CONVERTIBLE NOTES PAYABLE | NOTE 4 – CONVERTIBLE NOTES PAYABLE Convertible note payable dated October 10, 2017 On October 10, 2017, the Company issued a 12% Convertible Promissory Note for principal borrowings of $160,000 to a non-related party. The 12% convertible promissory note and all accrued interest are due on July 10, 2018. The Company received proceeds of $143,250 in cash which is net of offering costs of $16,750, recorded as a discount. The note is unsecured and bears interest at the rate of 12% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is the lower of $0.65 per share or 55% of the lowest trading price of the Company’s common stock during the 25 trading days immediately preceding the conversion date. At any time during the period beginning on the issue date and ending on the date which is 90 days following the issue date, the Borrower shall have the right, exercisable on not less than 3 trading days prior written notice to the holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 130%, multiplied by the sum of then outstanding principal amount of the Note plus accrued and unpaid interest on the unpaid principal amount of the Note plus default interest, if any. During the first 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium of 140%. After this initial 180-day period, the Company does not have a right to prepay the note. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of 24% per annum from the due date thereof until the same is paid. The conversion price, however, is subject to full ratchet anti-dilution in the event that the Company issues any securities at a per share price lower than the conversion price then in effect. The Note contains representations, warranties, and events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. On July 10, 2018, the Company failed to make the repayment of the outstanding principal and interest at the maturity date which causes the default interest rate of 24% to become effective. In September 2018, the conversion price was below $0.01 which triggered clause 1.4(g) of the promissory note which allows for the principal amount of the note to increase by $15,000. Per the noteholder, this $15,000 will be added to the principal at the end of the note, allowing the Company to convert out of the original principal and interest first, however, for accounting purposes the $15,000 was added to the principal on September 25, 2018. In addition, the variable conversion price shall be redefined to mean 40% multiplied by the market price (or a 60% discount). During the fiscal year ended September 30, 2018, the Company issued 615,000 shares of common stock to the noteholder with a contractual conversion price ranging from $0.01 to $0.04 to convert $0 principal amount with $6,951 of accrued and unpaid interest and $3,000 conversion fee, totaling $9,951. During the six months ended March 31, 2019, the Company issued an aggregate of 78,564,200 shares of common stock to the noteholder with a contractual conversion price ranging from $0.002 to $0.003 to convert $100,109 principal amount with $33,896 of accrued and unpaid interest and $7,000, totaling $141,005. As of March 31, 2019, the note had outstanding principal and accrued interest of $74,891 and $433, respectively, and accrued conversion fee of $0. Convertible note payable dated February 20, 2018 In February 2018, under a Securities Purchase Agreement, the Company issued a 10% Convertible Promissory Note for principal borrowings of up to $180,000 and received initial proceeds of $60,000. The Company received additional proceeds of $20,000 in June 2018 and $50,000 in March 2019 (“Third tranche”) which resulted to a total of $130,000 proceeds. The 10% convertible promissory notes and all accrued interest are due in twelve months from the effective date of each tranche. The notes are unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the notes are paid. The note holder shall have the right to convert beginning on the issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price to a price which is 65% of the lowest trading price of the Company’s common stock during the 25 prior trading days to the conversion date subject to increases in the discount rate based on certain future events. If at any time while this note is outstanding, the conversion price is equal to or lower than $0.15, then an additional 15% discount shall be added into the conversion price resulting in a discount rate of 50%. During the first 90 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest due under this note, together with any other amounts that the Company may owe the holder under the terms of this note, at a premium ranging from 135% to 145% as defined in the note agreement. After this initial 90-day period, the Company does not have a right to prepay the note. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of 15% per annum from the due date thereof until the same is paid. The conversion price, however, is subject to full ratchet anti-dilution in the event that the Company issues any securities at a per share price lower than the conversion price then in effect. During fiscal 2018, the Company paid an original issuance discount of $8,000 and related loan fees of $3,500 in connection with this note payable and during the six months ended March 31, 2019, the Company paid additional original issuance discount of $5,000 and related loan fees of $2,000 for the Third tranche which are being amortized over the term of the note. The Note contains representations, warranties, events of default, beneficial ownership limitations, piggyback registration rights and other provisions that are customary of similar instruments. During fiscal 2018, the Company granted the note holder of 50,000 warrants and during the six months ended March 31, 2019, the Company granted an additional 125,000 warrants in connection with the issuance of this note. The warrants had a term of 5 years from the date of grant and was exercisable at an exercise price of $0.40. During fiscal 2018, the Company accounted for the 50,000 warrants by using the relative fair value method and recorded debt discount from the relative fair value of the warrants of $6,206 using a simple binomial lattice model. During six months ended March 31, 2019, the Company accounted for the 125,000 warrants by using the relative fair value method and recorded debt discount from the relative fair value of the warrants of $2,265 using a simple binomial lattice model. During the fiscal year ended September 30, 2018, the Company issued 270,000 shares of common stock to the noteholder with a contractual conversion price of $0.01 to convert $3,023 principal amount with $0 of accrued and unpaid interest and $500 conversion fee, totaling $3,523. During the six months ended March 31, 2019, the Company the Company issued 68,398,371 shares of common stock to the noteholder with a contractual conversion price ranging from $0.001 and $0.002 to convert $73,314 principal amount with $4,874 of accrued and unpaid interest and $8,500 conversion fee, totaling $86,688. As of March 31, 2019, the note had $53,662 and $1,786 of outstanding principal and accrued interest, respectively. The Company evaluated whether or not the above two convertible promissory notes contains embedded conversion features, which meet the definition of derivatives under ASC 815 and related interpretations. The Company determined that the terms of the notes discussed above contains conversion terms, primarily those resulting in an indeterminable number of shares being issued upon conversion which causes the embedded conversion option to be bifurcated and accounted for as derivative liability at fair value. In connection with the issuance of these notes during fiscal year 2018, on the initial measurement date of the notes, the fair values of the embedded conversion option of $423,778 was recorded as derivative liabilities of which $218,234 was charged to current period operations as initial derivative expense, and $205,544 was recorded as a debt discount which will be amortized into interest expense over the term of the note. In connection with the issuance of these notes during the six months ended March 31, 2019, on the initial measurement date of the notes, the fair values of the embedded conversion option of $342,368 was recorded as derivative liabilities of which $301,633 was charged to current period operations as initial derivative expense, and $40,735 was recorded as a debt discount which will be amortized into interest expense over the term of the note. Upon conversions during the six months ended March 31, 2019, the respective derivative liability was marked to fair value at the conversion, and then a related fair value amount of $209,379 relating to the portion of debt converted was reclassified to other income or expense as part of gain on debt extinguishment. Additionally, the Company recorded loss on debt extinguishment of $1,917,530 during the six months ended March 31, 2019 in connection with the conversion of notes resulting in a net loss on extinguishment of debt of $1,708,151 for the six months ended March 31, 2019 as reflected in the accompanying unaudited statements of operations. At the end of each reporting period, the Company revalues the embedded conversion option derivative liabilities. In connection with the revaluation, the Company recorded a gain from change in fair value of conversion option liability of $297,646 for the six months ended March 31, 2019 and loss from change in fair value of conversion option liability of $689,364 for the six months ended March 31, 2018, respectively (see Note 2). Convertible note payable dated June 14, 2018 In June 2018, under a Securities Purchase Agreement, the Company issued a 10% Convertible Promissory Note for principal borrowings of up to $58,000. The 10% convertible promissory note and all accrued interest are due in June 2019. The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the notes are paid. The note holder has the right to convert beginning 180 days following the issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to 61% of the average of the lowest two trading prices of the Company’s common stock during the 20 trading days immediately preceding the conversion date. During the first 30 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the terms of these notes, at a premium ranging from 115% to 140% as defined in the note agreements. After this initial 180-day period, the Company does not have a right to prepay the note. The Company paid original issuance cost and related loan fees of $3,000 in connection with this note payable which is being amortized over the term of the note. During the six months ended March 31, 2019, the Company fully converted the remaining outstanding principal and interest of $58,000 and $2,900, respectively, into 23,480,646 shares of common stock. As of March 31, 2019, the note had no outstanding principal and accrued interest. The Company has accounted for this convertible promissory note as stock settled debt under ASC 480 and in June 2018, the Company recorded an original debt premium liability of $37,082 and a charge to interest expense of $37,082. Upon conversions in fiscal year ended September 30, 2018, Put Premium of $19,452 was reclassified to additional paid-in capital. Upon conversions during the six months ended March 31, 2019, Put Premium of $17,630 was reclassified to additional paid-in capital. Convertible note payable dated February 14, 2019 In February 2019, under a Securities Purchase Agreement, the Company issued a 10% Convertible Promissory Note for principal borrowings of up to $63,000. The 10% convertible promissory note and all accrued interest are due in February 2020. The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the notes are paid. The note holder has the right to convert beginning 180 days following the issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to 61% of the average of the lowest two trading prices of the Company’s common stock during the 15 trading days immediately preceding the conversion date. During the first 30 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the terms of these notes, at a premium ranging from 115% to 140% as defined in the note agreements. After this initial 180-day period, the Company does not have a right to prepay the note. The Company paid original issuance cost and related loan fees of $3,000 in connection with this note payable which is being amortized over the term of the note. As of March 31, 2019, the note had $63,000 and $630 outstanding principal and accrued interest. The Company has accounted for this convertible promissory note as stock settled debt under ASC 480 and in February 2019, the Company recorded an original debt premium liability of $40,279 and a charge to interest expense of $40,279. For the six months ended March 31, 2019 and 2018, the total amortization expense of debt discounts related to all convertible promissory notes were $38,577 and $113,916, charged to interest expense on the accompanying statements of operations. During the three months ended March 31, 2019 the fair value of the derivative liabilities were estimated using the Binomial option pricing method with the following assumptions: Dividend rate 0 % Term (in years) 0.01 to 0.44 years Volatility 212.74 % Risk-free interest rate 2.40 to 2.53 % At March 31, 2019 and September 30, 2018, the components of convertible promissory notes, net consisted of the following: March 31, 2019 September 30, 2018 Principal amount of convertible notes $ 191,553 $ 309,976 Debt premium liability 40,279 37,082 Unamortized debt discount (53,206 ) (38,783 ) Convertible notes payable, net – current $ 178,626 $ 308,275 |