CONVERTIBLE NOTES PAYABLE | NOTE 13 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of September 30, 2020 and December 31, 2019 were comprised of the following: September 30, December 31, 2020 2019 $550k Note - July 2016 $ 607,628 * $ 548,010 * $50k Note - July 2016 63,053 * 56,866 * $111k Note - May 2017 118,108 * 118,606 * $357.5k Note - April 2019 364,490 * 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 --- 108,947 $142.5k Note - October 2019 --- 142,500 $103k Note V - October 2019 --- 103,000 $108.9k Note II - October 2019 --- 108,947 $128.5k Note - October 2019 --- 128,500 $103k Note VI - November 2019 --- 103,000 $78.8k Note II - December 2019 --- 78,750 1,153,279 2,319,704 Less: unamortized discount --- (777,668 ) Convertible notes payable, net of original issue discount and debt discount $ 1,153,279 $ 1,542,036 * - Denotes that convertible note payable is carried at fair value Amortization of debt discount recognized on each convertible note outstanding during the three and nine months ended September 30, 2020 and 2019 were as follows: Amortization of Debt Discount Three Months Ended Nine Months Ended 2020 2019 2020 2019 $103k Note I - October 2018 $ --- $ --- $ --- $ 33,972 $103k Note II - November 2018 --- --- --- 44,952 $153k Note - November 2018 --- 1,733 --- 91,451 $103k Note III - December 2018 --- --- --- 42,611 $78k Note I - January 2019 --- 4,286 --- 52,000 $78k Note II - January 2019 --- 6,346 --- 47,858 $103k Note III - April 2019 --- 28,628 --- 56,012 $104.5k Note - April 2019 --- 26,268 --- 49,109 $104.5k Note II - April 2019 --- 26,268 --- 49,109 $357.5k Note - April 2019 --- 91,230 --- 166,593 $103k Note IV - May 2019 --- 31,906 --- 50,633 $154k Note - June 2019 --- 38,710 1,093 50,071 $67.9k Note - July 2019 --- 16,277 7,252 16,277 $67.9k Note II - July 2019 --- 16,277 2,813 16,277 $78k Note III - July 2019 --- 20,512 6,208 20,512 $230k Note - July 2019 --- 46,503 58,527 46,503 $108.9k Note - August 2019 --- 7,784 21,038 7,785 $142.5k Note - October 2019 21,804 --- 92,663 --- $103k Note V - October 2019 --- --- 29,143 --- $108.9k Note II - October 2019 --- --- 33,205 --- $128.5k Note - October 2019 --- --- 51,705 --- $103k Note VI - November 2019 --- --- 39,450 --- $78.8k Note II - December 2019 --- --- 27,111 --- $131.3k Note - January 2020 1,158 --- 16,205 --- $78k Note IV - January 2020 1,608 --- 14,955 --- $157.5k Note - March 2020 7,432 --- 20,044 --- $157.5k Note II - April 2020 9,127 --- 21,436 --- $135k Note - April 2020 7,744 --- 17,718 --- $83k Note II - April 2020 6,675 --- 13,767 --- $128k Note - April 2020 10,268 --- 18,097 --- $ 65,816 $ 362,728 $ 492,430 $ 841,725 Unamortized debt discount on outstanding convertible notes payable as of September 30, 2020 and December 31, 2019 were comprised of the following: Unamortized Discount as of September 30, 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 --- 59,392 $142.5k Note - October 2019 --- 107,070 $103k Note V - October 2019 --- 70,686 $108.9k Note II - October 2019 --- 72,592 $128.5k Note - October 2019 --- 106,732 $103k Note VI - November 2019 --- 81,740 $78.8k Note II - December 2019 --- 58,946 $ --- $ 777,668 Interest expense recognized on each convertible note outstanding during the three and nine months ended September 30, 2020 and 2019 were as follows: Interest Expense Three Months Ended Nine Months Ended 2020 2019 2020 2019 $550k Note - July 2016 $ 8,318 $ 8,318 $ 24,773 $ 24,682 $50k Note - July 2016 1,260 1,260 3,753 3,740 $111k Note - May 2017 2,042 4,168 8,755 12,369 $171.5k Note - October 2017 --- --- --- 1,785 $103k Note I - October 2018 --- --- --- 2,653 $103k Note II - November 2018 --- --- --- 3,584 $153k Note - November 2018 --- 297 --- 7,008 $103k Note III - December 2018 --- --- --- 4,261 $78k Note I - January 2019 --- 321 --- 3,889 $78k Note II - January 2019 --- 513 --- 3,868 $103k Note III - April 2019 --- 2,596 --- 5,079 $104.5k Note - April 2019 --- 2,634 --- 4,924 $104.5k Note II - April 2019 --- 2,634 --- 4,924 $357.5k Note - April 2019 9,012 12,650 18,751 23,101 $103k Note IV - May 2019 --- 2,596 --- 4,120 $154k Note - June 2019 --- 3,882 46 5,021 $67.9k Note - July 2019 --- 1,507 707 1,507 $67.9k Note II - July 2019 --- 1,507 177 1,507 $78k Note III - July 2019 --- 1,624 492 1,624 $230k Note - July 2019 --- 4,663 3,041 4,663 $108.9k Note - August 2019 --- 1,045 2,564 1,045 $142.5k Note - October 2019 3,592 --- 12,884 --- $103k Note V - October 2019 --- --- 2,653 --- $108.9k Note II - October 2019 --- --- 3,970 --- $128.5k Note - October 2019 --- --- 5,149 --- $103k Note VI - November 2019 --- --- 3,527 --- $78.8k Note II - December 2019 --- --- 3,344 --- $131.3k Note - January 2020 467 --- 6,545 --- $78k Note IV - January 2020 427 --- 3,975 --- $157.5k Note - March 2020 2,848 --- 7,681 --- $157.5k Note II - April 2020 2,848 --- 6,688 --- $135k Note - April 2020 2,441 --- 5,585 --- $83k Note II - April 2020 1,819 --- 3,752 --- $128k Note - April 2020 2,805 --- 4,945 --- $ 37,879 $ 52,215 $ 133,757 $ 125,354 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 and nine months ended September 30, 2020 and 2019 and the fair value as of such instruments as of September 30, 2020 and December 31, 2019 were as follows: Change in Fair Value of Debt Fair Value of Debt as of Three Months Ended Nine Months Ended September 30, December 31, 2020 2019 2020 2019 2020 2019 $550k Note - July 2016 $ 24,285 $ 17,455 $ 59,618 $ 52,708 $ 607,629 $ 548,010 $50k Note - July 2016 2,520 1,770 6,187 5,343 63,053 56,866 $111k Note - May 2017 4,721 3,674 16,261 11,089 118,108 118,606 $171.5k Note - October 2017 --- --- --- 1,781 --- --- $357.5k Note - April 2019 14,567 --- 35,763 --- 364,490 328,727 $ 46,093 $ 22,899 $ 117,829 $ 70,921 $ 1,153,280 $ 1,052,209 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 ($171,500) – October 2017 On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the “$171.5k Note”) to an individual lender. On February 7, 2019, the holder of the $171.5k Note converted the entire principal balance of $171,500 into 2,512,821 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $139,798, representing the excess of the fair value of the shares issued at conversion over the carrying value of the host instrument and the bifurcated conversion feature at the time of conversion. Convertible Notes Payable ($103,000) – October 2018 On October 18, 2018, the Company issued a $103,000 convertible note (the “$103k Note I”). On April 4, 2019, the Company prepaid the balance on the $103k Note I, including accrued interest, for a one-time cash payment of $134,500. In connection with the repayment, the Company recognized a gain on debt extinguishment of $28,169 in the nine months ended September 30, 2019, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Notes Payable ($103,000) – November 2018 On November 12, 2018, the Company issued a $103,000 convertible note (the “$103k Note II”). On May 7, 2019, the Company prepaid the balance on the $103k Note II, including accrued interest, for a one-time cash payment of $134,888. In connection with the repayment, the Company recognized a gain on debt extinguishment of $23,821 in the nine months ended September 30, 2019, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Notes Payable ($153,000) – November 2018 On November 19, 2018, the Company issued a $153,000 convertible note (the “$153k Note”). During the nine months ended September 30, 2019, the holder converted the full principal in the amount of $153,000 and $8,768 of accrued interest into 1,070,894 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $44,993, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. Convertible Notes Payable ($103,000) – December 2018 On December 3, 2018, the Company issued a $103,000 convertible note (the “$103k Note III”). On May 31, 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,029. In connection with the repayment, the Company recognized a gain on debt extinguishment of $20,445 in the nine months ended September 30, 2019, 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) – January 2019 On January 14, 2019, the Company issued a $78,000 convertible note (the “$78k Note”). The $78k Note, including accrued interest, was repaid in July 2019 for a one-time cash payment of $102,321. In connection with the repayment, the Company recognized a loss on debt extinguishment of $6,258 in the nine months ended September 30, 2019, 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) – January 2019 On January 24, 2019, the Company issued a $78,000 convertible note (the “$78k Note II”). The $78k Note II, including accrued interest, was repaid in July 2019 for a one-time cash payment of $102,255. In connection with the repayment, the Company recognized a gain on debt extinguishment of $11,161 in the nine months ended September 30, 2019, 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 ($103,000) – April 2019 On April 3, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the “$103k Note III”). During the fourth quarter of 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,099. Convertible Note Payable ($104,500) – April 2019 On April 11, 2019, the Company entered into securities purchase agreements for the sale of a $104,500 convertible note (the “$104.5k Note I”). During the fourth quarter of 2019, the holder of the $104.5k Note I converted the full principal in the amount of $104,500 and $5,768 of accrued interest into 1,176,189 shares of Company common stock. Convertible Note Payable ($104,500) – April 2019 On April 11, 2019, the Company entered into securities purchase agreements for the sale of a second $104,500 convertible note (the “$104.5k Note II”). During the fourth quarter of 2019, the Company prepaid the balance on the $104.5k Note II, including accrued interest, for a one-time cash payment of $142,500. Convertible Note Payable ($357,500) – April 2019 On April 15, 2019, the Company issued a fixed convertible note with a face value of $357,500 (the “$357.5k Note”). The $357.5k Note has an interest rate of 10%, matures on December 31, 2020, and may be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.15, or 2,383,333 shares. Convertible Note Payable ($103,000) – May 2019 On May 7, 2019, the Company issued a $103,000 convertible note (the “$103k Note IV”). During the fourth quarter of 2019, the Company prepaid the balance on the $103k Note IV, including accrued interest, for a one-time cash payment of $133,900. Convertible Note Payable ($154,000) – June 2019 On June 3, 2019, the Company issued a $154,000 convertible note (the “$154k Note”), of which $104,000 was converted in the fourth quarter of 2019. During the nine months ended September 30, 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 nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest 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 nine months ended September 30, 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 nine months ended September 30, 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 ($67,925) – July 2019 On July 11, 2019, the Company issued a second $67,925 convertible note (the “$67.9k Note II”). During the nine months ended September 30, 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 nine months ended September 30, 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 first quarter of 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 nine months ended September 30, 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 first quarter of 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 nine months ended September 30, 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 nine months ended September 30, 2020, the holder converted the full principal of $108,947 and accrued interest of $6,354 into 2,650,251 shares of Company common stock. In connection with the conversions, the Company recognized a loss on debt extinguishment of $161,617 in the nine months ended September 30, 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 ($142,500) – October 2019 On October 1, 2019, the Company issued a convertible note with a face value of $142,500 (the “$142.5k Note”). During the nine months ended September 30, 2020, the holder converted the full principal of $142,500 and accrued interest of $14,250 into 2,855,191 shares of Company common stock. In connection with the conversions, the Company recognized a loss on debt extinguishment of $305,100 in the nine months ended September 30, 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 ($103,000) – October 2019 On October 1, 2019, the Company issued a $103,000 convertible note (the “$103k Note V”). On April 3, 2020, 2020, the Company prepaid the balance on the $103k Note V, including accrued interest, for a one-time cash payment of $135,205. In connection with the repayment, the Company recognized a loss on debt extinguishment of $43,777 in the nine months ended September 30, 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 ($108,947) – October 2019 On October 30, 2019, the Company issued a convertible note with a face value of $108,947 (the “$108.9k Note II”). During the nine months ended September 30, 2020, the holder converted the full principal of $108,947 and accrued interest of $5,821 into 1,954,870 shares of Company common stock. In connection with the conversions, the Company recognized a loss on debt extinguishment of $76,895 in the nine months ended September 30, 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 ($128,500) – October 2019 On October 30, 2019, the Company issued a $128,500 convertible note (the “$128.5k Note”). During the nine months ended September 30, 2020, the holder converted the full principal of $128,500 and accrued interest of $8,832 into 3,197,877 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $154,248 in the nine months ended September 30, 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 ($103,000) – November 2019 On November 4, 2019, the Company issued a $103,000 convertible note (the “$103k Note VI”). On May 4, 2020, the Company prepaid the balance on the $103k Note VI, including accrued interest, for a one-time cash payment of $135,099. In connection with the repayment, the Company recognized a loss on debt extinguishment of $45,077 in the nine months ended September 30, 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 ($78,750) – December 2019 On December 2, 2019, the Company issued a $78,750 convertible note (the “$78.8k Note”). On June 3, 2020, the Company prepaid the balance on the $78.8k Note, including accrued interest, for a one-time cash payment of $103,359. In connection with the repayment, the Company recognized a loss on debt extinguishment of $37,554 in the nine months ended September 30, 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 ($131,250) – January 2020 On January 13, 2020, the Company issued a $131,250 convertible note (the “$131.3k Note”). On July 13, 2020, the Company prepaid the balance on the $131.3k Note, including accrued interest, for a one-time cash payment of $172,108. In connection with the repayment, the Company recognized a loss on debt extinguishment of $24,663 in the nine months ended September 30, 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) – January 2020 On January 16, 2020, the Company issued a $78,000 convertible note (the “$78k Note IV”). On July 20, 2020, the Company prepaid the balance on the $78k Note IV, including accrued interest, for a one-time cash payment of $102,308. In connection with the repayment, the Company recognized a loss on debt extinguishment of $9,104 in the nine months ended September 30, 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 ($157,500) – March 2020 On March 10, 2020, the Company issued a $157,500 convertible note (the “$157.5k Note”). On September 4, 2020, the Company prepaid the balance on the $157.5k Note, including accrued interest, for a one-time cash payment of $206,314. In connection with the repayment, the Company recognized a loss on debt extinguishment of $28,150 in the nine months ended September 30, 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 ($157,500) – April 2020 On April 2, 2020, the Company issued a $157,500 convertible note (the “$157.5k Note II”). On September 4, 2020, the Company prepaid the balance on the $157.5k Note, including accrued interest, for a one-time cash payment of $205,235. In connection with the repayment, the Company recognized a loss on debt extinguishment of $31,490 in the nine months ended September 30, 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 ($135,000) – April 2020 On April 6, 2020, the Company issued a $135,000 convertible note (the “$135k Note”). On September 4, 2020, the Company prepaid the balance on the $135k Note, including accrued interest, for a one-time cash payment of $175,592. In connection with the repayment, the Company recognized a loss on debt extinguishment of $18,479 in the nine months ended September 30, 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 ($83,000) – April 2020 On April 6, 2020, the Company issued an $83,000 convertible note (the “$83k Note”). On September 18, 2020, the Company prepaid the balance on the $83k Note, including accrued interest, for a one-time cash payment of $108,127. In connection with the repayment, the Company recognized a loss on debt extinguishment of $13,012 in the nine months ended September 30, 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 ($128,000) – April 2020 On April 30, 2020, the Company issued a $128,000 convertible note (the “$128k Note”). On September 18, 2020, the Company prepaid the balance on the $128k Note, including accrued interest, for a one-time cash payment of $165,962. In connection with the repayment, the Company recognized a loss on debt extinguishment of $21,000 in the nine months ended September 30, 2020, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest. |