Annual report pursuant to Section 13 and 15(d)

Convertible Notes Payable (Details Narrative)

v3.21.1
Convertible Notes Payable (Details Narrative) - USD ($)
 2 Months Ended 3 Months Ended 4 Months Ended 9 Months Ended 12 Months Ended
Dec. 23, 2019
Dec. 19, 2019
Oct. 30, 2019
Oct. 23, 2019
Mar. 25, 2019
Mar. 21, 2019
Jan. 29, 2019
Nov. 05, 2018
Aug. 28, 2018
Dec. 31, 2017
Dec. 20, 2017
Nov. 11, 2017
Nov. 01, 2017
Sep. 12, 2019
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 30, 2019
Dec. 31, 2018
Dec. 23, 2020
Feb. 03, 2020
Short-term Debt [Line Items]
Amortization of debt discount $ 1,658,395 $ 2,906,843
Debt discount $ 808,980 405,507 808,980
Convertible notes payable $ 3,708,822 1,832,401 3,708,822
Net proceeds from convertible promissory notes 1,017,664 2,802,500
Gain (loss) on debt settlement 77,624 (3,770,974)
Gain (loss) on change in fair value of derivative liabilities 4,698,072 $ 2,123,570
Debt Derivative [Member]
Short-term Debt [Line Items]
Fair value of embedded derivatives $ 2,256,631
Fair value of assumption model Binomial Option Pricing Model
Dividend yield 0.00%
Estimated fair value of common stock $ 0.0041
Debt Derivative [Member] | Minimum [Member]
Short-term Debt [Line Items]
Expected volatility 164.49%
Weighted average risk-free interest rate 0.09%
Expected life 6 months
Debt Derivative [Member] | Maximum [Member]
Short-term Debt [Line Items]
Expected volatility 278.82%
Weighted average risk-free interest rate 0.17%
Expected life 2 years 7 months 6 days
Warrants [Member]
Short-term Debt [Line Items]
Warrants issued for debt as an investment incentive 6,980,769 2,370,298
Two Convertible Promissory Notes January 29, 2019 - St George Investments [Member]
Short-term Debt [Line Items]
Convertible notes payable $ 1,160,726
Accrued interest 349,458
Net proceeds from convertible promissory notes 150,000
Shares issued for settlement of debt, value $ 160,000
Common Stock [Member]
Short-term Debt [Line Items]
Common stock issued in settlement of convertible notes payable and accrued interest, shares 2,291,141,317 9,251,217
Common Stock [Member] | Settlement For Convertible Notes [Member]
Short-term Debt [Line Items]
Common stock issued in settlement of convertible notes payable and accrued interest, shares 2,241,141,195 9,251,217
Four Convertible Promissory Notes From July 01 Through September 12, 2019 - Power Up Lending [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 294,000
Convertible promissory note interest rate 10.00%
Convertible promissory note due date description The promissory notes are due one year from the respective issuance date
Convertible promissory note original issue discount $ 12,000
Convertible promissory note conversion terms The notes are convertible at any time at a conversion rate equal to 61% of the Market Price (defined as the lowest trading price during the 15-trading-day period prior to the conversion date). Upon the issuance of these convertible notes, the Company determined that the features associated with the embedded conversion option embedded in the debentures, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. As of the funding date of each note, the Company determined the fair value of the embedded derivative associated with the convertibility of each note.
Debt discount $ 33,542
Convertible notes payable $ 35,000
Accrued interest 1,167
Convertible Promissory Notes From October 01 Through December 31, 2019 - Crown Bridge Partners [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 225,000
Convertible promissory note interest rate 10.00%
Convertible promissory note due date description The promissory notes are due one year from the respective issuance date
Convertible promissory note original issue discount $ 22,500
Convertible promissory note conversion terms The notes are convertible at any time at a conversion rate equal to 60% of the Market Price (defined as the lowest trading price during the 15-trading-day period prior to the conversion date). Upon the issuance of these convertible notes, the Company determined that the features associated with the embedded conversion option embedded in the debentures, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. As of the funding date of each note, the Company determined the fair value of the embedded derivative associated with the convertibility of each note.
Debt discount 78,056
Convertible promissory note payment terms The Company shall have the right to prepay the notes for an amount ranging from 125% - 140% multiplied by the outstanding balance (all principal and accrued interest) depending on the Prepayment Period (ranging from 1 to 180 days following the issuance date). The Company is prohibited from effecting a conversion of any note to the extent that, as a result of such conversion, the investor, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the note.
Convertible notes payable 172,500
Accrued interest 6,500
Convertible Promissory Notes - October 30, 2019, Odyssey Funding LLC [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 250,000
Convertible promissory note interest rate 12.00%
Convertible promissory note due date description The promissory notes are due one year from the respective issuance date
Convertible promissory note original issue discount $ 0
Convertible promissory note conversion terms The notes are convertible at any time at a conversion rate equal to 55% the average of the two lowest trading prices of the Common Stock as reported on the National Quotations Bureau OTC market exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion.
Debt discount $ 0
Convertible promissory note payment terms In the event the Company experiences a DTC "Chill" on its shares, the conversion price shall be decreased to 45% instead of 55% while that "Chill" is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days' prior written notice by the Investor)
Convertible notes payable 0
Accrued interest 0
Convertible Promissory Notes - October 23, 2019, Paladin Advisors LLC [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 75,000
Convertible promissory note interest rate 8.00%
Convertible promissory note due date description The promissory notes is due six months from the respective issuance date
Convertible promissory note conversion terms All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms of this agreement and shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Company by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.
Debt discount $ 0
Convertible promissory note payment terms For so long as there remains any amount due hereunder, the Holder shall have the option to convert all or any portion of the unpaid principal amount of this Note, plus accrued interest (together with the unpaid principal amount, the “Converted Amount”), into shares of the Company’s common stock. The conversion price (the “Conversion Price”) shall be equal to a forty-five percent (45%) discount to the lowest closing bid of the previous ten (10) day trading period, ending on the business day before a Notice of Conversion is delivered to the Company. The number of shares of Common Stock into which the Converted Amount shall be convertible (the “Conversion Shares”) shall be determined by dividing (i) the Converted Amount by (ii) the Conversion Price. For the purposes of this Section 4(a), a conversion shall be deemed to occur on the date that the Company receives an executed copy of the Conversion Notice.
Convertible notes payable 0
Accrued interest 0
Convertible Promissory Notes - December 19, 2019, GS Capital Partners LLC [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 173,000
Convertible promissory note interest rate 10.00%
Convertible promissory note due date description The promissory notes are due one year from the respective issuance date
Convertible promissory note original issue discount $ 15,000
Debt discount $ 92,396
Convertible promissory note payment terms The Holder of this Note is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 62% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be decreased to 52% instead of 62% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).
Convertible notes payable 143,500
Accrued interest 2,789
Secured Convertible Promissory Notes Dated November 01, 2017 - St George Investments [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 601,420
Convertible promissory note interest rate 10.00%
Convertible promissory note original issue discount $ 59,220
Convertible promissory note conversion terms The promissory notes are convertible, at any time at the lender’s option, at $0.04. However, in the event the Company’s market capitalization (as defined) falls below $30,000,000, the conversion rate is 60% of the 3 lowest closing trade prices due the 20 trading days immediately preceding date of conversion, subject to additional adjustments, as defined. In addition, the promissory note includes certain anti-dilution provisions should the Company subsequently issue any common stock or equivalents at an effective price less than the lender conversion price.
Convertible promissory note payment terms The Company has a right to prepayment of the note, subject to a 20% prepayment premium and is secured by a trust deed of certain assets of the Company.
Convertible notes payable 417,890
Accrued interest 38,378
Convertible promissory note interest rate description The promissory note bears interest at 10% compounded daily This note was in default, but the lender has not enforced the default interest rate.
Convertible promissory note due date Sep. 10, 2018
Net proceeds from convertible promissory notes $ 542,200
Secured Convertible Promissory Notes Dated December 20, 2017 - St George Investments [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 1,655,000
Convertible promissory note interest rate 10.00%
Convertible promissory note original issue discount $ 155,000
Convertible promissory note conversion terms The promissory notes are convertible, at any time at the lender’s option, at $2.40 per share. However, in the event the Company’s market capitalization (as defined) falls below $30,000,000, the conversion rate is 60% of the 3 lowest closing trade prices due the 20 trading days immediately preceding date of conversion, subject to additional adjustments, as defined. In addition, the promissory note includes certain anti-dilution provisions should the Company subsequently issue any common stock or equivalents at an effective price less than the lender conversion price.
Convertible promissory note payment terms The Company has a right to prepayment of the note, subject to a 20% prepayment premium and is secured by a trust deed of certain assets of the Company.
Convertible promissory note interest rate description The promissory note bears interest at 10% compounded daily
Convertible promissory note due date Oct. 27, 2018
Net proceeds from convertible promissory notes $ 300,000 $ 1,200,000
Legal, accounting and other transaction costs with respect to convertible promissory note $ 5,000
Convertible promissory note description The promissory note was funded in nine tranches of $300,000; $200,000; $200,000; $400,000; $75,000; $150,000; $85,000; $120,000 and $70,000, resulting in aggregate net proceeds of $1,500,000.
Secured Convertible Promissory Notes Dated December 20, 2017 - St George Investments [Member] | Warrants [Member]
Short-term Debt [Line Items]
Warrants issued for debt as an investment incentive 1,100,000
Cashless warrant period 5 years
Exercisable price $ 2.40
Convertible Promissory Notes - December 23, 2019, Robert L. Hymers III [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 70,000
Convertible promissory note interest rate 10.00%
Convertible promissory note due date description The promissory notes is due six months from the respective issuance date
Convertible promissory note conversion terms All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms of this agreement and shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Company by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date.
Debt discount $ 46,666
Convertible promissory note payment terms For so long as there remains any amount due hereunder, the Holder shall have the option to convert all or any portion of the unpaid principal amount of this Note, plus accrued interest (together with the unpaid principal amount, the “Converted Amount”), into shares of the Company’s common stock. The conversion price (the “Conversion Price”) shall be equal to a fifty percent (50%) discount to the lowest closing bid of the previous fifteen (15) day trading period, ending on the business day before a Notice of Conversion is delivered to the Company. The number of shares of Common Stock into which the Converted Amount shall be convertible (the “Conversion Shares”) shall be determined by dividing (i) the Converted Amount by (ii) the Conversion Price. A conversion shall be deemed to occur on the date that the Company receives an executed copy of the Conversion Notice.
Convertible notes payable 96,552
Accrued interest 1,005
Secured Convertible Promissory Notes March 25, 2019 - St George Investments [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 580,000
Convertible promissory note interest rate 10.00%
Convertible promissory note original issue discount $ 75,000
Convertible promissory note conversion terms The promissory notes are convertible, at any time at the lender’s option, at $2.40 per share. However, in the event the Company’s market capitalization (as defined) falls below $30,000,000, the conversion rate is 60% of the 3 lowest closing trade prices due the 20 trading days immediately preceding date of conversion, subject to additional adjustments, as defined. In addition, the promissory note includes certain anti-dilution provisions should the Company subsequently issue any common stock or equivalents at an effective price less than the lender conversion price.
Debt discount $ 483,966
Convertible promissory note payment terms The Company has a right to prepayment of the note, subject to a 15% prepayment premium and is secured by a trust deed of certain assets of the Company.
Convertible notes payable 2,947,890
Accrued interest 314,547
Convertible promissory note interest rate description The promissory note bears interest at 10% compounded daily
Convertible promissory note due date Jan. 24, 2020
Net proceeds from convertible promissory notes $ 500,000
Legal, accounting and other transaction costs with respect to convertible promissory note $ 5,000
Gross proceeds from convertible promissory note 580,000
Secured Convertible Promissory Notes March 25, 2019 - St George Investments [Member] | Warrants [Member]
Short-term Debt [Line Items]
Warrants issued for debt as an investment incentive 375,000
Cashless warrant period 5 years
Exercisable price $ 2.40
Fair value of issued warrants $ 258,701
Secured Convertible Promissory Notes January 29, 2019 - St George Investments [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 2,205,000
Convertible promissory note interest rate 10.00%
Convertible promissory note original issue discount $ 200,000
Convertible promissory note conversion terms The promissory note is convertible, at any time at the lender’s option, at $2.40 per share. However, in the event the Company’s market capitalization (as defined) falls below $30,000,000, the conversion rate is 60% of the 3 lowest closing trade prices due the 20 trading days immediately preceding date of conversion, subject to additional adjustments, as defined. In addition, the promissory note includes certain anti-dilution provisions should the Company subsequently issue any common stock or equivalents at an effective price less than the lender conversion price.
Debt discount $ 1,118,606
Convertible promissory note payment terms The Company has a right to prepayment of the note, subject to a 15% prepayment premium and is secured by a trust deed of certain assets of the Company.
Convertible notes payable $ 1,406,482 1,406,482
Convertible promissory note interest rate description The promissory note bears interest at 10% compounded daily
Convertible promissory note due date Dec. 05, 2019
Net proceeds from convertible promissory notes 1,276,482
Legal, accounting and other transaction costs with respect to convertible promissory note $ 5,000
Gross proceeds from convertible promissory note 1,406,482
Secured Convertible Promissory Notes January 29, 2019 - St George Investments [Member] | Warrants [Member]
Short-term Debt [Line Items]
Warrants issued for debt as an investment incentive 1,500,000
Cashless warrant period 5 years
Exercisable price $ 2.40
Fair value of issued warrants $ 999,838
Secured Convertible Promissory Notes August 28, 2018 - St George Investments [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 1,128,518
Convertible promissory note interest rate 10.00%
Convertible promissory note original issue discount $ 100,000
Convertible promissory note conversion terms The promissory notes are convertible, at any time at the lender’s option, at $2.40 per share. However, in the event the Company’s market capitalization (as defined) falls below $30,000,000, the conversion rate is 60% of the 3 lowest closing trade prices due the 20 trading days immediately preceding date of conversion, subject to additional adjustments, as defined. In addition, the promissory note includes certain anti-dilution provisions should the Company subsequently issue any common stock or equivalents at an effective price less than the lender conversion price.
Debt discount $ 1,114,698
Convertible promissory note payment terms The Company has a right to prepayment of the note, subject to a 15% prepayment premium and is secured by a trust deed of certain assets of the Company.
Convertible notes payable 828,518 828,518
Accrued interest 28,138 28,138
Convertible promissory note interest rate description The promissory note bears interest at 10% compounded daily
Convertible promissory note due date Jun. 30, 2019
Net proceeds from convertible promissory notes $ 825,000 198,518
Legal, accounting and other transaction costs with respect to convertible promissory note $ 5,000
Gain (loss) on debt settlement 28,138
Convertible promissory note overfunding $ 23,518
Gross proceeds from convertible promissory note 218,518
Secured Convertible Promissory Notes August 28, 2018 - St George Investments [Member] | Warrants [Member]
Short-term Debt [Line Items]
Warrants issued for debt as an investment incentive 750,000
Cashless warrant period 5 years
Exercisable price $ 2.40
Fair value of issued warrants $ 1,588,493
Secured Convertible Promissory Notes August 28, 2018 - St George Investments [Member] | Common Stock [Member]
Short-term Debt [Line Items]
Shares issued for settlement of debt, value 1,000,859
Derivative liabilities portion of debt converted into common stock $ 840,299
Shares issued for settlement of debt, shares 4,475,543
Convertible Notes Payable - Robert Hymers III [Member]
Short-term Debt [Line Items]
Convertible notes payable $ 96,553 70,000 $ 96,553
Gain (loss) on change in fair value of derivative liabilities 149,067
Convertible Notes Payable - Natural Plant Extract [Member]
Short-term Debt [Line Items]
Convertible notes payable 0 $ 56,085
Convertible Notes Payable - GS Capital Partners LLC [Member]
Short-term Debt [Line Items]
Convertible notes payable 173,000 143,500 173,000
Convertible Notes Payable - Paladin Advisors LLC [Member]
Short-term Debt [Line Items]
Convertible notes payable 75,000 0 75,000
Convertible Notes Payable - Odyssey Funding LLC [Member]
Short-term Debt [Line Items]
Convertible notes payable 250,000 0 250,000
Convertible Notes Payable - Crown Bridge Partners [Member]
Short-term Debt [Line Items]
Convertible notes payable 110,000 172,500 110,000
Convertible Notes Payable - Power Up Lending Group [Member]
Short-term Debt [Line Items]
Convertible notes payable 294 35,000 294
ConvertibleNotesPayableWithStGeorgeInvestmentsMember
Short-term Debt [Line Items]
Convertible notes payable 0 $ 0
Accrued interest 0 0
Gain (loss) on debt settlement $ 21,586
Convertible Notes Payable - John Fife - Due October 27, 2018 [Member]
Short-term Debt [Line Items]
Convertible notes payable 150,959 150,959
Convertible Notes Payable-St George - due Dec 31,2019 [Member]
Short-term Debt [Line Items]
Convertible notes payable $ 1,877,889 2,947,890 1,877,889
Convertible Notes Payable [Member] [Default Label]
Short-term Debt [Line Items]
Amortization of debt discount $ 2,906,843 $ 732,463
Convertible Notes Payable [Member] [Default Label] | Warrants [Member]
Short-term Debt [Line Items]
Warrants issued for debt as an investment incentive 2,370,298
Cashless warrant period 5 years
Secured Convertible Promissory Notes Assigned To John Fife [Member]
Short-term Debt [Line Items]
Note assigned to John Fife $ 250,000
Secured Convertible Promissory Notes Assigned To John Fife [Member] | Common Stock [Member]
Short-term Debt [Line Items]
Shares issued for settlement of debt, value $ 150,959
Accrued interest portion of debt converted into common stock 4,963
Derivative liabilities portion of debt converted into common stock $ 160,454
Shares issued for settlement of debt, shares 394,460
Secured Convertible Promissory Notes - St George Investments [Member]
Short-term Debt [Line Items]
Note assigned from St.George $ 250,000
Loans Payable [Member]
Short-term Debt [Line Items]
Shares issued for settlement of debt, value $ 187,615 $ 1,572,971 $ 407,192
Convertible Promissory Notes [Member] | Interest Expense [Member]
Short-term Debt [Line Items]
Amortization of debt discount $ 1,658,395 $ 2,906,843