CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of March 31, 2020 and December 31, 2019 were comprised of the following: March 31, December 31, 2020 2019 $550k Note - July 2016 $ 537,253 * $ 548,010 $50k Note - July 2016 55,750 * 56,866 $111k Note - May 2017 98,811 * 118,606 $357.5k Note - April 2019 322,276 * 328,728 $154k Note - June 2019 --- 50,000 $136k Notes - July 2019 --- 135,850 $78k Note III - July 2019 --- 78,000 $230k Note - July 2019 --- 230,000 $108.9k Note - August 2019 33,947 108,947 $142.5k Note - October 2019 142,500 142,500 $103k Note V - October 2019 103,000 103,000 $108.9k Note II - October 2019 108,947 108,947 $128.5k Note - October 2019 128,500 128,500 $103k Note VI - November 2019 103,000 103,000 $78.8k Note II - December 2019 78,750 78,750 $131.3k Note - January 2020 131,250 --- $78k Note IV - January 2020 78,000 --- $157.5k Note - March 2020 157,500 --- 2,079,484 2,319,704 Less: unamortized discount (427,567 ) (777,668 ) Convertible notes payable, net of original issue discount and debt discount $ 1,651,917 $ 1,542,036 * - Denotes that convertible note payable is carried at fair value Interest expense and amortization of debt discount recognized on each convertible note outstanding during the three months ended March 31, 2020 and 2019 were as follows: Interest Expense Amortization of Debt Discount Three Months Ended March 31, Three Months Ended March 31, 2020 2019 2020 2019 $550k Note - July 2016 $ 8,225 $ 8,136 $ --- $ --- $50k Note - July 2016 1,247 1,233 --- --- $111k Note - May 2017 4,694 4,078 --- --- $171.5k Note - October 2017 --- 1,785 --- --- $103k Note I - October 2018 --- 2,540 --- 32,526 $103k Note II - November 2018 --- 2,540 --- 31,856 $153k Note - November 2018 --- 3,773 --- 50,440 $103k Note III - December 2018 --- 2,540 --- 25,397 $78k Note I - January 2019 --- 1,624 --- 21,714 $78k Note II - January 2019 --- 1,410 --- 17,451 $357.5k Note - April 2019 829 --- --- --- $154k Note - June 2019 46 --- 1,093 --- $67.9k Note - July 2019 707 --- 7,252 --- $67.9k Note II - July 2019 177 --- 2,813 --- $78k Note III - July 2019 492 --- 6,208 --- $230k Note - July 2019 3,041 --- 58,526 --- $108.9k Note - August 2019 2,545 --- 20,960 --- $142.5k Note - October 2019 5,739 --- 35,430 --- $103k Note V - October 2019 2,568 --- 28,213 --- $108.9k Note II - October 2019 2,716 --- 21,730 --- $128.5k Note - October 2019 3,204 --- 31,949 --- $103k Note VI - November 2019 2,568 --- 28,720 --- $78.8k Note II - December 2019 1,963 --- 15,917 --- $131.3k Note - January 2020 2,805 --- 6,945 --- $78k Note IV - January 2020 1,603 --- 6,030 --- $157.5k Note - March 2020 906 --- 2,365 --- $ 46,075 $ 29,659 $ 274,151 $ 179,384 Unamortized debt discount on outstanding convertible notes payable as of March 31, 2020 and December 31, 2019 were comprised of the following: Unamortized Discount as of March 31, December 31, 2020 2019 $154k Note - June 2019 $ --- $ 21,175 $67.9k Note - July 2019 --- 20,497 $67.9k Note II - July 2019 --- 20,497 $78k Note III - July 2019 --- 32,657 $230k Note - July 2019 --- 125,684 $108.9k Note - August 2019 11,460 59,392 $142.5k Note - October 2019 71,639 107,070 $103k Note V - October 2019 42,474 70,686 $108.9k Note II - October 2019 50,862 72,592 $128.5k Note - October 2019 74,783 106,732 $103k Note VI - November 2019 53,021 81,740 $78.8k Note II - December 2019 43,028 58,946 $131.3k Note - January 2020 25,643 --- $78k Note IV - January 2020 15,920 --- $157.5k Note - March 2020 38,737 --- $ 427,567 $ 777,668 Certain of our convertible notes payable are also carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." The changes in fair value during the three months ended March 31, 2020 and 2019 and the fair value as of the three months then ended on such instruments were as follows: Change in Fair Value of Debt Fair Value of Debt as of Three Months Ended March 31, March 31, December 31, 2020 2019 2020 2019 $550k Note - July 2016 $ (10,757 ) $ 16,838 $ 537,253 $ 548,010 $50k Note - July 2016 (1,116 ) 1,707 55,750 56,866 $111k Note - May 2017 (3,036 ) 3,544 98,811 118,606 $171.5k Note - October 2017 --- 1,781 --- --- $357.5k Note - April 2019 (6,453 ) --- 322,275 328,727 $ (21,362 ) $ 23,870 $ 1,014,089 $ 1,052,209 Convertible Note Payable ($78,000) – January 2019 On January 14, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note"). The $78k Note, including accrued interest, was prepaid in July 2019 for a one-time cash payment of $102,321. Convertible Note Payable ($78,000) – January 2019 On January 24, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note II"). The $78k Note II, including accrued interest, was prepaid in July 2019 for a one-time cash payment of $102,255. Convertible Note Payable ($111,000) – May 2017 On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000. The $111k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.15 per share, or 740,000 of the Company's common shares, and is secured by all of the Company's assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company's common stock at an exercise price of $0.75 per share. The $111k Note matures on December 31, 2020. On February 6, 2020, the holder of the $111k Note converted $30,000 principal on the note into 448,029 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $25,394, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($154,000) – June 2019 On June 3, 2019, the Company issued a $154,000 convertible note (the "$154k Note"). During the three months ended March 31, 2020, the holder converted the remaining unpaid principal balance of $50,000 and accrued interest of $8,572 into 968,390 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $125,865 in the three months ended March 31, 2020, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($67,925) – July 2019 On July 11, 2019, the Company issued a $67,925 convertible note (the "$67.9k Note I"). During the three months ended March 31, 2020, the holder converted the full principal of $67,925 and accrued interest of $3,926 into 885,847 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $55,117 in the three months ended March 31, 2020, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($67,925) – July 2019 On July 11, 2019, the Company issued a second $67,925 convertible note (the "$67.9k Note II"). During the three months ended March 31, 2020, the Company prepaid the balance on the $67.9k Note II, including accrued interest, for a one-time cash payment of $89,152. In connection with the repayment, the Company recognized a loss on debt extinguishment of $26,890 in the three months ended March 31, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($78,000) – July 2019 On July 16, 2019, the Company issued a $78,000 convertible note (the "$78k Note III"). During the three months ended March 31, 2020, the Company prepaid the balance on the $78k Note III, including accrued interest, for a one-time cash payment of $102,388. In connection with the repayment, the Company recognized a loss on debt extinguishment of $31,432 in the three months ended March 31, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($230,000) – July 2019 On July 18, 2019, the Company issued a convertible note with a face value of $230,000 (the "$230k Note"). During the three months ended March 31, 2020, the holder converted $80,000 of principal and $4,373 of accrued interest on the note into 1,236,668 shares of Company common stock and the Company repaid principal of $150,000 and accrued interest of $9,128 for cash payments totaling $181,554. The note was retired upon these conversions and repayments. In connection with the conversions and repayments, the Company recognized a loss on debt extinguishment of $112,498 in the three months ended March 31, 2020 equal to the excess of the cash payment amount and the fair value of the shares issued at conversion over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Note Payable ($108,947) – August 2019 On August 26, 2019, the Company issued a convertible note with a face value of $108,947 (the "$108.9k Note"). During the three months ended March 31, 2020, the holder converted principal of $75,000 and accrued interest of $6,335 into 1,779,322 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $90,732 in the three months ended March 31, 2020, representing the excess of the fair value of the shares issued at conversion over the carrying value of the portion of the host instrument and the bifurcated conversion feature converted. Convertible Note Payable ($131,250) – January 2020 On January 13, 2020, the Company issued a $131,250 convertible note (the "$131.3k Note"). The $131.3k Note included $8,750 fees and discounts for net proceeds of $122,500. The $131.3k Note has an interest rate of 10% and a default interest rate of 22% and matures on January 13, 2021. The $131.3k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the embedded conversion feature ("ECF") was calculated using a binomial lattice pricing model at $23,838. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 23,838 Original issue discount and fees 8,750 Convertible note 98,662 Gross proceeds $ 131,250 Convertible Note Payable ($78,000) – January 2020 On January 16, 2020, the Company issued a $78,000 convertible note (the "$78k Note IV"). The $78k Note IV included $3,000 fees for net proceeds of $75,000. The $78k Note IV has an interest rate of 10% and a default interest rate of 22% and matures on October 15, 2020. The $78k Note IV may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF was calculated using a binomial lattice pricing model at $18,950. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 18,950 Original issue discount and fees 3,000 Convertible note 56,050 Gross proceeds $ 78,000 Convertible Note Payable ($157,500) – March 2020 On March 10, 2020, the Company issued a $157,500 convertible note (the "$157.5k Note"). The $157.5k Note included $11,000 fees for net proceeds of $146,500. The $157.5k Note has an interest rate of 10% and a default interest rate of 22% and matures on March 10, 2021. The $157.5k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF was calculated using a binomial lattice pricing model at $30,102. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 30,102 Original issue discount and fees 11,000 Convertible note 116,398 Gross proceeds $ 157,500 |