6.
CONVERTIBLE NOTES PAYABLE
As
of December 31, 2019 and December 31, 2018, notes payable were comprised of the following:
|
|
Original
|
|
Due
|
|
Interest
|
|
Conversion
|
|
December 31,
|
|
|
December 31,
|
|
|
|
Note Date
|
|
Date
|
|
Rate
|
|
Rate
|
|
2019
|
|
|
2018
|
|
Armada Investment #2
|
|
5/30/2019
|
|
2/29/2020
|
|
8%
|
|
Variable
|
|
$
|
27,500
|
|
|
$
|
—
|
|
Armada Investment #3
|
|
7/22/2019
|
|
7/22/2020
|
|
8%
|
|
Variable
|
|
|
37,950
|
|
|
|
—
|
|
Armada Investment #4
|
|
12/6/2019
|
|
12/6/2020
|
|
8%
|
|
Variable
|
|
|
18,150
|
|
|
|
—
|
|
Auctus Fund #1
|
|
12/16/2016
|
|
9/16/2017
|
|
24%
|
|
Variable
|
|
|
—
|
|
|
|
46,750
|
|
Auctus Fund #2
|
|
8/9/2017
|
|
5/9/2018
|
|
24%
|
|
Variable
|
|
|
—
|
|
|
|
46,750
|
|
BHP Capital NY #3
|
|
3/26/2019
|
|
3/26/2020
|
|
8%
|
|
Variable
|
|
|
28,600
|
|
|
|
—
|
|
BHP Capital NY #4
|
|
4/9/2019
|
|
1/9/2020
|
|
8%
|
|
Variable
|
|
|
46,000
|
|
|
|
—
|
|
BHP Capital NY #6
|
|
5/30/2019
|
|
2/29/2020
|
|
8%
|
|
Variable
|
|
|
27,500
|
|
|
|
—
|
|
BHP Capital NY #7
|
|
7/22/2019
|
|
7/22/2020
|
|
8%
|
|
Variable
|
|
|
37,950
|
|
|
|
—
|
|
BHP Capital NY #8
|
|
8/7/2019
|
|
8/7/2020
|
|
8%
|
|
Variable
|
|
|
33,000
|
|
|
|
—
|
|
BHP Capital NY #9
|
|
12/20/2019
|
|
12/20/2020
|
|
12%
|
|
Variable
|
|
|
19,000
|
|
|
|
—
|
|
Blackbridge Capital #2*
|
|
5/3/2016
|
|
5/3/2017
|
|
5%
|
|
Variable
|
|
|
80,400
|
|
|
|
80,400
|
|
Coventry #3
|
|
5/31/2019
|
|
5/31/2020
|
|
10%
|
|
Variable
|
|
|
38,691
|
|
|
|
—
|
|
EMA Financial
|
|
11/9/2016
|
|
11/9/2017
|
|
24%
|
|
Variable
|
|
|
—
|
|
|
|
468,729
|
|
Emunah Funding #1
|
|
10/18/2017
|
|
10/18/2018
|
|
22%
|
|
Variable
|
|
|
—
|
|
|
|
110,000
|
|
Emunah Funding #2
|
|
10/18/2017
|
|
10/18/2018
|
|
0%
|
|
Variable
|
|
|
—
|
|
|
|
20,000
|
|
Emunah Funding #3
|
|
10/18/2017
|
|
10/18/2018
|
|
0%
|
|
Variable
|
|
|
—
|
|
|
|
30,000
|
|
Emunah Funding #4*
|
|
10/20/2018
|
|
7/20/2019
|
|
24%
|
|
Variable
|
|
|
2,990
|
|
|
|
10,240
|
|
Emunah Funding #5
|
|
5/15/2018
|
|
5/15/2019
|
|
10%
|
|
Variable
|
|
|
—
|
|
|
|
37,778
|
|
Emunah Funding #6
|
|
10/31/2018
|
|
10/31/2019
|
|
10%
|
|
Variable
|
|
|
—
|
|
|
|
27,778
|
|
Emunah Funding #8
|
|
1/31/2019
|
|
1/31/2020
|
|
8%
|
|
Variable
|
|
|
33,652
|
|
|
|
—
|
|
Fourth Man #1
|
|
7/3/2018
|
|
7/3/2019
|
|
10%
|
|
Variable
|
|
|
—
|
|
|
|
44,770
|
|
Fourth Man #2*
|
|
10/26/2018
|
|
7/20/2019
|
|
8%
|
|
Variable
|
|
|
8,257
|
|
|
|
40,000
|
|
Fourth Man #4
|
|
4/23/2019
|
|
4/23/2020
|
|
10%
|
|
Variable
|
|
|
16,865
|
|
|
|
—
|
|
Fourth Man #5
|
|
7/22/2019
|
|
7/22/2020
|
|
8%
|
|
Variable
|
|
|
37,950
|
|
|
|
—
|
|
Fourth Man #6
|
|
8/12/2019
|
|
8/12/2020
|
|
8%
|
|
Variable
|
|
|
17,600
|
|
|
|
—
|
|
Fourth Man #7
|
|
10/9/2019
|
|
10/8/2020
|
|
8%
|
|
Variable
|
|
|
27,500
|
|
|
|
—
|
|
Fourth Man #8
|
|
12/10/2019
|
|
9/10/2020
|
|
12%
|
|
Variable
|
|
|
16,500
|
|
|
|
—
|
|
James Powell
|
|
9/7/2015
|
|
Demand
|
|
8%
|
|
Variable
|
|
|
150,875
|
|
|
|
150,875
|
|
Jefferson St Capital #2*
|
|
3/5/2019
|
|
10/18/2019
|
|
0%
|
|
Variable
|
|
|
5,000
|
|
|
|
—
|
|
Jefferson St Capital #3
|
|
4/9/2019
|
|
1/9/2020
|
|
8%
|
|
Variable
|
|
|
44,400
|
|
|
|
—
|
|
Jefferson St Capital #5
|
|
5/30/2019
|
|
2/29/2020
|
|
8%
|
|
Variable
|
|
|
27,500
|
|
|
|
—
|
|
Jefferson St Capital #6
|
|
6/21/2019
|
|
3/21/2020
|
|
8%
|
|
Variable
|
|
|
27,500
|
|
|
|
—
|
|
Jefferson St Capital #7
|
|
8/20/2019
|
|
5/20/2020
|
|
8%
|
|
Variable
|
|
|
38,500
|
|
|
|
—
|
|
Jefferson St Capital #8
|
|
12/20/2019
|
|
12/20/2020
|
|
12%
|
|
Variable
|
|
|
19,000
|
|
|
|
—
|
|
Optempus Invest #1
|
|
9/4/2019
|
|
4/4/2020
|
|
6%
|
|
Variable
|
|
|
25,000
|
|
|
|
—
|
|
Optempus Invest #2
|
|
9/13/2019
|
|
4/13/2020
|
|
6%
|
|
Variable
|
|
|
20,000
|
|
|
|
—
|
|
Optempus Invest #3
|
|
10/15/2019
|
|
6/15/2020
|
|
6%
|
|
Variable
|
|
|
25,000
|
|
|
|
—
|
|
Power Up Lending #1
|
|
3/14/2019
|
|
3/14/2020
|
|
10%
|
|
Variable
|
|
|
6,500
|
|
|
|
—
|
|
Power Up Lending #2
|
|
5/13/2019
|
|
5/13/2020
|
|
10%
|
|
Variable
|
|
|
103,000
|
|
|
|
—
|
|
Power Up Lending #3
|
|
6/20/2019
|
|
6/20/2020
|
|
10%
|
|
Variable
|
|
|
53,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
1,101,330
|
|
|
|
1,114,070
|
|
Less debt discount
|
|
|
|
|
|
|
(394,795
|
)
|
|
|
(66,117
|
)
|
Notes payable, net of discount
|
|
|
|
|
|
$
|
706,535
|
|
|
$
|
1,047,953
|
|
|
*
|
As
of December 31, 2019, the balance of notes payable that are in default is $96,647.
|
Armada
Investment Fund LLC
On
February 22, 2019, the Company issued a convertible note to Armada Investment Fund LLC for $47,250, which includes $5,000 to settle
outstanding accounts payable, transaction fee interest of $4,250, and cash consideration of $38,000. The note bears interest of
8% (increases to 18% per annum upon an event of default), matures on November 22, 2019, and is convertible into common stock at
65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion.
The Company recorded a debt discount from the derivative equal to $47,250 due to this conversion feature, and $47,250 has been
amortized to the statement of operations. Pursuant to the default terms of the note, the Company entered a late filing penalty
of $15,000. During the year ended December 31, 2019, the Company issued 111,188 common shares upon the conversion of principal
in the amount of $62,250, accrued interest of $6,145 and conversion fees of $2,000. As of December 31, 2019, the note has been
fully satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
May 30, 2019, the Company issued a convertible note to Armada Investment Fund LLC for $27,500, which includes $16,667 paid Auctus
Fund pursuant to a settlement agreement, $5,000 to settle outstanding accounts payable, transaction fee interest of $3,000, and
cash consideration of $2.833. The note bears interest of 8% (increases to 18% per annum upon an event of default), matures on
February 29, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading day period ending
on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to
$27,500 due to this conversion feature, and $21,500 has been amortized to the statement of operations. The debt discount and transaction
fee interest had a balance at December 31, 2019 of $6,000. As of December 31, 2019, the note had a principal balance of $27,500
and accrued interest of $1,296.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
July 22, 2019, the Company received funding pursuant to a convertible note issued to Armada Investment Fund LLC for $37,950, of
which $33,500 was received in cash and $4,450 was recorded as transaction fees. The note bears interest of 8% (increases to 24%
per annum upon an event of default), matures on July 22, 2020, and is convertible into common stock at 65% of the lowest trading
price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt
discount from the derivative equal to $37,950 due to this conversion feature, and $16,798 has been amortized to the statement
of operations. The debt discount and transaction fee interest had a balance at December 31, 2019 of $21,152. As of December 31,
2019, the note had a principal balance of $37,950 and accrued interest of $1,347.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
December 6, 2019, the Company received funding pursuant to a convertible note issued to Armada Investment Fund LLC for $18,150,
which includes $15,000 to settle outstanding accounts payable and $3,150 in transaction fees. The note bears interest of 8% (increases
to 24% per annum upon an event of default), matures on December 6, 2020, and is convertible into common stock at 65% of the lowest
trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded
a debt discount from the derivative equal to $18,150 due to this conversion feature, and $1,240 has been amortized to the statement
of operations. The debt discount and transaction fee interest had a balance at December 31, 2019 of $16,910. As of December 31,
2019, the note had a principal balance of $18,150 and accrued interest of $99.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
Auctus
Fund LLC
On
December 16, 2016, the Company issued a convertible note to Auctus Fund LLC for $46,750, of which $40,000 was received in cash
and $6,750 was recorded as transaction fees. The note bears interest at 10% (increases to 24% per annum upon an event of default),
matured on September 16, 2017, and is convertible into the lower of 1) 54% multiplied by the average of the two lowest trading
prices during the 25 day trading period on the trading day prior to the date of the note, and 2) 54% multiplied by the average
of the two lowest trading prices during the 25 day trading period on the trading day prior to the conversion date. The Company
recorded a debt discount from the derivative equal to $46,750 due to this conversion feature, which has been amortized to the
statement of operations. Pursuant to the default terms of the note, the Company entered a penalty of $191,562. During the year
ended December 31, 2019, the Company recorded payments of $68,750 and issued 3,200 common shares upon the conversion of interest
in the amount of $5,480 and fees of $500.
On
August 9, 2017, the Company issued a convertible note to Auctus Fund LLC for $46,750, of which $40,000 was received in cash and
$6,750 was recorded as transaction fees. The note bears interest at 10% (increases to 24% per annum upon an event of default),
matured on August 22, 2017, and is convertible into the lower of 1) 54% multiplied by the average of the two lowest trading prices
during the 25 day trading period on the trading day prior to the date of the note, and 2) 54% multiplied by the average of the
two lowest trading prices during the 25 day trading period on the trading day prior to the conversion date. The Company recorded
a debt discount from the derivative equal to $46,750 due to this conversion feature, which has been amortized to the statement
of operations. Pursuant to the default terms of the note, the Company entered a penalty of $210,097. During the year ended December
31, 2019, the Company recorded payments of $68,750.
On
March 14, 2019, the Company entered into a Settlement Agreement with Auctus Fund, LLC. Both Parties agreed to settle the
outstanding debt pursuant under the terms of a Securities Purchase Agreement (the Debt), in its entirety. The Agreement
was entered into on March 14, 2019, by and among Simlatus Corp a Nevada corporation doing business in California (the Debtor)
and Auctus Fund, LLC a limited liability company, (the Creditor) with respect to the Securities Purchase Agreement
entered into two convertible notes between the Debtor and the Creditor on or about December 16, 2016 and August 9, 2017, (the
Purchase Agreement) pursuant to which the Debtor issued a Convertible Note each in the original principal amount
of $46,750, respectively (collectively, the Notes) to the Creditor on that same date. Once the following conditions
are timely satisfied, the Notes shall be satisfied in full: (i) Debtor shall pay $50,000 via wire transfer to the Creditor on
March 15, 2019, (ii) Debtor shall issue 3,000 unrestricted shares of the Debtors common stock (the Shares)
to the Creditor on March 15, 2019, pursuant to a partial conversion of one of the Notes by the Creditor in accordance with the
original terms of the Notes, and (iii) Debtor shall pay $50,000 via wire transfer to the Creditor within 60 calendar days after
the date of this Agreement, and (iv) Debtor shall pay $75,000 via wire transfer to the Creditor within 120 calendar days after
the date of this Agreement. Auctus sale of the Shares shall be limited as follows: beginning on the Execution Date and
ending on June 14, 2019, such sales of the Shares shall be limited to the greater of (i) 20% of the daily dollar volume of the
Companys common stock during each respective trading day or (ii) a gross dollar amount of $7,500 during each respective
trading day.
On
July 26, 2019, an Amendment to the Settlement Agreement was executed due to the Companys failure to make the $75,000 final
payment due on July 12, 2019. Pursuant to the terms of the Amendment, the Company made a cash payment of $37,500 via wire transfer
to Auctus Fund on July 29, 2019 and issued 7,353 shares of its common stock valued at $37,500, as per the conversion price stated in the agreement. Upon the receipt of the cash payment
and the shares as provided in the Amendment, all amounts owed to Auctus Fund under the notes, are considered paid in full without
any additional claims, penalties or default fees; and the Parties released each other from any further claim or liability under
the notes. The Company recorded a gain on the settlement of debt of $350,490 to the statement of operations.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
BHP
Capital NY, Inc.
On
February 22, 2019, the Company issued a convertible note to BHP Capital NY, Inc. for $47,250, which includes $5,000 to settle
outstanding accounts payable, transaction fee interest of $4,250, and cash consideration of $38,000. The note bears interest of
8% (increases to 18% per annum upon an event of default), matures on November 22, 2019, and is convertible into common stock at
65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion.
The Company recorded a debt discount from the derivative equal to $47,250 due to this conversion feature, and $47,250 has been
amortized to the statement of operations. Pursuant to the default terms of the note, the Company entered a late filing penalty
of $15,693. During the year ended December 31, 2019, the Company issued 170,416 common shares upon the conversion of principal
in the amount of $62,943, accrued interest of $4,007, and conversion fees of $3,000. As of December 31, 2019, the note has been
fully satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
March 5, 2019, the Company accepted and agreed to a Debt Purchase Agreement, whereby BHP Capital NY, Inc. acquired $20,000 of
debt from an Emunah Funding LLC convertible note in exchange for $31,000, and the Company recorded a loss on settlement of debt
of $11,000. The note bears no interest, matures on October 18, 2019, and is convertible into common stock at 57.5% of the lowest
trading price of the 20 trading days ending on the latest complete day prior to the date of conversion. The Company recorded a
debt discount from the derivative equal to $31,000 due to this conversion feature, which has been amortized to the statement of
operations. On April 15, 2019, a late filing penalty of $6,450 was assessed pursuant to the note terms. During the year ended
December 31, 2019, the Company issued 15,189 common shares upon the conversion of principal in the amount of $37,450, interest
of $967 and conversion fees of $1,500. As of December 31, 2019, the note has been fully satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
March 26, 2019, the Company received funding pursuant to convertible note issued to BHP Capital NY for $28,600, of which $25,000
was received in cash and $3,600 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon
an event of default), matures on March 26, 2019, and is convertible into common stock at 58% of the lowest trading price of the
20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount
from the derivative equal to $28,600 due to this conversion feature, and $21,880 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at December 31, 2019 of $6,720. As of December 31, 2019, the note
had a principal balance of $28,600 and accrued interest of $1,755.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
April 9, 2019, the Company issued a convertible note to BHP Capital NY, Inc. for $55,000, which includes transaction fee interest
of $6,500, and cash consideration of $48,500. The note bears interest of 8% (increases to 18% per annum upon an event of default),
matures on January 9, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading day period
ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal
to $55,000 due to this conversion feature, and $53,200 has been amortized to the statement of operations. The debt discount and
transaction fee interest had a balance at December 31, 2019 of $1,800. During the year ended December 31, 2019, the Company issued
76,100 common shares upon the conversion of principal in the amount of $9,000, accrued interest of $1,915, and conversion fees
of $500. As of December 31, 2019, the note had a principal balance of $46,000 and accrued interest of $1,155.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
April 23, 2019, the Company accepted and agreed to a Debt Purchase Agreement, whereby BHP Capital NY, Inc. acquired $29,102 of
debt from an Emunah Funding LLC convertible note in exchange for $33,333, and the Company recorded a loss on settlement of debt
of $4,231. The note bears interest of 10% (increases to 24% per annum upon an event of default), matures on April 23, 2020, and
is convertible into common stock at 57.5% of the lowest trading price of the 20 trading day period ending on the latest complete
day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $33,333 due to this conversion
feature, and $33,333 has been amortized to the statement of operations. On April 26, 2019, a late filing penalty of $6,667 was
assessed pursuant to the note terms. During the year ended December 31, 2019, the Company issued 15,314 common shares upon the
conversion of principal in the amount of $40,000 and interest of $2,541. As of December 31, 2019, the note has been fully satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
May 30, 2019, the Company issued a convertible note to BHP Capital NY for $27,500, which includes $16,667 paid Auctus Fund pursuant
to a settlement agreement, $5,000 to settle outstanding accounts payable, transaction fee interest of $3,000, and cash consideration
of $2.833. The note bears interest of 8% (increases to 18% per annum upon an event of default), matures on February 29, 2020,
and is convertible into common stock at 65% of the lowest trading price of the 15 trading day period ending on the latest complete
day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $27,500 due to this conversion
feature, and $21,500 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance
at December 31, 2019 of $6,000. As of December 31, 2019, the note had a principal balance of $27,500 and accrued interest of $1,296.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
July 22, 2019, the Company received funding pursuant to a convertible note issued to BHP Capital NY for $37,950, of which $33,500
was received in cash and $4,450 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon
an event of default), matures on July 22, 2020, and is convertible into common stock at 65% of the lowest trading price of the
20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount
from the derivative equal to $37,950 due to this conversion feature, and $16,798 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at December 31, 2019 of $21,152. As of December 31, 2019, the note
had a principal balance of $37,950 and accrued interest of $1,347.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
August 7, 2019, the Company received funding pursuant to a convertible note issued to BHP Capital NY for $33,000 of which $29,000
was received in cash and $4,000 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon
an event of default), matures on August 7, 2020, and is convertible into common stock at 65% of the lowest trading price of the
20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount
from the derivative equal to $33,000 due to this conversion feature, and $13,164 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at December 31, 2019 of $19,836. As of December 31, 2019, the note
had a principal balance of $33,000 and accrued interest of $1,056.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
December 20, 2019, the Company received funding pursuant to a convertible note issued to BHP Capital NY for $19,000 of which $15,000
was received in cash and $4,000 was recorded as transaction fees. The note bears interest of 12% (increases to 22% per annum upon
an event of default), matures on December 20, 2020, and is convertible into the lower of 1) 55% of the lowest trading price of
the 20 trading day period ending on the latest complete day prior to the date of the note, and 2) 55% of the lowest trading price
of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount
from the derivative equal to $19,000 due to this conversion feature, and $571 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at December 31, 2019 of $18,429. As of December 31, 2019, the note
had a principal balance of $19,000 and accrued interest of $69.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
Blackbridge
Capital
On
May 3, 2016, the Company accepted and agreed to a Debt Purchase Agreement, whereby Blackbridge Capital acquired $100,000 in principal
of a Direct Capital Group, Inc. convertible note in exchange for $100,000. The note bears interest at 5% per annum, matured on
May 3, 2017, and is convertible into common stock at 50% of the lowest market price of the 20 trading days prior to the date of
conversion. The Company recorded a debt discount from the derivative equal to $100,000 due to this conversion feature, which has
been amortized to the statement of operations. The note has converted $19,600 of principal into 267 shares of common stock. As
of December 31, 2019, the note had a principal balance of $80,400 and accrued interest of $14,752. This note is currently in default.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
Coventry
Enterprises, LLC
On
May 31, 2019, the Company issued a convertible note to Coventry Enterprises for $50,000, of which $47,500 was received in cash
and $2,500 was recorded as transaction fees. The note bears interest at 10% (increases to 24% per annum upon an event of default),
matures on March 31, 2020, and is convertible into 61% multiplied by the lowest trading price during the 20-day trading period
including the conversion date. The Company recorded a debt discount from the derivative equal to $50,000 due to this conversion
feature, and $29,234 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance
at December 31, 2019 of $20,766. During the year ended December 31, 2019, the Company issued 425,000 common shares upon the conversion
of principal in the amount of $11,309 and accrued interest of $2,818. As of December 31, 2019, the note had a principal balance
of $38,691 and accrued interest of $86.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
EMA
Financial, LLC
On
November 9, 2016, the Company issued a convertible note to EMA Financial, LLC for $35,000, of which $30,000 was received in cash
and $5,000 was recorded as transaction fees. The note bears interest at 10% (increases to 24% per annum upon an event of default),
matured on November 9, 2017, and is convertible into the lower of 1) the closing market price on the trading day immediately preceding
the closing date of the note, and 2) 50% of the lowest trading price during the 25 trading days prior to the conversion date.
The Company recorded a debt discount from the derivative equal to $35,000 due to this conversion feature, which has been amortized
to the statement of operations. Pursuant to the default terms of the note, the Company entered a penalty of $446,915 in principal
and $23,143 in interest. Prior to the period ended December 31, 2019, the note has converted $13,186 in principal into 982 shares
of common stock. During the year ended December 31, 2019, the Company issued 379 common shares upon the conversion of principal
in the amount of $266.
On
April 3, 2019, the Company entered into a Settlement Agreement with EMA Financial, LLC. Pursuant to the terms of the Agreement,
EMA agrees to settle the note to the Company and release the Company from any of its obligations there-under in exchange for Companys
strict compliance with the following terms: (a) a cash payment by the Company to EMA of $50,000 to be paid to EMA on or before
April 4, 2019; (b) Companys cash payment to EMA of $75,000 to be paid to EMA on or before, but in no event later than end
of day July 23, 2019, and (c) the issuance of 3,000 shares pursuant a conversion notice. In April 2019, the Company made a cash
payment to EMA in the amount of $50,000 and issued 3,000 shares on common stock.
On
July 26, 2019, an Amendment to the Settlement Agreement was executed due to the Companys failure to make the $75,000 final
payment due on July 23, 2019. Pursuant to the terms of the Amendment, the Company made a cash payment of $37,500 to EMA Financial
on July 24, 2019 and issued 7,353 shares of its common stock valued at $37,500, as per the conversion price stated in the agreement. Upon the receipt of the cash payment and the shares
as provided in the Amendment, all amounts owed to EMA Financial under the note, are considered paid in full without any additional
claims, penalties or default fees; and the Parties released each other from any further claim or liability under the note. The
Company recorded a gain on the settlement of debt of $460,339 to the statement of operations.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
Emunah
Funding LLC
On
October 18, 2017, the Company issued a convertible note to Emunah Funding LLC in consideration of liquidated damages in the amount
of $110,000. The note bears no interest (22% per annum upon an event of default), matured on October 18, 2018, and is convertible
into common stock at 57.5% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to
the date of conversion. The Company recorded a debt discount from the derivative equal to $110,000 due to this conversion feature,
which has been amortized to the statement of operations. During the year ended December 31, 2019, the Company issued 43,799 common
shares upon the conversion of principal in the amount of $110,000, interest of $17,922 and conversion fees of $1,500. As of December
31, 2019, the note has been fully satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
October 18, 2017, the Company accepted and agreed to a Debt Purchase Agreement, whereby Emunah Funding LLC acquired $20,000 of
debt from a Tri-Bridge Ventures LLC convertible note in exchange for $25,000. The note bears no interest, matured on October 18,
2018, and is convertible into common stock at 57.5% of the lowest trading price of the 20 trading day period ending on the latest
complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $25,000 due to
this conversion feature, which was amortized to the statement of operations. The note has converted $5,000 of principal into 72
shares of common stock. On March 5, 2019, the principal amount of $20,000 was reassigned to BHP Capital NY, Inc. for $31,000 and
$11,000 was recorded as a loss on settlement of debt.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
October 18, 2017, the Company accepted and agreed to a Debt Purchase Agreement, whereby Emunah Funding LLC acquired $35,817 of
debt from a Tri-Bridge Ventures LLC convertible note in exchange for $30,000. The note bears no interest, matures on October 18,
2018, and is convertible into common stock at 57.5% of the lowest trading price of the 20 trading day period ending on the latest
complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $30,000 due to
this conversion feature, which has been amortized to the statement of operations. On March 5, 2019, the principal amount of $30,000
was reassigned to Jefferson Street Capital LLC for $29,000 and $1,000 was recorded as a gain on settlement of debt.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
October 20, 2017, the Company issued a convertible note to Emunah Funding LLC for $33,840, which includes $26,741 to settle outstanding
accounts payable, transaction costs of $4,065, OID interest of $2,840, and cash consideration of $194. On November 6, 2017, the
Company issued an Allonge to the convertible debt in the amount of $9,720. The Company received $7,960 in cash and recorded transaction
fees of $1,000 and OID interest of $760. On November 30, 2017, the Company issued an Allonge to the convertible debt in the amount
of $6,480. The Company received $5,000 in cash and recorded transaction fees of $1,000 and OID interest of $480. On January 11,
2018, the Company issued an Allonge to the convertible debt in the amount of $5,400. The Company received $5,000 in cash and recorded
OID interest of $480. The note bears interest of 8% (increases to 24% per annum upon an event of default), matured on July 20,
2018, and is convertible into common stock at 57.5% of the lowest trading price of the 20 trading day period ending on the latest
complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $55,440 due to
this conversion feature, which has been amortized to the statement of operations. On October 26, 2018, the principal amount of
$40,000 was reassigned to Fourth Man, LLC. Pursuant to the default terms of the note, the Company entered a late filing penalty
of $1,000. Prior to the period ended December 31, 2019, the note has converted $5,200 of principal and $4,815 of interest into
2,504 shares of common stock. During the year ended December 31, 2019, the Company issued 4,641 common shares upon the conversion
of principal in the amount of $8,250 and interest of $103. As of December 31, 2019, the note had a principal balance of $2,990
and accrued interest of $360. This note is currently in default.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
May 15, 2018, the Company issued a convertible note to Emunah Funding LLC for $37,778, which includes $26,000 to settle the convertible
note with Asher Enterprises, $8,000 to settle outstanding accounts payable, and OID interest of $3,778. The note bears interest
of 10% (increases to 24% per annum upon an event of default), matures on May 15, 2019, and is convertible into common stock at
60% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion.
The Company recorded a debt discount from the derivative equal to $26,964 due to this conversion feature, and $26,964 has been
amortized to the statement of operations. During the year ending December 31, 2019, the Company entered into a Forbearance Agreement
with Emunah Funding , whereby cash payments totaling $50,000 were made by the Company to satisfy the outstanding principal amount
of $37,778 and accrued interest of $3,952, and a loss on settlement of debt of $8,270 was recorded to the statement of operations.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
October 31, 2018, the Company issued a convertible note to Emunah Funding LLC for $27,778, of which $24,000 was received in cash
and $3,778 was recorded as transaction fees. The note bears interest of 10% (increases to 24% per annum upon an event of default),
matures on October 31, 2019, and is convertible into common stock at 60% of the lowest trading price of the 20 trading day period
ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal
to $27,778 due to this conversion feature, and $27,778 has been amortized to the statement of operations. On April 23, 2019, the
principal amount of $27,778 and interest of $1,324 was reassigned to BHP Capital NY for $33,333, and $4,321 was recorded as a
loss on settlement of debt.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
January 2, 2019, the Company received funding pursuant to convertible note issued to Emunah Funding LLC for $29,150, of which
$25,000 was received in cash and $4,150 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per
annum upon an event of default), matures on December 31, 2019, and is convertible into common stock at 50% of the lowest trading
price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt
discount from the derivative equal to $29,150 due to this conversion feature, and $29,150 has been amortized to the statement
of operations. On April 23, 2019, the principal amount of $29,150 and interest of $709 was reassigned to Jefferson Street Capital
for $34,980 and $5,121 was recorded as a loss on settlement of debt.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
January 31, 2019, the Company received funding pursuant to convertible note issued to Emunah Funding LLC for $33,000, which includes
$5,000 to settle outstanding accounts payable, $4,500 in transaction fees and cash consideration of $23,500. The note bears interest
of 8% (increases to 24% per annum upon an event of default), matures on January 31, 2020, and is convertible into common stock
at 50% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion.
The Company recorded a debt discount from the derivative equal to $33,000 due to this conversion feature, and $30,198 has been
amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2019 of
$2,082. Pursuant to the default terms of the note, the Company entered a late filing penalties of $50,652. During the year ended
December 31, 2019, the Company made cash payments of $50,000. As of December 31, 2019, the note had a principal balance of $33,652
and accrued interest of $2,552.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
March 26, 2019, the Company received funding pursuant to convertible note issued to Emunah Funding LLC for $28,600, of which $25,000
was received in cash $3,600 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an
event of default), matures on March 26, 2019, and is convertible into common stock at 58% of the lowest trading price of the 20
trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from
the derivative equal to $28,600 due to this conversion feature, and $28,600 has been amortized to the statement of operations.
Pursuant to the default terms of the note, the Company entered a late filing penalty of $5,720. During the year ended December
31, 2019, the Company issued 154,114 common shares upon the conversion of principal in the amount of $35,430, accrued interest
of $4,471, and conversion fees of $2,000. As of December 31, 2019, the note has been fully satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
Fourth
Man LLC
On
July 3, 2018, the Company issued a convertible note to Fourth Man LLC for $24,200, which includes $20,762 to settle outstanding
accounts payable, OID interest of $2,200, and cash consideration of $1,238. On July 17, 2018, the Company issued an Allonge to
the convertible debt in the amount of $8,470, which includes $7,700 to settle outstanding accounts payable and OID interest of
$700. On August 22, 2018, the Company issued an Allonge to the convertible debt in the amount of $7,700, which includes $7,000
to settle outstanding accounts payable and OID interest of $700. On October 3, 2018, the Company issued an Allonge to the convertible
debt in the amount of $4,000, which includes $4,000 to settle outstanding accounts payable and OID interest of $400. The note
bears interest of 10% (increases to 24% per annum upon an event of default), matures on July 3, 2019, and is convertible into
common stock at 60% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date
of conversion. The Company recorded a debt discount from the derivative equal to $44,770 due to this conversion feature, which
has been amortized to the statement of operations. During the year ended December 31, 2019, the Company issued 9,440 common shares
upon the conversion of principal in the amount of $44,770 and interest of $3,374. As of December 31, 2019, the note has been fully
satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
October 26, 2018, the Company accepted and agreed to a Debt Purchase Agreement, whereby Fourth Man LLC acquired $40,000 of debt
from an Emunah Funding LLC convertible note in exchange for $40,000. The note bears interest of 24%, matures on July 20, 2019,
and is convertible into common stock at 50% of the lowest trading price of the 20 trading day period ending on the latest complete
day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $16,591 due to this conversion
feature, which has been amortized to the statement of operations. During the year ended December 31, 2019, the Company issued
22,299 common shares upon the conversion of principal in the amount of $31,743. As of December 31, 2019, the note had a principal
balance of $8,257 and accrued interest of $2,218. This note is currently in default.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
February 22, 2019, the Company issued a convertible note to Fourth Man LLC for $47,250, which includes $5,000 to settle outstanding
accounts payable, transaction fee interest of $4,250, and cash consideration of $38,000. The note bears interest of 8% (increases
to 18% per annum upon an event of default), matures on November 22, 2019, and is convertible into common stock at 65% of the lowest
trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded
a debt discount from the derivative equal to $47,250 due to this conversion feature, and $47,250 has been amortized to the statement
of operations. During the year ended December 31, 2019, the Company issued 188,974 common shares upon the conversion of principal
in the amount of $47,250, accrued interest of $2,597, and conversion fees of $1,500. As of December 31, 2019, the note has been
fully satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
April 23, 2019, the Company issued a convertible note to Fourth Man LLC for $26,400, which includes $24,000 to settle outstanding
accounts payable, and transaction fee interest of $2,400. The note bears interest of 10%, matures on April 23, 2020, and is convertible
into common stock at 60% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the
date of conversion. The Company recorded a debt discount from the derivative equal to $26,400 due to this conversion feature,
and $18,177 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at
December 31, 2019 of $8,223. During the year ended December 31, 2019, the Company issued 165,531 common shares upon the conversion
of principal in the amount of $9,535. As of December 31, 2019, the note had a principal balance of $16,865 and accrued interest
of $1,582.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
July 22, 2019, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $37,950, of which $33,500
was received in cash and $4,450 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon
an event of default), matures on July 22, 2020, and is convertible into common stock at 65% of the lowest trading price of the
20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount
from the derivative equal to $37,950 due to this conversion feature, and $16,798 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at December 31, 2019 of $21,152. As of December 31, 2019, the note
had a principal balance of $37,950 and accrued interest of $1,348.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
August 12, 2019, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $17,600, of which $15,000
was received in cash and $2,600 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon
an event of default), matures on August 12, 2020, and is convertible into common stock at 65% of the lowest trading price of the
20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount
from the derivative equal to $17,600 due to this conversion feature, and $6,780 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at December 31, 2019 of $10,820. As of December 31, 2019, the note
had a principal balance of $17,600 and accrued interest of $544.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
October 9, 2019, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $27,500, of which $25,000
was received in cash and $2,500 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon
an event of default), matures on October 19, 2020, and is convertible into common stock at 60% of the lowest trading price of
the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount
from the derivative equal to $27,500 due to this conversion feature, and $6,236 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at December 31, 2019 of $21,264. As of December 31, 2019, the note
had a principal balance of $27,500 and accrued interest of $500.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
December 10, 2019, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $16,500 of which $15,000
was received in cash and $1,500 was recorded as transaction fees. The note bears interest of 12% (increases to 24% per annum upon
an event of default), matures on September 10, 2020, and is convertible into the lower of 1) 50% of the lowest trading price of
the 20 trading day period ending on the latest complete day prior to the date of the note, and 2) 50% of the lowest trading price
of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount
from the derivative equal to $16,500 due to this conversion feature, and $1,260 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at December 31, 2019 of $15,240. As of December 31, 2019, the note
had a principal balance of $16,500 and accrued interest of $114.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
James
Powell
On
September 7, 2015, the Company issued a convertible note with the Companys former President, James Powell for non-cash
consideration for accrued fees of $150,875. The note bears interest at 8%, is due on demand, and is convertible into convertible
into common stock at 50% of the lowest trading price for the 15 days prior to the date of conversion. As of December 31, 2019,
the note had a principal balance of $150,875 and accrued interest of $52,120.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
Jefferson
Street Capital LLC
On
February 22, 2019, the Company issued a convertible note to Jefferson Street Capital LLC for $47,250, which includes $5,000 to
settle outstanding accounts payable, transaction fee interest of $4,250, and cash consideration of $38,000. The note bears interest
of 8% (increases to 18% per annum upon an event of default), matures on November 22, 2019, and is convertible into common stock
at 65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion.
The Company recorded a debt discount from the derivative equal to $47,250 due to this conversion feature, and $47,250 has been
amortized to the statement of operations. During the year ended December 31, 2019, the Company issued 149,771 common shares upon
the conversion of principal in the amount of $47,250, accrued interest of $2,100, and conversion fees of $2,500. As of December
31, 2019, the note has been fully satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
March 5, 2019, the Company accepted and agreed to a Debt Purchase Agreement, whereby Jefferson Street Capital LLC acquired $30,000
of debt from an Emunah Funding LLC convertible note in exchange for $29,000, and the Company recorded a gain on settlement of
debt of $1,000. The note bears no interest, matures on October 18, 2019, and is convertible into common stock at 57.5% of the
lowest trading price of the 20 trading days ending on the latest complete day prior to the date of conversion. The Company recorded
a debt discount from the derivative equal to $29,000 due to this conversion feature, which has been amortized to the statement
of operations. During the year ended December 31, 2019, the Company issued 10,691 common shares upon the conversion of principal
in the amount of $24,000 and $1,000 in conversion fees. As of December 31, 2019, the note had a principal balance of $5,000. This
note is currently in default.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
April 9, 2019, the Company issued a convertible note to Jefferson Street Capital LLC for $55,000, which includes transaction fee
interest of $6,500, and cash consideration of $48,500. The note bears interest of 8% (increases to 18% per annum upon an event
of default), matures on January 9, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading
day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative
equal to $55,000 due to this conversion feature, and $53,200 has been amortized to the statement of operations. The debt discount
and transaction fee interest had a balance at December 31, 2019 of $1,800. During the year ended December 31, 2019, the Company
issued 74,000 common shares upon the conversion of principal in the amount of $10,600 and $500 in conversion fees. As of December
31, 2019, the note had a principal balance of $44,400 and accrued interest of $3,251.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
April 23, 2019, the Company accepted and agreed to a Debt Purchase Agreement, whereby Jefferson Street Capital LLC acquired $29,859
of debt from an Emunah Funding LLC convertible note in exchange for $34,980, and the Company recorded a loss on settlement of
debt of $5,121. The note bears interest of 10% (increases to 24% per annum upon an event of default), matures on April 23, 2020,
and is convertible into common stock at 50% of the lowest trading price of the 20 trading day period ending on the latest complete
day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $34,980 due to this conversion
feature, and $34,980 has been amortized to the statement of operations. During the year ended December 31, 2019, the Company issued
13,992 common shares upon the conversion of principal in the amount of $34,980. As of December 31, 2019, the note has been fully
satisfied.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
May 30, 2019, the Company issued a convertible note to Jefferson Street Capital LLC for $27,500, which includes $16,667 paid Auctus
Fund pursuant to a settlement agreement, $5,000 to settle outstanding accounts payable, transaction fee interest of $3,000, and
cash consideration of $2.833. The note bears interest of 8% (increases to 18% per annum upon an event of default), matures on
February 29, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading day period ending
on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to
$27,500 due to this conversion feature, and $21,500 has been amortized to the statement of operations. The debt discount and transaction
fee interest had a balance at December 31, 2019 of $6,000. As of December 31, 2019, the note had a principal balance of $27,500
and accrued interest of $1,320.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
June 21, 2019, the Company issued a convertible note to Jefferson Street Capital LLC for $27,500, which includes transaction fee
interest of $4,000, and cash consideration of $23,500. The note bears interest of 8% (increases to 18% per annum upon an event
of default), matures on March 21, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading
day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative
equal to $27,500 due to this conversion feature, and $17,049 has been amortized to the statement of operations. The debt discount
and transaction fee interest had a balance at December 31, 2019 of $10,451. As of December 31, 2019, the note had a principal
balance of $27,500 and accrued interest of $1,179.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
August 20, 2019, the Company issued a convertible note to Jefferson Street Capital LLC for $38,500, of which $32,000 was received
in cash and $6,500 was recorded as transaction fees. The note bears interest at 10% (increases to 18% per annum upon an event
of default), matures on May 20, 2020, and is convertible into the lower of 1) 65% of the lowest trading price of the 15 trading
day period ending on the latest complete day prior to the date of the note, and 2) 65% of the lowest trading price of the 15 trading
day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative
equal to $38,500 due to this conversion feature, and $15,439 has been amortized to the statement of operations. The debt discount
and transaction fee interest had a balance at December 31, 2019 of $23,061. As of December 31, 2019, the note had a principal
balance of $38,500 and accrued interest of $1,138.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
December 20, 2019, the Company issued a convertible note to Jefferson Street Capital LLC for $19,000, of which $15,000 was received
in cash and $4,000 was recorded as transaction fees. The note bears interest of 12% (increases to 22% per annum upon an event
of default), matures on December 20, 2020, and is convertible into the lower of 1) 55% of the lowest trading price of the 20 trading
day period ending on the latest complete day prior to the date of the note, and 2) 55% of the lowest trading price of the 20 trading
day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative
equal to $19,000 due to this conversion feature, and $571 has been amortized to the statement of operations. The debt discount
and transaction fee interest had a balance at December 31, 2019 of $18,429. As of December 31, 2019, the note had a principal
balance of $19,000 and accrued interest of $70.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
Optempus
Investments, LLC
On
September 4, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments,
LLC in the amount of $25,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on
April 4, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on
the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending
on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to
$25,000 due to this conversion feature, and $13,850 has been amortized to the statement of operations. The debt discount had a
balance at December 31, 2019 of $11,150. As of December 31, 2019, the note had a principal balance of $25,000 and accrued interest
of $485.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
September 13, 2019, the Company received $20,000 cash from the issuance of a convertible promissory note with Optempus Investments,
LLC in the amount of $20,000. The note bears interest at 6% (increases to 24% per annum upon an event of default), matures on
April 13, 2020, and is convertible into the lower of 1) 70% of the lowest trading price of the 30 trading day period ending on
the latest complete day prior to the date of the note, and 2) 70% of the lowest trading price of the 30 trading day period ending
on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to
$20,000 due to this conversion feature, and $8,851 has been amortized to the statement of operations. The debt discount had a
balance at December 31, 2019 of $11,149. As of December 31, 2019, the note had a principal balance of $20,000 and accrued interest
of $358.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
October 15, 2019, the Company received $25,000 cash from the issuance of a convertible promissory note with Optempus Investments,
LLC in the amount of $25,000. The note bears interest at 6%, matures on June 15, 2020, and is convertible into 70% of the lowest
trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded
a debt discount from the derivative equal to $25,000 due to this conversion feature, and $7,889 has been amortized to the statement
of operations. The debt discount had a balance at December 31, 2019 of $17,111. As of December 31, 2019, the note had a principal
balance of $25,000 and accrued interest of $316.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
Power
Up Lending Group Ltd.
On
March 14, 2019, the Company issued a convertible note to Power Up Lending Group Ltd. for $73,000, of which $70,000 was received
in cash and $3,000 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event
of default), matures on March 14, 2020, and is convertible into 61% multiplied by the average of the two lowest trading prices
during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the
derivative equal to $73,000 due to this conversion feature, and $58,240 has been amortized to the statement of operations. The
debt discount and transaction fee interest had a balance at December 31, 2019 of $14,760. Pursuant to the default terms of the
note, the Company entered a late filing penalty of $36,500. During the year ended December 31, 2019, the Company issued 445,833
common shares upon the conversion of principal in the amount of $103,000. As of December 31, 2019, the note had a principal balance
of $6,500 and accrued interest of $8,248.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
May 13, 2019, the Company issued a convertible note to Power Up Lending Group Ltd. for $103,000, of which $100,000 was received
in cash and $3,000 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event
of default), matures on May 13, 2020, and is convertible into 61% multiplied by the average of the two lowest trading prices during
the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative
equal to $103,000 due to this conversion feature, and $65,290 has been amortized to the statement of operations. The debt discount
and transaction fee interest had a balance at December 31, 2019 of $37,710. As of December 31, 2019, the note had a principal
balance of $103,000 and accrued interest of $6,547.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
On
June 20, 2019, the Company issued a convertible note to Power Up Lending Group Ltd. for $53,000, of which $50,000 was received
in cash and $3,000 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event
of default), matures on May 13, 2020, and is convertible into 61% multiplied by the average of the two lowest trading prices during
the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative
equal to $53,000 due to this conversion feature, and $28,092 has been amortized to the statement of operations. The debt discount
and transaction fee interest had a balance at December 31, 2019 of $24,908. As of December 31, 2019, the note had a principal
balance of $53,000 and accrued interest of $2,817.
The
Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate
due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient
authorized shares.
Convertible
Note Conversions
During
the year ended December 31, 2019, the Company issued the following shares of common stock upon the conversions of portions of
the Convertible Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-Split
|
|
|
Post-Split
|
|
|
|
|
Principal
|
|
|
Interest
|
|
|
Total
|
|
|
Conversion
|
|
|
Shares
|
|
|
Shares
|
|
|
Date
|
|
Conversion
|
|
|
Conversion
|
|
|
Conversion
|
|
|
Price
|
|
|
Issued
|
|
|
Issued
|
|
Issued to
|
1/7/2019
|
|
$
|
—
|
|
|
$
|
580
|
|
|
$
|
580
|
|
|
$
|
0.0029
|
|
|
|
200,000
|
|
|
200
|
|
Auctus
|
1/16/2019
|
|
|
6,000
|
|
|
|
—
|
|
|
|
6,000
|
|
|
|
0.0040
|
|
|
|
1,500,000
|
|
|
1,500
|
|
Fourth Man
|
2/11/2019
|
|
|
8,250
|
|
|
|
103
|
|
|
|
8,353
|
|
|
|
0.0018
|
|
|
|
4,640,816
|
|
|
4,641
|
|
Emunah
|
2/14/2019
|
|
|
10,000
|
|
|
|
—
|
|
|
|
10,000
|
|
|
|
0.0018
|
|
|
|
5,714,286
|
|
|
5,714
|
|
Fourth Man
|
2/19/2019
|
|
|
266
|
|
|
|
—
|
|
|
|
266
|
|
|
|
0.0007
|
|
|
|
379,496
|
|
|
379
|
|
EMA
|
3/12/2019
|
|
|
11,839
|
|
|
|
—
|
|
|
|
11,839
|
|
|
|
0.0020
|
|
|
|
6,169,500
|
|
|
6,170
|
|
Jefferson St
|
3/14/2019
|
|
|
9,500
|
|
|
|
—
|
|
|
|
9,500
|
|
|
|
0.0020
|
|
|
|
4,968,944
|
|
|
4,969
|
|
BHP Capital
|
3/21/2019
|
|
|
—
|
|
|
|
4,900
|
|
|
|
4,900
|
|
|
|
0.0018
|
|
|
|
3,000,000
|
|
|
3,000
|
|
Auctus
|
4/1/2019
|
|
|
12,161
|
|
|
|
—
|
|
|
|
12,161
|
|
|
|
0.0028
|
|
|
|
4,521,786
|
|
|
4,522
|
|
Jefferson St
|
4/2/2019
|
|
|
3,000
|
|
|
|
—
|
|
|
|
3,000
|
|
|
|
0.0010
|
|
|
|
3,000,000
|
|
|
3,000
|
|
EMA
|
4/3/2019
|
|
|
—
|
|
|
|
4,942
|
|
|
|
4,942
|
|
|
|
0.0030
|
|
|
|
1,647,333
|
|
|
1,647
|
|
Coventry
|
4/18/2019
|
|
|
5,355
|
|
|
|
—
|
|
|
|
5,355
|
|
|
|
0.0026
|
|
|
|
2,100,000
|
|
|
2,100
|
|
Fourth Man
|
4/22/2019
|
|
|
13,500
|
|
|
|
—
|
|
|
|
13,500
|
|
|
|
0.0029
|
|
|
|
4,869,565
|
|
|
4,870
|
|
BHP Capital
|
6/10/2019
|
|
|
12,600
|
|
|
|
15,382
|
|
|
|
27,982
|
|
|
|
0.0035
|
|
|
|
8,074,250
|
|
|
8,074
|
|
Emunah
|
7/1/2019
|
|
|
14,450
|
|
|
|
967
|
|
|
|
15,417
|
|
|
|
0.0030
|
|
|
|
5,350,323
|
|
|
5,350
|
|
BHP Capital
|
7/2/2019
|
|
|
20,598
|
|
|
|
—
|
|
|
|
20,598
|
|
|
|
0.0025
|
|
|
|
8,239,216
|
|
|
8,239
|
|
Jefferson St
|
7/2/2019
|
|
|
29,120
|
|
|
|
1,292
|
|
|
|
30,412
|
|
|
|
0.0036
|
|
|
|
8,556,828
|
|
|
8,557
|
|
Emunah
|
7/2/2019
|
|
|
24,200
|
|
|
|
1,924
|
|
|
|
26,124
|
|
|
|
0.0051
|
|
|
|
5,122,318
|
|
|
5,122
|
|
Fourth Man
|
7/11/2019
|
|
|
20,570
|
|
|
|
1,450
|
|
|
|
22,020
|
|
|
|
0.0051
|
|
|
|
4,317,652
|
|
|
4,318
|
|
Fourth Man
|
7/18/2019
|
|
|
17,000
|
|
|
|
—
|
|
|
|
17,000
|
|
|
|
0.0025
|
|
|
|
6,800,000
|
|
|
6,800
|
|
BHP Capital
|
7/22/2019
|
|
|
14,382
|
|
|
|
—
|
|
|
|
14,382
|
|
|
|
0.0025
|
|
|
|
5,752,784
|
|
|
5,753
|
|
Jefferson St
|
7/22/2019
|
|
|
32,280
|
|
|
|
823
|
|
|
|
33,103
|
|
|
|
0.0032
|
|
|
|
10,542,153
|
|
|
10,542
|
|
Emunah
|
7/24/2019
|
|
|
—
|
|
|
|
37,500
|
|
|
|
37,500
|
|
|
|
0.0051
|
|
|
|
7,352,941
|
|
|
7,353
|
|
Auctus
|
7/24/2019
|
|
|
37,500
|
|
|
|
—
|
|
|
|
37,500
|
|
|
|
0.0051
|
|
|
|
7,352,941
|
|
|
7,353
|
|
EMA
|
8/6/2019
|
|
|
25,000
|
|
|
|
325
|
|
|
|
25,325
|
|
|
|
0.0025
|
|
|
|
10,127,639
|
|
|
10,128
|
|
Emunah
|
8/6/2019
|
|
|
23,000
|
|
|
|
2,541
|
|
|
|
25,541
|
|
|
|
0.0030
|
|
|
|
8,513,830
|
|
|
8,514
|
|
BHP Capital
|
8/21/2019
|
|
|
11,000
|
|
|
|
99
|
|
|
|
11,099
|
|
|
|
0.0018
|
|
|
|
6,498,292
|
|
|
6,498
|
|
Emunah
|
9/9/2019
|
|
|
10,000
|
|
|
|
—
|
|
|
|
10,000
|
|
|
|
0.0010
|
|
|
|
10,758,197
|
|
|
10,758
|
|
BHP Capital
|
9/10/2019
|
|
|
12,000
|
|
|
|
—
|
|
|
|
12,000
|
|
|
|
0.0010
|
|
|
|
13,020,833
|
|
|
13,021
|
|
Jefferson St
|
9/13/2019
|
|
|
10,388
|
|
|
|
—
|
|
|
|
10,388
|
|
|
|
0.0008
|
|
|
|
12,985,000
|
|
|
12,985
|
|
Fourth Man
|
9/16/2019
|
|
|
15,000
|
|
|
|
—
|
|
|
|
15,000
|
|
|
|
0.0012
|
|
|
|
12,500,000
|
|
|
12,500
|
|
Power Up
|
9/17/2019
|
|
|
20,000
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
0.0012
|
|
|
|
16,666,667
|
|
|
16,667
|
|
Power Up
|
9/18/2019
|
|
|
20,000
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
0.0012
|
|
|
|
16,666,667
|
|
|
16,667
|
|
Power Up
|
9/19/2019
|
|
|
12,000
|
|
|
|
—
|
|
|
|
12,000
|
|
|
|
0.0010
|
|
|
|
12,807,377
|
|
|
12,807
|
|
BHP Capital
|
9/20/2019
|
|
|
20,000
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
0.0012
|
|
|
|
16,666,667
|
|
|
16,667
|
|
Power Up
|
10/2/2019
|
|
|
14,000
|
|
|
|
6,063
|
|
|
|
20,063
|
|
|
|
0.2755
|
|
|
|
27,417,833
|
|
|
27,418
|
|
Armada
|
10/3/2019
|
|
|
19,000
|
|
|
|
48
|
|
|
|
19,048
|
|
|
|
0.0006
|
|
|
|
30,074,231
|
|
|
30,074
|
|
Armada
|
10/4/2019
|
|
|
16,750
|
|
|
|
15
|
|
|
|
16,765
|
|
|
|
0.0006
|
|
|
|
30,025,435
|
|
|
30,025
|
|
Armada
|
10/4/2019
|
|
|
15,000
|
|
|
|
—
|
|
|
|
15,000
|
|
|
|
0.0007
|
|
|
|
23,099,851
|
|
|
23,100
|
|
BHP Capital
|
10/7/2019
|
|
|
12,500
|
|
|
|
19
|
|
|
|
12,519
|
|
|
|
0.0005
|
|
|
|
23,670,455
|
|
|
23,670
|
|
Armada
|
10/7/2019
|
|
|
13,000
|
|
|
|
—
|
|
|
|
13,000
|
|
|
|
0.0006
|
|
|
|
22,500,000
|
|
|
22,500
|
|
Jefferson St
|
10/8/2019
|
|
|
9,300
|
|
|
|
—
|
|
|
|
9,300
|
|
|
|
0.0004
|
|
|
|
28,000,000
|
|
|
28,000
|
|
BHP Capital
|
10/8/2019
|
|
|
9,000
|
|
|
|
4,385
|
|
|
|
13,385
|
|
|
|
0.0003
|
|
|
|
39,672,381
|
|
|
39,672
|
|
Emunah
|
10/10/2019
|
|
|
17,652
|
|
|
|
—
|
|
|
|
17,652
|
|
|
|
0.0004
|
|
|
|
39,894,505
|
|
|
39,895
|
|
Fourth Man
|
10/10/2019
|
|
|
8,500
|
|
|
|
—
|
|
|
|
8,500
|
|
|
|
0.0003
|
|
|
|
30,000,000
|
|
|
30,000
|
|
Jefferson St
|
10/10/2019
|
|
|
11,520
|
|
|
|
34
|
|
|
|
11,554
|
|
|
|
0.0003
|
|
|
|
40,179,200
|
|
|
40,179
|
|
Emunah
|
10/11/2019
|
|
|
12,000
|
|
|
|
—
|
|
|
|
12,000
|
|
|
|
0.0003
|
|
|
|
50,000,000
|
|
|
50,000
|
|
BHP Capital
|
10/14/2019
|
|
|
8,841
|
|
|
|
—
|
|
|
|
8,841
|
|
|
|
0.0002
|
|
|
|
46,703,150
|
|
|
46,703
|
|
Jefferson St
|
10/15/2019
|
|
|
9,000
|
|
|
|
46
|
|
|
|
9,046
|
|
|
|
0.0002
|
|
|
|
47,730,000
|
|
|
47,730
|
|
Emunah
|
10/17/2019
|
|
|
4,643
|
|
|
|
4,007
|
|
|
|
8,650
|
|
|
|
0.0002
|
|
|
|
45,750,600
|
|
|
45,751
|
|
BHP Capital
|
10/17/2019
|
|
|
4,909
|
|
|
|
2,100
|
|
|
|
7,009
|
|
|
|
0.0002
|
|
|
|
37,546,850
|
|
|
37,547
|
|
Jefferson St
|
10/17/2019
|
|
|
4,800
|
|
|
|
6
|
|
|
|
4,806
|
|
|
|
0.0002
|
|
|
|
26,532,000
|
|
|
26,532
|
|
Emunah
|
10/22/2019
|
|
|
16,000
|
|
|
|
—
|
|
|
|
16,000
|
|
|
|
0.0003
|
|
|
|
63,461,538
|
|
|
63,462
|
|
Fourth Man
|
10/23/2019
|
|
|
10,600
|
|
|
|
—
|
|
|
|
10,600
|
|
|
|
0.0002
|
|
|
|
74,000,000
|
|
|
74,000
|
|
Jefferson St
|
10/23/2019
|
|
|
9,000
|
|
|
|
1,915
|
|
|
|
10,915
|
|
|
|
0.0002
|
|
|
|
76,100,133
|
|
|
76,100
|
|
BHP Capital
|
11/4/2019
|
|
|
13,598
|
|
|
|
2,597
|
|
|
|
16,195
|
|
|
|
0.0002
|
|
|
|
85,617,815
|
|
|
85,618
|
|
Fourth Man
|
11/21/2019
|
|
|
10,000
|
|
|
|
—
|
|
|
|
10,000
|
|
|
|
0.0001
|
|
|
|
83,333,333
|
|
|
83,333
|
|
Power Up
|
11/26/2019
|
|
|
6,000
|
|
|
|
—
|
|
|
|
6,000
|
|
|
|
0.0001
|
|
|
|
100,000,000
|
|
|
100,000
|
|
Power Up
|
12/2/2019
|
|
|
6,000
|
|
|
|
—
|
|
|
|
6,000
|
|
|
|
0.0001
|
|
|
|
100,000,000
|
|
|
100,000
|
|
Power Up
|
12/2/2019
|
|
|
3,872
|
|
|
|
2,569
|
|
|
|
6,441
|
|
|
|
0.0001
|
|
|
|
110,000,000
|
|
|
110,000
|
|
Coventry
|
12/4/2019
|
|
|
6,000
|
|
|
|
—
|
|
|
|
6,000
|
|
|
|
0.0001
|
|
|
|
100,000,000
|
|
|
100,000
|
|
Power Up
|
12/4/2019
|
|
|
9,535
|
|
|
|
—
|
|
|
|
9,535
|
|
|
|
0.0001
|
|
|
|
165,530,500
|
|
|
165,531
|
|
Fourth Man
|
12/5/2019
|
|
|
4,026
|
|
|
|
—
|
|
|
|
4,026
|
|
|
|
0.00002
|
|
|
|
165,000,000
|
|
|
165,000
|
|
Coventry
|
12/23/2019
|
|
|
3,411
|
|
|
|
249
|
|
|
|
3,660
|
|
|
|
0.00002
|
|
|
|
150,000,000
|
|
|
150,000
|
|
Coventry
|
Total conversions
|
|
|
769,416
|
|
|
|
96,883
|
|
|
|
866,299
|
|
|
|
|
|
|
|
2,119,224,111
|
|
|
2,119,224
|
|
|
Loss on conversion
|
|
|
—
|
|
|
|
—
|
|
|
|
86,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion fees
|
|
|
—
|
|
|
|
—
|
|
|
|
16,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
769,416
|
|
|
$
|
96,883
|
|
|
$
|
969,518
|
|
|
|
|
|
|
|
2,119,224,111
|
|
|
2,119,224
|
|
|
7.
PROMISSORY NOTES PAYABLE
On
December 1, 2014, Satel Group Inc. entered into a Promissory Note with Xillient, LLC in the amount of $434,669 pursuant to the
Asset Purchase Agreements dated June 3, 2013 and November 24, 2014, to acquire certain Direct-TV assets. The note bears interest
of 5% per annum and is due on December 31, 2019. During the year months ended December 31, 2019, the company recorded payments
of $5,000 and accrued interest of $3,171.
On
March 19, 2019, Richard Hylen entered into a Debt Settlement Agreement with Xillient, LLC to settle $362,261 in outstanding debt
owed to Xillient, LLC for $200,000. Mr. Hylen transferred 111,732 of his Preferred Series A that are valued at $1.79 per share.
The liability amount of $362,261 was reclassed to additional paid in capital due to the contributed capital by a related party.
On
October 1, 2017, Direct Capital Group, Inc. agreed to cancel two convertible notes in the principal amounts of $25,000 and $36,000,
and $6,304 in accrued interest, in exchange for a Promissory Note in the amount of $61,000. The note bears no interest and is
due on or before October 1, 2020. During the year ended December 31, 2019, the Company recorded payments of $44,500.
As of December 31, 2019 and December 31, 2018,
the principal balance owed was $16,500 and $61,000, respectively.
8.
DERIVATIVE LIABILITIES
During the year ended December 31, 2019,
the Company valued the embedded conversion feature of the convertible notes, warrants, certain accounts payable and certain related
party liabilities. The fair value was calculated at December 31, 2019 based on the lattice model.
The following table represents the Companys
derivative liability activity for the embedded conversion features for the year ended December 31, 2019:
|
|
Notes
|
|
|
Warrants
|
|
|
Stock Payable
|
|
|
Total
|
|
Balance, beginning of period
|
|
$
|
3,121,517
|
|
|
$
|
95,868
|
|
|
$
|
1,671,112
|
|
|
$
|
4,888,497
|
|
Initial recognition of derivative liability
|
|
|
5,824,015
|
|
|
|
248,127
|
|
|
|
39,763
|
|
|
|
6,111,905
|
|
Derivative settlements
|
|
|
(6,676,243
|
)
|
|
|
(1,962,888
|
)
|
|
|
(268,905
|
)
|
|
|
(8,908,036
|
)
|
Loss (gain) on derivative liability valuation
|
|
|
(637,899
|
)
|
|
|
1,622,697
|
|
|
|
91,635
|
|
|
|
1,076,433
|
|
Balance, end of period
|
|
$
|
1,631,390
|
|
|
$
|
3,804
|
|
|
$
|
1,533,605
|
|
|
$
|
3,168,799
|
|
Convertible
Notes
The
fair value at the commitment date for the convertible notes and the revaluation dates for the Companys derivative liabilities
were based upon the following management assumptions as of December 31, 2019:
|
|
Valuation data
|
Expected dividends
|
|
0%
|
Expected volatility
|
|
279.21%-491.40%
|
Expected term
|
|
.02 - 1 year
|
Risk free interest
|
|
1.48%-1.60%
|
Warrants
On
January 2, 2019, the Company executed a Common Stock Purchase Warrant for 1,821,875 shares (1,821 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.016 per share and expire on December
31, 2023.
On
January 31, 2019, the Company executed a Common Stock Purchase Warrant for 2,200,000 shares (2,200 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.016 per share and expire on January
30, 2024.
On
March 26, 2019, the Company executed a Common Stock Purchase Warrant for 1,643,678 shares (1,643 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.017 per share and expire on March 25,
2024.
On
March 26, 2019, the Company executed a Common Stock Purchase Warrant for 1,643,678 shares (1,643 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.017 per share and expire on March 25,
2024.
On
April 9, 2019, the Company executed a Common Stock Purchase Warrant for 550,000 shares (550 post-split). The purchase price of
one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.10 per share and expire on April 8, 2024.
On
April 9, 2019, the Company executed a Common Stock Purchase Warrant for 550,000 shares (550 post-split). The purchase price of
one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.10 per share and expire on April 8, 2024.
On
April 23, 2019, the Company executed a Common Stock Purchase Warrant for 105,000 shares (105 post-split). The purchase price of
one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.25 per share and expire on April 22, 2024.
On
May 30, 2019, the Company executed a Common Stock Purchase Warrant for 625,000 shares (625 post-split). The purchase price of one
share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.040 per share and expire on May 29, 2024.
On
May 30, 2019, the Company executed a Common Stock Purchase Warrant for 625,000 shares (625 post-split). The purchase price of one
share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.040 per share and expire on May 29, 2024.
On
May 30, 2019, the Company executed a Common Stock Purchase Warrant for 625,000 shares (625 post-split). The purchase price of one
share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.040 per share and expire on May 29, 2024.
On
June 13, 2019, the Company entered into a Securities Exchange Agreement with Fourth Man Fund, LLC. Both parties agreed
to exchange the Warrants pursuant under the terms of a Securities Exchange Agreement, in its entirety. The Agreement is for warrants
dated July 3, 2018, July 17, 2018, October 3, 2018, and August 22, 2018, representing 89,540 shares of common stock, exchanged
for 10,167 shares of Preferred Series C stock at $10 per share. The exchange extinguished $734,381 worth of derivative liabilities.
On
June 13, 2019, the Company entered into a Securities Exchange Agreement with Emunah Funding, LLC. Both parties agreed to
exchange the Warrants pursuant under the terms of a Securities Exchange Agreement, in its entirety. The Agreement is for warrants
dated October 20, 2017, November 6, 2017, November 30, 2017, January 11, 2018, May 15, 2018, and October 31, 2018, representing
129,952 shares of common stock, exchanged for 35,583 shares of Preferred Series C stock at $10 per share. The exchange extinguished $1,095,620 worth of derivative liabilities.
On
June 21, 2019, the Company executed a Common Stock Purchase Warrant for 1,000,000 shares (1,000 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.025 per share and expire on June 20,
2024.
On
July 22, 2019, the Company executed a Common Stock Purchase Warrant for 1,679,204 shares (1,679 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.023 per share and expire on July 22,
2024.
On
July 22, 2019, the Company executed a Common Stock Purchase Warrant for 1,679,204 shares (1,679 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.023 per share and expire on July 22,
2024.
On
July 22, 2019, the Company executed a Common Stock Purchase Warrant for 1,679,204 shares (1,679 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.023 per share and expire on July 22,
2024.
On
August 7, 2019, the Company executed a Common Stock Purchase Warrant for 2,200,000 shares (2,200 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.015 per share and expire on August
7, 2024.
On
August 12, 2019, the Company executed a Common Stock Purchase Warrant for 1,173,333 shares (1,173 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.015 per share and expire on August
7, 2024.
On
August 20, 2019, the Company executed a Common Stock Purchase Warrant for 3,500,000 shares (3,500 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.01 per share and expire on August 7,
2024.
On
October 9, 2019, the Company executed a Common Stock Purchase Warrant for 17,187,500 shares (17,188 post-split). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.0016 per share and expire on October
9, 2024.
During
the year ended December 31, 2019, warrant holders exercised the warrants and the Company issued 118,280 shares of common stock
through a cashless exercise of the warrants in accordance with the conversion terms.
The
Company evaluated all outstanding warrants to determine whether these instruments may be tainted. All warrants outstanding were
considered tainted. The Company valued the embedded derivatives within the warrants based on the independent report of the valuation
specialist.
The
fair value at the valuation dates were based upon the following management assumptions:
|
|
Valuation data
|
Expected dividends
|
|
0%
|
Expected volatility
|
|
305.06%-307.47%
|
Expected term
|
|
4.01 - 4.78 years
|
Risk free interest
|
|
1.66%
|
Stock
Payable
The
payables to be issued in stock are at 100% of the lowest closing market price with a 15 day look back. The fair value at the valuation
dates were based upon the following management assumptions:
|
|
Valuation data
|
Expected dividends
|
|
0%
|
Expected volatility
|
|
310.99%
|
Expected term
|
|
1 year
|
Risk free interest
|
|
1.59%
|
On April 16, 2019, the Company issued 424
common shares at to Hanson & Associates to settle outstanding stock payable liabilities pursuant to a Consulting Agreement
dated April 1, 2017. The stock was valued at $24,953 on the date of issuance, which extinguished $24,953 in derivative liabilities.
9.
RELATED PARTY TRANSACTIONS
The Company is periodically advanced noninterest
bearing operating funds from related parties. The advances are due on demand and unsecured. During the year ended December 31,
2019, the Company made payments of $73,450 to amounts due to related parties, and $12,750 was advanced to the Company by related
parties. In addition, $7,295 in debt was settled by a related party. As of December 31, 2019 and December 31, 2018, the Company
owed related parties $91,130 and $152,067, respectively. During the year ended December 31, 2019, the Company recorded imputed
interest of $14,670 to the statement of operations with a corresponding increase to additional paid in capital. As of December
31, 2019 and December 31, 2018, the Company recorded accounts payable due to related parties of $31,269 and $31,269, respectively.
On
January 9, 2019, the Company issued 1,679,978 shares of Series A Preferred stock at $1.79 per share, to Optempus Investments,
LLC, valued at $3,000,000, pursuant to the Asset Purchase Agreement with Proscere Bioscience Inc.
On March 19, 2019, Richard Hylen entered
into a Debt Settlement Agreement with Xillient, LLC to settle $362,261 in outstanding debt owed to Xillient, LLC for $200,000.
Mr. Hylen transferred 111,732 of his Preferred Series A that are valued at $1.79 per share. The liability amount of $362,261 was
reclassed to additional paid in capital due to the contributed capital by a related party.
On
April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Preferred Series A Shares in the name of Optempus
Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 25,140
Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and
the IP of the Cold-Water CBD/HEMP Extraction Systems. The Series A Stock is convertible to common stock at market price the day
of conversion.
On June 3, 2019, the Board of Directors repurchased
and returned to treasury 18,159 Preferred Series A Shares in the name of Optempus Investments, LLC. The company authorized and
paid the payment of $32,505 to Optempus Investments, LLC for the repurchase of 18,159 Preferred Series A at $1.79 per share. This
transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction
Systems. The Series A Stock is convertible to common stock at market price the day of conversion.
10.
CONVERTIBLE PREFERRED STOCK
Series
A Convertible Preferred Stock
On
January 25, 2011, the Company filed an amendment to its Nevada Certificate of Designation to create Series A Convertible Preferred
Stock, with a par value of $0.001 and 10,000,000 shares authorized.
On
January 3, 2017, the Company filed an Amendment to Certificate of Designation with the Nevada Secretary of State defining the
rights and preferences of the Series A Convertible Preferred shares. Series A Convertible Preferred stock shall be convertible
into common shares at the rate of the closing market price on the day of the conversion notice equal to the dollar amount of the
value of the Series A Convertible Preferred shares, and holders shall have no voting rights on corporate matters, unless and until
they convert their Series A Convertible Preferred shares into Common shares, at which time they will have the same voting rights
as all Common Shareholders have; their consent shall not be required for taking any corporate action.
On
October 26, 2018, the Company issued 488,827 Series A Convertible Preferred shares at $1.79 per share to Donna Murtaugh, to settle
liabilities of $875,000 owed to her pursuant to the Asset Purchase Agreement dated March 9, 2016.
As
of November 13, 2018, 3,489,510 shares of Series A Convertible Preferred stock were transferred into the Company in connection
with the reverse merger.
On
November 13, 2018, the Company granted 1,086,592 Series A Convertible Preferred shares at $1.79 per share to Richard Hylen, valued
at $1,945,000, pursuant the Merger Agreement.
On
January 9, 2019, the Company entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation. Pursuant
to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to its fixed
assets and know how to Simlatus Corporation. These assets and know how pursuant to the 5 year Exclusive
Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets and know
how Simlatus Corporation issued 1,675,978 shares of Convertible Preferred Series A stock at a price of $1.79 per share.
At that time, Proscere Bioscience became a wholly subsidiary of Simlatus Corporation.
On
March 19, 2019, Richard Hylen entered into a Debt Settlement Agreement with Xillient, LLC to settle $362,261 in outstanding debt
owed to Xillient, LLC for $200,000. Mr. Hylen transferred 111,732 of his Convertible Preferred Series A that are valued at $1.79
per share. The liability amount of $362,261 was reclassed to additional paid in capital due to the contributed capital by a related
party.
On
April 10, 2019, the Board of Directors repurchased and returned to treasury 25,140 Convertible Preferred Series A Shares in the
name of Optempus Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the
repurchase of 25,140 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement
of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible
to common stock at market price the day of conversion.
On
June 3, 2019, the Board of Directors repurchased and returned to treasury 18,159 Convertible Preferred Series A Shares in the
name of Optempus Investments, LLC. The company authorized and paid the payment of $32,505 to Optempus Investments, LLC for the
repurchase of 18,159 Convertible Preferred Series A at $1.79 per share. This transaction is pursuant with the Asset Purchase Agreement
of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible
to common stock at market price the day of conversion.
On
June 21, 2019, 43,299 Convertible Preferred Series A shares held in treasury were retired.
During
the year ended December 31, 2019, 712,360 shares of Convertible Series A Preferred stock were converted to 2,150,330 common shares
in accordance with the conversion terms.
The
Series A Convertible Preferred Stock has been classified as mezzanine equity since it embodies a conditional obligation that the
Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed
monetary amount known at inception. Each share of the Convertible Series A Preferred Stock has a fixed value of $1.79 per share,
has no voting rights, and is convertible into common stock at closing market price on the date of conversion. The Company has
recorded $10,713,594, which represents 5,985,248 Series A Preferred Stock at $1.79 per share, issued and outstanding
as of December 31, 2019, outside of permanent equity and liabilities.
Series
C Convertible Preferred Stock
On
June 13, 2019, the Companys Board of Directors authorized the creation of 45,750 shares of Series C Convertible Preferred
Stock with a par value of $0.0001, and on June 13, 2019, a Certificate of Designation was filed with the Nevada Secretary of State.
The Convertible Preferred Series C shall have no voting rights as to corporate matters unless, and until, they are converted into
common shares, at which time, they will have the same voting rights as all common stock shareholders. Convertible Preferred Series
C shares cannot be sold, assigned, hypothecated, or otherwise disposed of, without first obtaining the consent of the majority
Convertible Preferred Series C shareholders. Convertible Preferred Series C shares shall have a value of $10.00 USD per share
and shall convert into common shares at the rate of the closing market price on the day of conversion notice equal to the dollar
amount of the value of the Convertible Preferred Series C share. At no time may the shareholder convert their shares into more
than 4.99% of the issued and outstanding.
On
June 13, 2019, the Company entered into a Securities Exchange Agreement with Fourth Man Fund, LLC. Both parties agreed
to exchange the Warrants pursuant under the terms of a Securities Exchange Agreement, in its entirety. The Agreement is for warrants
dated July 3, 2018, July 17, 2018, October 3, 2018, and August 22, 2018, representing 89,540 shares of common stock, exchanged
for 10,167 shares of Convertible Preferred Series C stock at $10 per share. The exchange extinguished $734,381 worth of derivative
liabilities.
On
June 13, 2019, the Company entered into a Securities Exchange Agreement with Emunah Funding, LLC. Both parties agreed to
exchange the Warrants pursuant under the terms of a Securities Exchange Agreement, in its entirety. The Agreement is for warrants
dated October 20, 2017, November 6, 2017, November 30, 2017, January 11, 2018, May 15, 2018, and October 31, 2018, representing
129,952 shares of common stock, exchanged for 35,583 shares of Convertible Preferred Series C stock at $10 per share. The exchange
extinguished $1,095,620 worth of derivative liabilities.
During
the year ended December 31, 2019, 10,167 shares of Convertible Series C preferred stock were converted to 28,015 common shares
in accordance with the conversion terms.
The
Convertible Series C Preferred Stock has been classified as mezzanine equity since it embodies a conditional obligation that the
Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed
monetary amount known at inception. The Company has recorded $355,830 which represents 35,583 Series C Convertible
Preferred Stock at $10 per share, issued and outstanding as of December 31, 2019, outside of permanent equity and liabilities.
As
of December 31, 2019, 10,000,000 Series A Convertible Preferred shares and 45,750 Series C Convertible Preferred shares were authorized,
of which 5,985,248 Series A Convertible Preferred shares were issued and outstanding and 35,583 Series C Convertible Preferred
shares were issued and outstanding.
11.
PREFERRED STOCK
On
January 25, 2011, the Company filed an amendment to its Nevada Certificate of Designation to create Series B Preferred Stock,
with a par value of $0.001 and 10,000,000 shares authorized.
On
July 1, 2015, the Companys Board of Directors authorized the creation of shares of Series B Voting Preferred Stock and on
July 27, 2015 a Certificate of Designation was filed with the Nevada Secretary of State. The holder of the shares of the Series
B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action
that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series B Voting
Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Companys (i) common stock, and
(ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of
the Company regarding each and every matter submitted to the shareholders of the Company for approval.
On
November 9, 2018, Mike Schatz returned 250 Preferred Series B Control Shares, valued at par value, pursuant to his new employee
agreement dated November 1, 2018.
On
November 9, 2018, Robert Stillwaugh returned 250 Preferred Series B Control Shares, valued at par value, pursuant to his new employee
agreement dated November 1, 2018.
On
November 9, 2018, newly appointed President, Richard Hylen was issued 500 Preferred Series B Control Shares, pursuant to his employee
agreement dated November 1, 2018.
As
of December 31, 2019, 10,000,000 Series B Preferred shares were authorized, of which 500 shares were issued and outstanding.
12.
COMMON STOCK
On
June 15, 2016, the Company approved the authorization of a 1 for 1,000 reverse stock split of the Companys outstanding shares
of common stock, which was effective on July 22, 2016. The financial statements have been retroactively adjusted to take this
into account for all periods presented.
As
of November 13, 2018, 2,918 shares of common stock were transferred into the Company in connection with the reverse merger.
On
November 13, 2018, the Company issued 102,368 shares of restricted common stock to Richard Hylen as collateral, pursuant to the
Asset Purchase Agreement dated November 13, 2018. The shares are valued at $4,298,450 based on the market price of the Companys
common stock on the date of the agreement.
During
the year ended December 31, 2018, the holders of convertible notes converted a total of $10,448 of principal and interest
into 2,792 shares of common stock. The issuance extinguished $115,941 worth of derivative liabilities which was recorded to additional
paid in capital.
On
April 16, 2019, the Company issued 424 common shares at to Hanson & Associates to settle outstanding stock payable liabilities
pursuant to a Consulting Agreement dated April 1, 2017. The stock was valued at $24,953 on the date of issuance, which extinguished
$24,953 in derivative liabilities.
On
June 13, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase the number of authorized
common shares from 900,000,000 to 975,000,000 with a par value of $0.00001.
On
July 23, 2019, the Company Board of Directors and the Majority Stockholders owning a majority of the Companys voting
securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized
Common Shares from 975,000,000 to 1,500,000,000 shares at par value $0.00001 per share.
On
September 16, 2019, the Company Board of Directors and the Majority Stockholders owning a majority of the Companys
voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number
of authorized Common Shares from 1,500,000,000 to 5,000,000,000 shares at par value $0.00001 per share.
On
October 17, 2019, the Company Board of Directors and the Majority Stockholders owning a majority of the Companys voting
securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized
Common Shares from 5,000,000,000 to 10,000,000,000 shares at par value $0.00001 per share.
On
December 18, 2019, the Company approved the authorization of a 1 for 1,000 reverse stock split of the Companys outstanding
shares of common stock. The financial statements have been retroactively adjusted to take this into account for all periods presented.
During
the year ended December 31, 2019, 712,360 shares of Series A preferred stock were converted to 2,161,158 common shares in accordance
with the conversion terms.
During
the year ended December 31, 2019, 10,167 shares of Series C preferred stock were converted to 28,015 common shares in accordance
with the conversion terms.
During
the year ended December 31, 2019, warrant holders exercised the warrants and the Company issued 118,280 shares of common stock
through a cashless exercise of the warrants in accordance with the conversion terms.
During
the year ended December 31, 2019, the holders of convertible notes converted a total of $866,299 of principal and interest,
and $16,500 in note fees, into 2,119,224 shares of common stock in accordance with the conversion terms. The issuances resulted
in a loss on conversion of $86,719 and settled $1,784,469 worth of derivative liabilities which was recorded to additional paid
in capital.
As
of December 31, 2019, 10,000,000,000 common shares, par value $0.00001, were authorized, of which 4,524,351 shares were issued
and outstanding.
13.
INCOME TAXES
Deferred
income taxes are determined using the liability method for the temporary differences between the financial reporting basis and
income tax basis of the Companys assets and liabilities. Deferred income taxes are measured based on the tax rates expected
to be in effect when the temporary differences are included in the Companys tax return. Deferred tax assets and liabilities
are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts
of assets and liabilities and their respective tax bases.
The
deferred tax asset and the valuation allowance consist of the following at December 31, 2019:
|
|
2019
|
|
Net tax loss carry-forwards
|
|
$
|
3,849,143
|
|
Statutory rate
|
|
|
21
|
%
|
Expected tax recovery
|
|
|
808,320
|
|
Change in valuation allowance
|
|
|
(808,320
|
)
|
Income tax provision
|
|
$
|
—
|
|
|
|
|
|
|
Components of deferred tax asset:
|
|
|
|
|
Non-capital tax loss carry-forwards
|
|
$
|
808,320
|
|
Less: valuation allowance
|
|
|
(808,320
|
)
|
Net deferred tax asset
|
|
$
|
—
|
|
As
of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December
31, 2017, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need
to file returns for the year ending December 31, 2018 and 2019, which are still open for examination.
14.
COMMITMENTS AND CONTINGENCIES
On
November 1, 2018, the Company executed a revised Employment Agreement with Robert Stillwaugh, which appoints him as President
of Simlatus, a non-director/officer position, with an annual salary of $45,000, which can be accumulated at 6% interest and converted
to restricted common stock at fair market value at the time of conversion. During the year ended December 31, 2019, the Company
recorded wages of $45,000 in connection with this agreement.
On
November 1, 2018, the Company executed a revised Employment Agreement with Mike Schatz, which appoints him as the Vice President
of Simlatus, a non-director/officer position, with an annual salary of $45,000, which can be accumulated at 6% interest and converted
to restricted common stock at fair market value at the time of conversion. During the year ended December 31, 2019, the Company
recorded wages of $45,000 in connection with this agreement.
On
November 1, 2018, the Board of Directors appointed Richard N. Hylen as the new Chief Executive Officer, Chairman of the Board,
and President, Secretary, and Treasurer of the Company. Mr. Hylen will receive an annual salary of $120,000, which can be accumulated
at 6% interest and converted to restricted common stock at fair market value at the time of conversion. During the year ended
December 31, 2019, the Company recorded wages of $120,000 and payments of $55,078, in connection with this agreement.
On
January 9, 2019 Simlatus Corporation entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation.
Pursuant to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to
its fixed assets and know how to Simlatus Corporation. These assets and know how pursuant to the 5 year
Exclusive Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets
and know how Simlatus Corporation issued 1,675,978 shares of Preferred Series A stock at a price of $1.79 per share.
At that time Proscere Bioscience became a wholly subsidiary of Simlatus Corporation.
Proscere
Bioscience brings exclusivity to Simlatus Corporation sought after technology, innovation, and its know how for Cold-Water
CBD Extraction. Other technologies only offer alcohol based extraction. The is highly flammable, dangerous, and difficult to permit
for operations. Proscere Bioscience technology also recovers a higher amount of CBD from its Cold-Water Extraction. The resulting
CBD recovered is shown to be a higher value because of this exclusive technology.
To
date, the Company has established distribution relationships in the United States, Canada, and Europe. The company also has purchase
orders to fulfill (see attached) in relationship to the above distribution agreement. Any delays in fulfilling the orders have
been caused by manufacturing delays and the COVID-19 delays in working with our suppliers.
On
January 9, 2019, the Board of Directors appointed Baron Tennelle as a Director of Simlatus and President of Proscere Bioscience,
Inc., a wholly owned subsidiary of Simlatus, effective January 9, 2019. He will receive an annual salary of $45,000 paid out quarterly
in either cash or stock at the current fair market value of the stock at time of conversion. During the year ended December 31,
2019, the Company recorded wages of $45,000 in connection with this agreement.
On
February 19, 2019, the Board of Directors appointed Dusty Vereker as a Director of the company, and Vice President of Proscere
Bioscience. Her employment contract allows an annual salary of $45,000 to be paid quarterly in either cash or stock. Ms. Verekers
Director Agreement allows for fees associated with meetings and conferences. During the year ended December 31, 2019, the Company
recorded wages of $41,250 in connection with this agreement.
On
March 29, 2019, the Company and its subsidiary, Proscere Bioscience Inc., entered into an Exclusive Distribution Agreement with
Brand House Ventures Inc. allowing the rights to sell the CBD Cold Water Extraction Systems within all of the United States. Mike
Mulder is the President of Brand House Ventures Inc., and the company was formed in 2010 as a sole proprietorship, and in 2014
was formed as a California S-Corporation. Today Brand House is a Holding Company for the distribution of a variety of products
and technologies.
On
March 29, 2019, the Company and its subsidiary, Proscere Bioscience Inc., entered into a Distribution Agreement with United Opportunities,
LLC allowing the rights to sell the CBD/HEMP Cold Water Extraction Systems within Canada and Europe. Shawn Illingworth is the
Managing Partner of United Opportunities, LLC, and the company was formed in 2017 in overseeing the purchases of multiple cannabis
farms in the Humboldt, Adelanto, Needles, Nipton, Cal City, and Searchlight areas of California and Nevada. The company currently
cultivates medical grade crops on a grand scale and supply product to all the major manufacturers and extraction companies in
the industry. Future plans are to expand the company and distribute internationally through attaining cultivation centers in Canada,
Europe and Australia. United Opportunities is currently opening an office and showroom in Las Vegas, NV which will round out its
current operating platforms in New York, Florida, and San Diego, California.
15.
SUBSEQUENT EVENTS
Subsequent
Issuances
On
March 27, 2020, 3,476 shares of common stock were issued due to rounding in conjunction with the reverse stock split.
On
April 16, 2020, the holder of a convertible note converted a total of $1,600 of principal into 219,178 shares of our common stock.
On
April 20, 2020, 4,036 shares of Preferred Series A stock was converted in to 225,768 shares of common stock.
On
April 22, 2020, the holder of a convertible note converted a total of $1,600 of principal into 219,178 shares of our common stock.
On
April 28, 2020, the holder of a convertible note converted a total of $1,500 of principal into 254,237 shares of our common stock.
On
April 30, 2020, 2.445 shares of Preferred Series A stock was converted in to 271,764 shares of common stock.
On
April 30, 2020, 108,659 shares of Preferred Series A stock was converted in to 194,499,000 shares of common stock.
On
May 1, 2020, the holder of a convertible note converted a total of $1,100 of principal into 250,000 shares of our common stock.
On
May 4, 2020, 13,966 shares of Preferred Series A stock was converted in to 4,999,800 shares of common stock.
On
May 5, 2020, the holder of a convertible note converted a total of $12,500 of principal into 3,955,696 shares of our common stock.
On
May 6, 2020, the holder of a convertible note converted a total of $12,000 of principal into 2,727,272 shares of our common stock.
On
May 6, 2020, the holder of a convertible note converted a total of $20,000 of principal and $790 in accrued interest into 4,158,000
shares of our common stock.
Convertible
Notes and Agreements
On
February 4, 2020, the Company entered in a Convertible Promissory Note with Coventry Enterprises in the amount of $40,000. The
note is unsecured, bears interest at 10% per annum, and matures on February 4,2021.
On
March 5, 2020, the Company entered into an Assignment Agreement with Power Up Lending Group
LTD and Redstart Holdings Corp. Pursuant to the Agreement, Power Up sold,
transferred, and assigned two convertible notes dated May 13, 2019 and June 20,2019 in the amounts of $103,000 and $53,000, respectively,
for a purchase price of $150,000. The convertible notes permit the holder thereof to convert
the obligations thereunder into shares of common stock of Simlatus
at a 39% discount to the market price, subject to the limitation that the
holder may not convert any Note if as a result of such conversion it would be
the beneficial owner of more than 4.99% of the
common stock of Simlatus.
On
April 29, 2020, the Company entered into an Assignment Agreement with GPL Ventures LLC and
Optempus Investments, LLC. Pursuant to the Agreement, Optempus sold, transferred, and assigned a convertible note dated
September 4, 2019 in the amount of $25,000, for a purchase price of $25,958. The convertible
note bears interest at 10% per annum and matures on April 29, 2021.
The
Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional subsequent events
to disclose.