Annual report pursuant to Section 13 and 15(d)

Convertible Note Payable (Narrative) (Details1)

v3.19.3
Convertible Note Payable (Narrative) (Details1) - USD ($)
 12 Months Ended 18 Months Ended
Dec. 31, 2017
Dec. 20, 2017
Nov. 11, 2017
Nov. 01, 2017
Aug. 04, 2017
Jul. 03, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2018
Short-term Debt [Line Items]
Net proceeds from convertible promissory notes $ 2,541,470 $ 1,576,500
Gain (loss) on settlement of debt 94,933 347,221
Non cash interest expenses 6,885,654 1,343,933
Amount of unamortized discount chraged to interest expenses at the time of conversion $ 6,828,939 $ 5,842,802
Forbearance Agreement With St George Investments LLC [Member]
Short-term Debt [Line Items]
Forbearance agreement description On August 4, 2017, the Company entered into a forbearance agreement with St. George Investments LLC, due to the Company’s alleged breached of certain default provisions of the secured promissory note entered into with St. George on July 3, 2017. The alleged breach occurred due to the Company entering into an investment agreement with Tangiers on July 15, 2017 and issued a fixed convertible promissory note to Tangiers. Due to the alleged breach, St George has the right, among other things, to accelerate the maturity date of the note, increase interest from 10% to 22% and cause the balance of the outstanding promissory note to increase due to the application of the default provisions. St. George agreed to refrain and forbear from bringing any action to collect under the promissory note, including the interest rate increase and balance increase, with respect to the alleged default. As consideration of the forbearance, the Company agreed to accelerate the installment conversions from 1 year to 6 months and to add an additional OID of $112,875, which will be considered fully earned as of August 4, 2017, nonrefundable and to be included in the first tranche. The Company and St George ratified the outstanding balance, after the added OID and accrued interest, of $868,936 as of August 4, 2017.
Additional original issue discount due to Forbearance agreement $ 112,875
Accrued interest $ 868,936
Common Stock [Member]
Short-term Debt [Line Items]
Shares issued for settlement of debt, shares 80,428,246
Warrants [Member]
Short-term Debt [Line Items]
Warrants issued for debt as an investment incentive 50,846,817 109,653,846
Secured Convertible Promissory Notes Dated July 03, 2017 - St George Investments [Member]
Short-term Debt [Line Items]
Convertible promissory note face value $ 752,500
Convertible promissory note interest rate 10.00%
Convertible promissory note description The promissory note was funded in five tranches of $422,500; $27,500; $167,200 and $107,800; net of OID and transaction costs
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 due date description It is due upon maturity sixteen months after purchase price date.
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 original interest discount $ 67,500
Legal fees for convertible promissory note $ 10,000
Net proceeds from convertible promissory notes $ 675,000
Gross face amount of convertible promissory notes 752,500
Convertible promissory note conversion price $ 0.04
Amount of unamortized discount chraged to interest expenses at the time of conversion $ 696,385
Secured Convertible Promissory Notes Dated July 03, 2017 - St George Investments [Member] | Common Stock [Member]
Short-term Debt [Line Items]
Shares issued for settlement of debt, shares 53,528,363
Shares issued for settlement of debt, value $ 752,500
Accrued interest portion of debt converted into common stock 45,902
Derivative liabilities portion of debt converted into common stock $ 1,624,933
Secured Convertible Promissory Notes Dated July 03, 2017 - St George Investments [Member] | Warrants [Member]
Short-term Debt [Line Items]
Warrants issued for debt as an investment incentive 33,653,846
Cashless warrant period 5 years
Exercisable price $ 0.04
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 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 due date description It is due upon maturity sixteen months after purchase price date
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 original interest discount $ 54,220
Legal fees for convertible promissory note $ 5,000
Net proceeds from convertible promissory notes $ 542,200
Secured Convertible Promissory Notes Dated November 01, 2017 - St George Investments [Member] | Common Stock [Member]
Short-term Debt [Line Items]
Shares issued for settlement of debt, shares 27,839,644
Shares issued for settlement of debt, value $ 183,531
Accrued interest portion of debt converted into common stock 66,470
Derivative liabilities portion of debt converted into common stock 132,708
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 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 receiving aggregate net proceeds of $1,500,000 under this note.
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 due date description It is due upon maturity sixteen months after purchase price date
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 original interest discount $ 155,000
Legal fees for convertible promissory note $ 5,000
Net proceeds from convertible promissory notes $ 300,000
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 66,000,000
Cashless warrant period 5 years
Exercisable price $ 0.04
Secured Convertible Promissory Notes - St George Investments [Member]
Short-term Debt [Line Items]
Amount of unamortized discount chraged to interest expenses at the time of conversion 520,443
Secured Convertible Promissory Notes - St George Investments [Member] | Fair Value Assumptions At Funding Date [Member]
Short-term Debt [Line Items]
Fair value of embedded derivatives $ 2,842,117 $ 2,842,117
Fair value of assumption model Binomial Option Pricing Model
Dividend yield 0.00%
Non cash interest expenses $ 2,412,545
Remainder amount in net proceeds $ 809
Secured Convertible Promissory Notes - St George Investments [Member] | Fair Value Assumptions At Funding Date [Member] | Minimum [Member]
Short-term Debt [Line Items]
Expected volatility 423.86%
Weighted average risk-free interest rate 1.57%
Expected life 3 months 1 day
Estimated fair value of common stock $ 0.0275 $ 0.0275
Secured Convertible Promissory Notes - St George Investments [Member] | Fair Value Assumptions At Funding Date [Member] | Maximum [Member]
Short-term Debt [Line Items]
Expected volatility 440.98%
Weighted average risk-free interest rate 2.35%
Expected life 9 months 30 days
Estimated fair value of common stock $ 0.0441 $ 0.0441
Secured Convertible Promissory Notes - St George Investments [Member] | Fair Value Assumptions At Issuance Date [Member]
Short-term Debt [Line Items]
Fair value of embedded derivatives $ 3,032,900 $ 3,032,900
Fair value of assumption model Binomial Option Pricing Model
Dividend yield 0.00%
Expected life 5 years
Secured Convertible Promissory Notes - St George Investments [Member] | Fair Value Assumptions At Issuance Date [Member] | Minimum [Member]
Short-term Debt [Line Items]
Expected volatility 436.55%
Weighted average risk-free interest rate 1.93%
Estimated fair value of common stock $ 0.0205 $ 0.0205
Secured Convertible Promissory Notes - St George Investments [Member] | Fair Value Assumptions At Issuance Date [Member] | Maximum [Member]
Short-term Debt [Line Items]
Expected volatility 448.94%
Weighted average risk-free interest rate 2.15%
Estimated fair value of common stock $ 0.0355 $ 0.0355
Secured Convertible Promissory Notes - St George Investments [Member] | Common Stock [Member]
Short-term Debt [Line Items]
Shares issued for settlement of debt, shares 51,952,093
Shares issued for settlement of debt, value $ 855,000
Derivative liabilities portion of debt converted into common stock $ 1,223,312