Convertible Debt | NOTE 4 – CONVERTIBLE DEBT As of June 30, 2017 and December 31, 2016, the Company had the following convertible debt: June 30, 2017 December 31, 2016 Convertible debt $ 219,500 $ - Debt discount (158,800) Convertible debt, net 60,700 - Eagle Equities and Adar Bays Notes On March 1, 2017, the Company issued a convertible note payable for $35,000 to Eagle Equities, LLC (“ Eagle Equities The determined fair value of the embedded derivative of $68,374 was charged as a debt discount up to the net proceeds of the note ($35,000) with the remainder ($33,374) charged to current period operations as non-cash loss on change in derivative liability. The Company recorded a loss on change in derivative liability for this note of ($33,374) for the six months ended June 30, 2017. As of June 30, 2017, the outstanding balance due on the Eagle Equities Note was $35,000. During the three and six months ended June 30, 2017, this note incurred $8,726 and $8,726 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2017, the remaining unamortized debt discount was $26,274. As of June 30, 2017 the Eagle Equities Note had accrued $925 in interest. On March 23, 2017, the Company issued a convertible note payable for $30,000 to Adar Bays, LLC (“ Adar Bays The determined fair value of the embedded derivative of $58,607 was charged as a debt discount up to the net proceeds of the note ($35,000) with the remainder ($28,607) charged to current period operations as non-cash loss on change in derivative liability. The Company recorded a loss on change in derivative liability for this note of ($28,607) for the six months ended June 30, 2017. As of June 30, 2017, the outstanding balance due on the Adar Bays Note was $30,000. During the three and six months ended June 30, 2017, this note incurred $7,479 and $7,479 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2017, the remaining unamortized debt discount was $22,521. As of June 30, 2017 the Adar Bays Note had accrued $793 in interest. In addition to each of the above initial convertible promissory notes (“ Initial Convertible Notes Note Receivable In the event the Company redeems the Initial Convertible Notes in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 120% of the unpaid principal amount during the first 30 days; (ii) 126% of the unpaid principal amount between days 31 and 60; (iii) 132% of the unpaid principal amount between days 61 and 90; (iv) 138% of the unpaid principal amount between days 91 and 120; (v) 144% of the unpaid principal amount between days 121 and 150; and (vi) 150% of the unpaid principal amount between days 151 and 180. There shall be no redemption after the 180th day. The Back-End Notes may not be prepaid, except that if the initial convertible notes are redeemed by the Company within six months of their issuance, all obligations of the Company and holders under the Back-End Notes and the Notes Receivable will be deemed satisfied and such notes shall automatically be deemed cancelled and of no further force or effect. In the event of two specific defaults, which include the maintenance of a minimum trading price and an aggregate dollar trading volume of the Company's common shares, the holders may cancel the Back-End Notes and the related Notes Receivable and otherwise in the event of other defaults as defined in the securities purchase agreement, the amount of principal and accrued interest will become immediately due and payable and may be offset by amounts due to the Company by the holders. Additionally, the Back-End Notes will bear default interest at a rate of 16% per annum, or the highest rate of interest permitted by law. Since the Back-End Notes are not convertible until the Notes Receivable are paid and also not for 180 days from the note dates, and the Notes Receivable and Back-End Notes have a right of setoff, the Notes Receivable and Back-End Notes and related accrued interest receivable and payable have been netted for presentation purposes on the accompanying consolidated balance sheet. Crown Bridge Note On April 3, 2017, the Company issued a convertible note in the original principal amount of $111,000 to Crown Bridge Partners, LLC (“ Crown Bridge Note Discount (OID) and $1,500 in legal fees associated with this tranche. Each tranche pursuant to the Crown Bridge Note matures 365 days after each tranche financing. Upon receipt of the initial funding tranche of the Crown Bridge Note, the Company determined the aggregate fair value of $59,611 of embedded derivatives for this tranche. The fair value of the embedded derivatives was determined using the Bionomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 283.8%, (3) weighted average risk-free interest rate of 1.02%, (4) expected life of 1.0 years, and (5) estimated fair value of the Company’s common stock of $0.04 per share. The determined fair value of the embedded derivative of $59,611 was charged as a debt discount up to the net proceeds of the note ($34,500) with the remainder ($22,611) charged to current period operations as non-cash loss on change in derivative liability. The Company recorded a loss on change in derivative liability for this note of ($22,611) for the six months ended June 30, 2017. As of June 30, 2017, the outstanding balance due on the Crown Bridge Note was $37,000. During the three and six months ended June 30, 2017, this note incurred $8,921 and $8,921 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2017, the remaining unamortized debt discount was $28,079. As of June 30, 2017 the Crown Bridge Note had accrued $964 in interest. EMA Note On April 3, 2017, the Company issued a convertible note in the original principal amount of $42,500 to EMA Financial, LLC (“ EMA Note Upon receipt the funding of the EMA Note, the Company determined the aggregate fair value of $68,472 of embedded derivatives for this tranche. The fair value of the embedded derivatives was determined using the Bionomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 283.8%, (3) weighted average risk-free interest rate of 1.02%, (4) expected life of 1.0 years, and (5) estimated fair value of the Company’s common stock of $0.04 per share. The determined fair value of the embedded derivative of $68,472 was charged as a debt discount up to the net proceeds of the note ($40,000) with the remainder ($25,972) charged to current period operations as non-cash loss on change in derivative liability. The Company recorded a loss on change in derivative liability for this note of ($25,972) for the six months ended June 30, 2017. As of June 30, 2017, the outstanding balance due on the EMA Note was $42,500. During the three and six months ended June 30, 2017, this note incurred $10,247 and $10,247 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2017, the remaining unamortized debt discount was $32,253. As of June 30, 2017 the EMA Note had accrued $990 in interest. Blackbridge Note On April 17, 2017, the Company issued a convertible note in the original principal amount of $75,000 to Blackbridge Capital Growth Fund, LLC (“ Blackbridge Note Upon receipt the funding of the Blackbridge Note, the Company determined the aggregate fair value of $137,061 of embedded derivatives for this tranche. The fair value of the embedded derivatives was determined using the Bionomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 242.4%, (3) weighted average risk-free interest rate of 0.94%, (4) expected life of 0.5 years, and (5) estimated fair value of the Company’s common stock of $0.04 per share. The determined fair value of the embedded derivative of $137,061 was charged as a debt discount up to the net proceeds of the note ($75,000) with the remainder ($62,061) charged to current period operations as non-cash loss on change in derivative liability. The Company recorded a loss on change in derivative liability for this note of ($62,061) for the six months ended June 30, 2017. As of June 30, 2017, the outstanding balance due on the Blackbridge Note was $75,000. During the three and six months ended June 30, 2017, this note incurred $30,328 and $30,328 in amortization expenses that was recorded in the financial statements as interest expense. Further, as of June 30, 2017, the remaining unamortized debt discount was $44,672. As of June 30, 2017 the Blackbridge Note had accrued $1,751 in interest. |