Note 7 - Convertible Notes Payable | Note 7 – Convertible Notes Payable At December 31, 2017 and 2016, convertible notes payable consisted of the following: December 31, 2017 December 31, 2016 Series of convertible notes payable issued prior to December 31, 2016, bearing interest at rates of 8% - 20% per annum, with due dates ranging from April 2016 through October 2017. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at an exercise price of $1 per share. $ 40,000 $ 92,650 Secured convertible notes payable issued to the sellers of QCA on April 1, 2016 (see Note 9) for an aggregate of $2,000,000, bearing interest at 5% per annum, due in monthly payments starting on July 1, 2016 and due in full on July 1, 2019. The outstanding principal and interest balances are convertible after 12 months into Class A common stock at the option of the debt holder at a conversion price of $10 per share. 1,827,108 1,922,328 Secured convertible note payable issued to the seller of HWT on January 1, 2017 (see Note 9) for an aggregate of $1,500,000, bearing interest at 5% per annum, due in full on July 1, 2018. The outstanding principal and interest balances are convertible after 12 months into Class A common stock at the option of the debt holder at a conversion price of $8.50 per share. 1,500,000 - Series of convertible notes payable issued in January 2017, bearing interest at rates of 10% per annum, and due in January 2018. The outstanding principal and interest balances are convertible into shares of Class A common stock at the option of the debt holder at an exercise price of $1 per share. 30,000 - On July 13, 2017, the Company entered into a variable convertible note for $43,000 with net proceeds of $40,000. The note is due April 30, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 38% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the note up to 180 days prior to the due date, with the prepayment penalty ranging from 10% to 27% depending on when prepaid. 43,000 - On July 19, 2017, the Company entered into a variable convertible note for $115,000 with net proceeds of $107,000. The note is due January 21, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from July 19, 2017. The Company issued 500,000 shares of Class A common stock to the note holder which are returnable if no event of default has occurred and the note is paid in full within 180 days of the note date. Management has determined that it is probable that the Company will meet the conditions under the note and therefore it more likely than not that the Company will not be in default as defined in the note and the note will be paid in full within 180 days of the note date. As a result, management has concluded that it is probable that the shares would be returned and therefore the cost of issuance has not been recorded as of December 31, 2017. The Company will reassess the likelihood of such at each period end. This is accounted for as a derivative liability, so a debt discount from derivative liabilities of $115,000 was recognized and is being amortized over the term of the agreement. See Note 11 – Derivative Liabilities and Fair Value Measurements for more details. 72,748 - On September 5, 2017, the Company entered into a variable convertible note for $105,000 with net proceeds of $100,000. The note is due September 5, 2018 and bears interest at 10% per annum. After 180 days, the note is convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from September 5, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on the prepayment date. 105,000 - On October 4, 2017, the Company entered into a variable convertible note for $60,000 with net proceeds of $55,000. The note is due July 4, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 35% of the lowest trading price during the previous ten days prior to conversion. The Company can prepay the convertible note up to 180 days from October 4, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on the prepayment date. 60,000 - On October 11, 2017, the Company entered into a variable convertible note for $58,500 with net proceeds of $55,500. The note is due on July 20, 2018 and bears interest at 12% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 38% of the average of the three lowest trading prices of the stock for ten days prior to conversion. The Company can prepay the convertible note up to 180 days from October 11, 2017. The prepayment penalty is equal to 10% to 27% of the outstanding note amount depending on the prepayment date. 58,500 - On November 2, 2017, the Company entered into a variable convertible note for $115,000 with net proceeds of $107,000. The note is due May 2, 2018 and bears interest at 10% per annum. The note is immediately convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. The Company issued 150,000 shares to the lender with this note, which has been recorded as a discount. 115,000 - On November 28, 2017, the Company entered into a variable convertible note for $105,000 with net proceeds of $100,000. The note is due November 28, 2018 and bears interest at 10% per annum. After 180 days, the note is convertible into shares of Class A common stock at a discount of 35% of the average of the three lowest trading price during the previous ten days prior to conversion. The Company can prepay the convertible note up to 180 days from November 28, 2017. The prepayment penalty is equal to 10% to 25% of the outstanding note amount depending on the prepayment date. 105,000 - On December 6, 2017, the Company entered into a variable convertible note for $86,000 with net proceeds of $79,000. The note is due June 6, 2018 and bears interest at 10% per annum. After 180 days at the maturity date, the note is convertible to the Company's Class A common stock at a discount of 35% to the average of the three lowest trading closing prices of the stock for ten days prior to conversion. 86,000 - Total convertible notes payable 4,042,356 2,014,978 Less: discount on convertible notes payable (79,630) (7,421) Total convertible notes payable, net of discount 3,962,726 2,007,557 Less: current portion of convertible notes payable (2,302,620) (247,359) Long-term portion of convertible notes payable $ 1,660,106 $ 1,760,198 The discounts on convertible notes payable arise from beneficial conversion features ("BCF"), as well as conversion features of certain convertible notes being treated as derivative liabilities (see Note 11). Total BCF debt discounts recorded during the years ended December 31, 2017 and 2016, amounted to $30,000 and $115,810, respectively. The debt discount recorded relating to derivative liabilities during the years ended December 31, 2017 and 2016, amounted to $115,000 and $0, respectively. The discounts are being amortized over the terms of the convertible notes payable. Amortization of debt discounts during the years ended December, 31 2017 and 2016, amounted to $89,292 and $274,615, respectively, and is recorded as interest expense in the accompanying consolidated statements of operations. The unamortized discount balance for these notes was $79,630 as of December 31, 2017, which is expected to be amortized in 2018. Future scheduled maturities of outstanding convertible notes payable are as follows: Year Ended December 31, 2018 $ 2,302,620 2019 1,660,106 Total $ 3,962,726 A summary of the activity in the Company’s convertible notes payable is provided below: Convertible Notes Activity Balance outstanding, April 1, 2016 (Successor) $ 131,928 Issuance of convertible notes payable for acquisition of QCA 2,000,000 Issuance of convertible notes payable for cash 15,500 Repayment of notes (82,672) Conversion of notes payable into common stock (216,004) Discount from beneficial conversion feature (115,810) Amortization of debt discount 274,615 Balance outstanding, December 31, 2016 2,007,557 Issuance of convertible notes payable for acquisition of VWES 1,500,000 Issuance of convertible notes payable for cash 836,000 Repayment of notes (219,721) Conversion of notes payable to common stock (88,902) Discount from issuance of common stock (16,500) Discount from beneficial conversion feature (30,000) Discount from derivative liabilities (115,000) Amortization of debt discounts 89,292 Balance outstanding, December 31, 2017 $ 3,962,726 |