Annual report pursuant to Section 13 and 15(d)

DEBT

v3.21.1
DEBT
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]

NOTE 5: DEBT


Accounts Payable


In January 2020, following mediation with a vendor of an outstanding balance, the Company successfully won the case and the balance of $131,539 was waived. The company had previously recognized the $131,539 balance in accounts payable, which was reversed in 2020 and recognized as a gain on debt settlement.


Notes Payable


As of December 31, 2020 and 2019, the Company had outstanding notes payable to former affiliates of the Company of $413,185 and $413,185, respectively. The notes payable are unsecured, bear no interest and are due on demand.


Convertible Debt


In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company evaluates its hybrid convertible debt instruments with unconditional obligations allowing settlement by issuing a variable number of its equity shares to determine proper classification and accounting. The Company classifies the following hybrid convertible debt instruments as a liability upon being convertible at the option of the holders due to the conversion terms being based on fixed monetary amounts known at inception, in this case, settlement with a variable number of the Company’s equity shares. As such, conversion option and are carried as a liability at fair value at each balance sheet date with a re-measurement reported as a change in fair value of share-settled debt in other (income) expense in the accompanying condensed statements of operations.


During October 2018, the Company borrowed $345,000, net of original debt discount of $45,000 under a note payable bearing interest at 7% per annum, unsecured and was originally due January 18, 2019. Between January 2019 and March 2020, the due date on the note was extended multiple times in exchange for a total of $85,000 debt extension fee added to the principal of the note, the addition of a conversion feature and $20,000 in extension fees. The conversion feature allowed the holder to convert the principal and accrued interest into shares of the Company’s common stock at a discount of 70% of the lowest trading price for the Company’s common stock during the twenty trading days immediately preceding the conversion. During May 2020, the remaining note principal of $135,000 note and accrued interest totaling $32,881 were converted into 6,432,216 shares of common stock. During the years ended December 31, 2020 and 2019, the Company recognized $0 and $8,804 in in debt discount amortization expense, respectively.


During February 2019, the Company issued a convertible note payable in the amount of $315,000. The convertible note payable was due one year from the date of issuance, has an original issuance discount of $15,000, accrues interest at the rate of 6% per annum, is unsecured and was convertible at any time into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. Between February 2019 and June 2020, the Company extended the note conversion feature multiple times through April 15, 2020, paying two payments of $25,000 each, with a total of $30,000 applied to principal, $20,000 to debt extension fees, and incurring prepayment penalties added to principal of $7,500. During April 2020, the note became convertible at the option of the holder. Between July and October 2020, the Company issued a total of 18,731,446 shares of common stock for the conversion of the remaining $123,329 in note principal. During the years ended December 31, 2020 and 2019, the Company recognized $8,671 and $2,548 in debt discount amortization expense, respectively.


During May 2019, the Company issued a convertible note payable in the amount of $262,500. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $12,500, accrues interest at the rate of 6% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. Between May 2019 and June 2020, the Company extended the note conversion feature multiple times through April 15, 2020, paying payments totaling $187,500, with a total of $140,000 applied to principal, $10,000 to interest, $37,500 to debt extension fees and incurring prepayment penalties added to principal of $35,000. On May 27, 2020, the Company incurred a 25% late fee of $39,375, which was added to the principal balance. During April 2020, the note became convertible at the option of the holder. Between May and July 2020, the Company issued a total of 16,355,821 shares of common stock for the conversion of $175,000 in note principal. The fair value of the discount conversion feature on the remaining principal balance was $16,879 as of December 31, 2020.


As of December 31, 2020 and 2019, the balance on the convertible note payable was $48,938 and $202,500, respectively. During the years ended December 31, 2020 and 2019, the Company recognized $4,863 and $7,637 in debt discount amortization expense, respectively.


During August 2019, the Company issued a convertible note payable in the amount of $157,500. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $7,500, accrues interest at the rate of 6% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion.


Between January and March 2020, the Company extended the note conversion feature through April 15, 2020, paying $37,500, with $30,000 applied to principal, $7,500 to debt extension fees and incurring prepayment penalties added to principal of $7,500. During April 2020, the note became convertible at the option of the holder. On August 10, 2020, the Company incurred a 25% late fee of $33,837, which was added to the principal balance. During August and September 2020, the Company issued a total of 7,616,146 shares of common stock for the conversion of $50,000 in note principal. The fair value of the discount conversion feature on the remaining principal balance was $62,831 as of December 31, 2020.


As of December 31, 2020 and 2019, the balance on the convertible note payable was $174,168 and $135,000, respectively. During the years ended December 31, 2020 and 2019, the Company recognized $4,459 and $3,041 in debt discount amortization expense, respectively.


During September 2019, the Company issued two convertible notes payable totaling $270,000, or $135,000 each. The convertible notes payable were due one year from the date of issuance, each had an original issuance discount of $11,500, accrued interest at the rate of 6% per annum, unsecured and were convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion.


During April 2020, the notes became convertible at the option of the holder. Between May and June 2020, the Company repaid $12,500 in principal in cash and the holders elected to convert the remaining principal of $257,000 and $12,050 in accrued interest for 18,002,387 shares of the Company’s common stock. As of December 31, 2020 and 2019, the balance on the convertible notes payable was $0 and $270,000, respectively. During the years ended December 31, 2020 and 2019, the Company recognized $16,888 and $6,112 in debt discount amortization expense, respectively.


During November 2019, the Company issued a convertible note payable in the amount of $336,000. The convertible note payable was due one year from the date of issuance, had an original issuance discount of $45,000, accrues interest at the rate of 10% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During May 2020, the note became convertible at the option of the holder. Between July and November 2020, the note holder elected to convert $241,000 of principal and $18,379 in accrued interest for 41,696,169 shares of the Company’s common stock.


The fair value of the discount conversion feature on the remaining principal balance was $47,273 as of December 31, 2020. As of December 31, 2020 and 2019, the balance on the convertible note payable was $142,273 and $336,000, respectively. During the nine months ended September 30, 2020, the Company recognized $33,781 in debt discount amortization expense.


During December 2019, the Company issued a convertible note payable in the amount of $220,000. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $26,000, accrues interest at the rate of 7% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During June 2020, the note became convertible at the option of the holder. Between July and December 2020, the note holder elected to convert the remaining $220,000 of principal and $11,489 in accrued interest for 31,900,000 shares of the Company’s common stock.


As of December 31, 2020 and 2019, the balance on the convertible note payable was $0 and $220,000, respectively. During the years ended December 31, 2020 and 2019, the Company recognized $25,047 and $926 in debt discount amortization expense.


During January 2020, the Company issued a convertible note payable in the amount of $138,000. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $3,000, accrues interest at the rate of 8% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During July 2020, the note became convertible at the option of the holder.


The fair value of the discount conversion feature on the remaining principal balance was $71,193 as of December 31, 2020. As of December 31, 2020, the balance on the convertible note payable was $209,194. During the year ended December 31, 2020, the Company recognized $2,778 in debt discount amortization expense.


During February 2020, the Company issued a convertible note payable in the amount of $440,000. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $40,000, accrues interest at the rate of 5% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During August 2020, the note became convertible at the option of the holder.


The fair value of the discount conversion feature on the remaining principal balance was $226,724 as of December 31, 2020. As of December 31, 2020, the balance on the convertible note payable was $666,724. During the year ended December 31, 2020, the Company recognized $54,082 in debt discount amortization expense.


During April 2020, the Company issued a convertible note payable in the amount of $247,500. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $22,500, accrues interest at the rate of 5% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During October 2020, the note became convertible at the option of the holder.


The fair value of the discount conversion feature on the remaining principal balance was $123,518 as of December 31, 2020. As of December 31, 2020, the balance on the convertible note payable was $371,018. During the year ended December 31, 2020, the Company recognized $16,089 in debt discount amortization expense.


During December 2020, the Company issued a convertible note payable in the amount of $112,000. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $12,000, incurred debt issuance costs of $2,000, accrues interest at the rate of 5% per annum, is unsecured and is convertible immediately into shares of the Company’s common stock at $0.005 per share. As a result of the conversion price being lower than the market price of the Company’s common stock on the date of issuance, the Company recognized a beneficial conversion feature of $98,000 upon issuance. During the year ended December 31, 2020, the Company recognized $99 in debt discount amortization expense.


During the year ended December 31, 2020, the Company paid $20,000 as a debt financing fee on the above financings.


During the year ended December 31, 2020 the Company recognized $548,419 in fair value losses as a result of the conversion options on the above mentioned convertible debt.


Nonconvertible Debt


Outstanding notes payable and convertible notes payable to third parties consisted of the following as of December 31, 2020 and 2019:


   

December 31,

 

Name

 

2020

   

2019

 

Convertible Debt:

               

Convertible note payable, interest at 10%, unsecured, due April 18, 2019

  $ -     $ 165,000  

Convertible note payable, interest at 7%, unsecured, due February 26, 2021

    -       145,829  

Convertible note payable, interest at 6%, unsecured, due May 22, 2020

    48,938       202,500  

Convertible note payable, interest at 6%, unsecured, due August 5, 2020

    174,168       157,500  

Convertible note payable, interest at 6%, unsecured, due September 25, 2020

    -       135,000  

Convertible note payable, interest at 6%, unsecured, due September 25, 2020

    -       135,000  

Convertible note payable, interest at 10%, unsecured, due November 22, 2020

    142,273       336,000  

Convertible note payable, interest at 10%, unsecured, due December 18, 2020

    -       220,000  

Convertible note payable, interest at 10%, unsecured, due January 28, 2021

    209,194       -  

Convertible note payable, interest at 10%, unsecured, due February 6, 2021

    666,724       -  

Convertible note payable, interest at 10%, unsecured, due April 14, 2021

    371,018       -  

Convertible note payable, interest at 10%, unsecured, due December 28, 2020

    112,000       -  

Total current debt

    1,724,315       505,000  

Less: Unamortized discount

    (123,629

)

    (15,160

)

Net, current debt

  $ 1,600,686     $ 489,840  

Nonconvertible Debt:

               

Notes payable, no interest, unsecured, past due

  $ 35,000     $ 35,000  

Notes payable, no interest, unsecured, past due

    378,185       378,185  

Total notes payable

    413,185       413,185