0.01/Share 2,000 - 2,000 Noteholder 9 7/7/2016 9/30/2019 6.00 % $ 0.10/Share 25,000 - 25,000 $ 47,000 $ - $ 47,000 During the period ended December 31, 2020, the Company incurred interest expenses related to convertible debt totaling $39,151. On July 10, 2020, the Company and Noteholder 8 agreed to amend the conversion terms of the $20,000 convertible note payable so that the conversion price is equal to the lessor of $0.0002 or the lowest price the Company has issued stock to any other common stockholder or through the issuance of stock for the conversion of debt during the 90 days prior to the date of submission of a conversion notice by Noteholder 8. The change in conversion terms resulted in a derivative liability and financing costs incurred of $96,958. The convertible debt held by noteholders 2, 3, 5, 6, 8 and 9 are in default at December 31, 2020. Subsequent to December 31, 2020, and prior to the issuance of these financial statements, the Company defaulted on convertible debt held by noteholder 10 resulting in a default penalty on the outstanding balance at the default date of 110%. The default penalty will be incurred and accrued upon maturity of the respective convertible debt. Future Maturities The Company’s future maturities of notes payable and convertible debt are as follows: Years ending March 31, Amount 2021 $ 710,937 2022 45,600 2023 3,800 $ 760,337 Amortization of Debt Discount During the nine months ended December 31, 2020 and 2019, the Company recorded amortization of debt discounts totaling $295,934 and $533,592, respectively. |