NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2020
(Unaudited)
1.
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
and Description of Business
Currently
the company owns and operates three distinct businesses that produce revenue. These businesses include Prosecere Bioscience, Inc.,
Satel Group Inc., and Simlatus Corporation.
Proscere
Bioscience Inc., a wholly owned subsidiary, manufactures and distributes CBD ancillary equipment used for cannabis extraction
and growing industries. As the first commercial industry standard cold-water CBD extraction system for medical grade cannabis
utilization, along with aeroponic commercial grade technology control containers for government food-safety programs, commercial
and medical grade CBD; Proscere Bioscience will be the companys flag-ship business in 2021.
Simlatus
Corporation, formerly RJM and Associates, has been selling its audio/video systems for almost 20 years and currently manufactures
its own proprietary systems for the major broadcast studios, such as Warner Bros., Fox News, CBS, and DirecTV. Its video technology
is the major system used for underwater oil exploration in the world. These are very niche products and not sold as mass-consumer
products.
Satel
Group, Inc., a wholly owned subsidiary, has been in business for approximately 20 years and is the premier provider of DirecTV
to high-rise apartments, condominiums and large commercial office buildings in the San Francisco metropolitan area and is now
expanding both their DirecTV and Internet services across the Bay Area.
On
March 9, 2016, the former company, Grid Petroleum Corp., entered into an Asset Purchase Agreement with RJM and Associates and
on March 25, 2016 changed its name to Simlatus Corporation. On November 13, 2018, Satel Group merged with Simlatus Corporation
Simlatus
Corporation was initially incorporated in the State of Nevada under the name Sunberta Resources Inc. on November 15, 2006, as
a mining and exploration of mineral claims business. On November 18, 2009, the Company changed its name to Grid Petroleum Corp.
and continued with the mining and exploration of mineral claims in Alberta, Canada, Vancouver Island, British Columbia, England,
and the United States until March 9, 2016 when it ceased mining operations and did a reverse recapitalization of the Company with
RJM and Associates.
Financial
Statement Presentation
The
audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in
the United States of America (U.S. GAAP).
Reclassification
Certain
prior period amounts have been reclassified to conform to current period presentation.
Fiscal
Year End
In
conjunction with the closing of the Asset Purchase Agreement dated November 13, 2018, the Company changed its fiscal year from
March 31 to a calendar year end of December 31 to coincide with the fiscal year end of Satel Group Inc.
Use
of Estimates
The
preparation of the Companys financial statements in conformity with generally accepted accounting principles of United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.
Management
makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when
the financial statements are prepared. Actual results could differ from those estimates.
Cash
Equivalents
The
Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.
Leases
In
February 2016, the FASB issued ASU 2016-02, Leases Topic 842, which amends the guidance in former ASC Topic
840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by
lessees of right-of-use (ROU) assets and lease liabilities on the balance sheet for all leases longer than 12 months.
Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount,
timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating,
with classification affecting the pattern and classification of expense recognition in the income statement.
Revenue
Recognition and Related Allowances
The
Companys revenues are derived primarily by broadcast products. On January 1, 2018, we adopted Accounting Standards Update
No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting
Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January
1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements
and there was no adjustment to beginning retained earnings on January 1, 2018.
Under
Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount
that reflects the consideration we expect to be entitled to in exchange for those goods or services.
We
determine revenue recognition through the following steps:
|
●
|
identification
of the contract, or contracts, with a customer;
|
|
|
|
|
●
|
identification
of the performance obligations in the contract;
|
|
|
|
|
●
|
determination
of the transaction price;
|
|
|
|
|
●
|
allocation
of the transaction price to the performance obligations in the contract; and
|
|
|
|
|
●
|
recognition
of revenue when, or as, we satisfy a performance obligation.
|
Accounts
Receivable and Allowance for Doubtful Accounts
Accounts
receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are
provided based on historical experience and managements evaluation of outstanding accounts receivable. Management evaluates
past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts
at June 30, 2020 and December 31, 2019 is $0.
Accounts
Payable and Accrued Expenses
Accounts
payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company
prior to the end of the fiscal year that are unpaid and arise when the Company becomes obliged to make future payments in respect
of the purchase of these goods and services.
Loss
Per Share
Basic
loss per share of common stock is computed by dividing the net loss by the weighted average number of common shares outstanding
during the period after giving retroactive effect to the reverse stock split affected on December 18, 2019 (see Note 10).
Inventories
Inventories
are stated at the lower of cost, computed using the first-in, first-out method and net realizable value. Any adjustments to reduce
the cost of inventories to their net realizable value are recognized in earnings in the current period.
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly
transaction between market participants at the measurement date and in the principal or most advantageous market for that asset
or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset
or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration
of non-performance risk including our own credit risk.
In
addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value
hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which
inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three
levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety.
These
levels are:
Level
1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
Level
2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the
market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level
3 - inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants
would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include
option pricing models, discounted cash flow models, and similar techniques.
The
following table represents the Companys financial instruments that are measured at fair value on a recurring basis as of
June 30, 2020 and December 31, 2019 for each fair value hierarchy level:
June 30, 2020
|
|
Derivative Liabilities
|
|
|
Total
|
|
Level I
|
|
$
|
—
|
|
|
$
|
—
|
|
Level II
|
|
$
|
—
|
|
|
$
|
—
|
|
Level III
|
|
$
|
2,830,186
|
|
|
$
|
2,830,186
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Derivative Liabilities
|
|
|
Total
|
|
Level I
|
|
$
|
—
|
|
|
$
|
—
|
|
Level II
|
|
$
|
—
|
|
|
$
|
—
|
|
Level III
|
|
$
|
3,168,799
|
|
|
$
|
3,168,799
|
|
In
managements opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value
as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current
market. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, exchange
or credit risks arising from these financial instruments. As of June 30, 2020 and December 31, 2019, the balances reported for
cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of
their short maturities.
Income
Taxes
The
Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts
of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized
in operations in the year of change. A valuation allowance is recorded when it is more likely-than-not that a deferred
tax asset will not be realized.
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.
Recent
Accounting Pronouncements
In
June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments. The guidance requires companies to measure credit losses utilizing a methodology that reflects
expected credit losses and requires the consideration of a broader range of reasonable and supportable information to inform credit
loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within
those fiscal years. The Company is evaluating the impact of the new standard.
2.
GOING CONCERN
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2020,
the Company has a shareholders deficit of $16,814,398 since its inception, working capital deficit of $5,968,933, negative
cash flows from operations, and has limited business operations, which raises substantial doubt about the Companys ability
to continue as going concern. The ability of the Company to meet its commitments as they become payable is dependent on the ability
of the Company to obtain necessary financing or achieving a profitable level of operations. There is no assurance the Company
will be successful in achieving these goals.
The
Company does not have sufficient cash to fund its desired research and development objectives for its augmented/virtual reality
product development for the next 12 months. The Company has arranged financing and intends to utilize the cash received to fund
the research and development project. This financing may be insufficient to fund expenditures or other cash requirements required
to complete the product design for the augmented/virtual reality markets. There can be no assurance the Company will be successful
in completing any new product development. The Company plans to seek additional financing if necessary, in private or public equity
offering(s) to secure future funding for operations. There can be no assurance the Company will be successful in raising additional
funding. If the Company is not able to secure additional funding, the implementation of the Companys business plan will
be impaired. There can be no assurance that such additional financing will be available to the Company on acceptable terms or
at all.
These
financial statements do not give effect to adjustments to the amounts and classification to assets and liabilities that would
be necessary should the Company be unable to continue as a going concern.
3.
ACCRUED EXPENSES
As
of June 30, 2020 and December 31, 2019, accrued expenses were comprised of the following:
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Accrued expenses
|
|
|
|
|
|
|
|
|
Credit cards
|
|
$
|
8,927
|
|
|
$
|
8,282
|
|
Customer deposits
|
|
|
18,307
|
|
|
|
18,307
|
|
Deferred payroll taxes
|
|
|
6,026
|
|
|
|
|
|
Employee liabilities
|
|
|
7,612
|
|
|
|
7,612
|
|
Sales tax payable
|
|
|
1,936
|
|
|
|
1,416
|
|
Short-term loans
|
|
|
3,000
|
|
|
|
3,000
|
|
Total accrued expenses
|
|
$
|
45,808
|
|
|
$
|
38,617
|
|
|
|
|
|
|
|
|
|
|
Accrued interest
|
|
|
|
|
|
|
|
|
Interest on notes payable
|
|
$
|
157,562
|
|
|
$
|
111,326
|
|
Interest on short-term loans
|
|
|
1,415
|
|
|
|
|
|
Interest on accrued wages
|
|
|
327,428
|
|
|
|
263,113
|
|
Total accrued interest
|
|
$
|
486,405
|
|
|
$
|
374,439
|
|
|
|
|
|
|
|
|
|
|
Accrued wages
|
|
$
|
1,343,323
|
|
|
$
|
1,184,455
|
|
4.
CONVERTIBLE NOTES PAYABLE
As
of June 30, 2020 and December 31, 2019, notes payable were comprised of the following:
|
|
Original
|
|
Due
|
|
Interest
|
|
Conversion
|
|
June 30,
|
|
|
December 31,
|
|
|
|
Note Date
|
|
Date
|
|
Rate
|
|
Rate
|
|
2020
|
|
|
2019
|
|
Armada Investment #2*
|
|
5/30/2019
|
|
2/29/2020
|
|
18%
|
|
Variable
|
|
$
|
27,500
|
|
|
$
|
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
|
|
|
9,150
|
|
|
|
18,150
|
|
BHP Capital NY #3*
|
|
3/26/2019
|
|
3/26/2020
|
|
24%
|
|
Variable
|
|
|
3,000
|
|
|
|
28,600
|
|
BHP Capital NY #4*
|
|
4/9/2019
|
|
1/9/2020
|
|
18%
|
|
Variable
|
|
|
46,000
|
|
|
|
46,000
|
|
BHP Capital NY #6*
|
|
5/30/2019
|
|
2/29/2020
|
|
18%
|
|
Variable
|
|
|
27,500
|
|
|
|
27,500
|
|
BHP Capital NY #7
|
|
7/22/2019
|
|
7/22/2020
|
|
8%
|
|
Variable
|
|
|
37,950
|
|
|
|
37,950
|
|
BHP Capital NY #8
|
|
8/7/2019
|
|
8/7/2020
|
|
8%
|
|
Variable
|
|
|
33,000
|
|
|
|
33,000
|
|
BHP Capital NY #9
|
|
12/20/2019
|
|
12/20/2020
|
|
12%
|
|
Variable
|
|
|
19,000
|
|
|
|
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
|
|
24%
|
|
Variable
|
|
|
4,553
|
|
|
|
38,691
|
|
Coventry #4
|
|
2/4/2020
|
|
2/4/2021
|
|
10%
|
|
Variable
|
|
|
40,000
|
|
|
|
|
|
Emunah Funding #4*
|
|
10/20/2018
|
|
7/20/2019
|
|
24%
|
|
Variable
|
|
|
2,990
|
|
|
|
2,990
|
|
Emunah Funding #8*
|
|
1/31/2019
|
|
1/31/2020
|
|
24%
|
|
Variable
|
|
|
33,652
|
|
|
|
33,652
|
|
Fourth Man #2*
|
|
10/26/2018
|
|
7/20/2019
|
|
24%
|
|
Variable
|
|
|
8,257
|
|
|
|
8,257
|
|
Fourth Man #4*
|
|
4/23/2019
|
|
4/23/2020
|
|
10%
|
|
Variable
|
|
|
16,865
|
|
|
|
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
|
|
|
|
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
|
|
GPL Ventures #2*
|
|
5/20/2020
|
|
6/15/2020
|
|
10%
|
|
Variable
|
|
|
3,841
|
|
|
|
|
|
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
|
|
|
|
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
|
|
18%
|
|
Variable
|
|
|
4,000
|
|
|
|
27,500
|
|
Jefferson St Capital #6*
|
|
6/21/2019
|
|
3/21/2020
|
|
18%
|
|
Variable
|
|
|
27,500
|
|
|
|
27,500
|
|
Jefferson St Capital #7*
|
|
8/20/2019
|
|
5/20/2020
|
|
18%
|
|
Variable
|
|
|
38,500
|
|
|
|
38,500
|
|
Jefferson St Capital #8
|
|
12/20/2019
|
|
12/20/2020
|
|
12%
|
|
Variable
|
|
|
19,000
|
|
|
|
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
|
|
22%
|
|
Variable
|
|
|
6,500
|
|
|
|
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
|
|
Power Up Lending #4
|
|
5/18/2020
|
|
5/18/2021
|
|
10%
|
|
Variable
|
|
|
16,000
|
|
|
|
|
|
Power Up Lending #5
|
|
6/15/2020
|
|
6/15/2021
|
|
10%
|
|
Variable
|
|
|
43,000
|
|
|
|
|
|
Power Up Lending #6
|
|
6/24/2020
|
|
6/24/2021
|
|
10%
|
|
Variable
|
|
|
33,000
|
|
|
|
|
|
Redstart Holdings*
|
|
3/5/2020
|
|
6/20/2020
|
|
22%
|
|
Variable
|
|
|
36,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
791,133
|
|
|
|
1,101,330
|
|
Less debt discount
|
|
|
|
|
(141,536
|
)
|
|
|
(394,795
|
)
|
Notes payable,
net of discount
|
|
|
|
$
|
649,597
|
|
|
$
|
706,535
|
|
|
*
|
As
of June 30, 2020, the balance of notes payable that are in default is $312,639.
|
Armada
Investment Fund LLC
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 $27,500 has been amortized to the statement of operations. As of June 30, 2020, the
note had a principal balance of $27,500 and accrued interest of $3,312. 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
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 $37,950 has been amortized to the statement
of operations. During the six months ended June 30, 2020, the Company issued 55,597,416 common shares upon the conversion of principal
in the amount of $37,500, accrued interest of $2,719, and conversion fees of $3,600. As of June 30, 2020, 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
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 $9,025 has been amortized to the statement
of operations. The debt discount and transaction fee interest had a balance at June 30, 2020 of $7,885. During the six months
ended June 30, 2020, the Company issued 24,218,648 common shares upon the conversion of principal in the amount of $9,000, accrued
interest of $819, and conversion fees of $1,200. As of June 30, 2020, the note had a principal balance of $9,150 and accrued interest
of $2.
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
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 $28,600 has been amortized to the statement of operations.
During the six months ended June 30, 2020, the Company issued 65,517,241 common shares upon the conversion of principal in the
amount of $25,600, and conversion fees of $1,000. As of June 30, 2020, the note had a principal balance of $3,000 and accrued
interest of $4,058. 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 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 $55,000 has been amortized to the statement of operations. During the year ended
December 31, 2020, 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 June 30, 2020, the note had a principal balance of $46,000 and accrued interest
of $5,171. 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 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 $27,500 has been amortized to the statement of operations. As of June 30, 2020, the note had a principal balance
of $27,500 and accrued interest of $3,312. 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
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 $35,670 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at June 30, 2020 of $2,280. As of June 30, 2020, the note had a principal
balance of $37,950 and accrued interest of $2,861.
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 $29,573 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at June 30, 2020 of $3,427. As of June 30, 2020, the note had a principal
balance of $33,000 and accrued interest of $2,372.
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 $10,019 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at June 30, 2020 of $8,981. As of June 30, 2020, the note had a principal
balance of $19,000 and accrued interest of $1,207.
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 June 30, 2020, the note had a principal balance of $80,400 and accrued interest of $16,757. 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 May 31, 2020, and is convertible into common stock at 61% multiplied by the lowest trading price during the 20-day
trading period including the conversion date. During the three month period ended March 31, 2020, the Company recorded a default
penalty of $38,691. The Company recorded a debt discount from the derivative equal to $101,925 due to this conversion feature,
and $101,925 has been amortized to the statement of operations. 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. During the six months
ended June 30, 2020, the Company issued 112,000,000 common shares upon the conversion of principal in the amount of $72,804, accrued
interest of $8,809, and conversion fees of $2,415. As of June 30, 2020, the note had a principal balance of $4,553.
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 4, 2020, the Company issued a convertible note to Coventry Enterprises for $40,000, of which $37,500 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 February 4, 2021, and is convertible into common stock at 60% multiplied by the lowest trading price during
the 20-day trading period prior to the conversion date. The Company recorded a debt discount from the derivative equal to $40,000
due to this conversion feature, and $19,891 has been amortized to the statement of operations. The debt discount and transaction
fee interest had a balance at June 30, 2020 of $20,109. As of June 30, 2020, the note had a principal balance of $40,000 and accrued
interest of $1,995.
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 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 June 30, 2020, the note has converted $13,450 of principal and $4,918 of interest into 7,145
shares of common stock. As of June 30, 2020, the note had a principal balance of $2,990 and accrued interest of $718. 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
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 $33,000 has been
amortized to the statement of operations. Pursuant to the default terms of the note, the Company entered late filing penalties
of $50,652. During the year ended June 30, 2020, the Company made cash payments of $50,000. As of June 30, 2020, the note had
a principal balance of $33,652 and accrued interest of $6,122.
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
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 June 30, 2020, the note had a principal
balance of $8,257 and accrued interest of $3,206. 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 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,
which has been amortized to the statement of operations. 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 June 30, 2020, the note had a principal balance of $16,865
and accrued interest of $2,423.
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, which has been amortized to the statement of operations.
During the six months ended June 30, 2020, the Company issued 89,447,039 common shares upon the conversion of principal in the
amount of $37,950, accrued interest of $2,837 and conversion fees of $3,600. As of June 30, 2020, 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
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 $15,532 has been amortized to the statement of operations.
The debt discount and transaction fee interest had a balance at June 30, 2020 of $2,068. As of June 30, 2020, the note had a principal
balance of $17,600 and accrued interest of $1,246.
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, which has been amortized to the statement of operations.
During the six months ended June 30, 2020, the Company issued 30,896,663 common shares upon the conversion of principal in the
amount of $27,500, accrued interest of $1,477, and conversion fees of $2,400. As of June 30, 2020, 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
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, which has been amortized to the statement of operations.
During the six months ended June 30, 2020, the Company issued 15,008,658 common shares upon the conversion of principal in the
amount of $16,500, accrued interest of $1,010 and conversion fees of $500. As of June 30, 2020, 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.
GPL
Ventures LLC
On
April 29, 2020, the Company accepted and agreed to an Assignment Agreement, whereby GPL Ventures acquired $25,000 of principal
and $958 in accrued interest from one note with Optempus Investments, LLC. The note bears interest at 10%, matured on April 4,
2020, and is convertible into % 55 the lowest trading price of the 20 trading day period ending on the latest complete day prior
to the date of conversion. During the six months ended June 30, 2020, the Company issued 21,631,275 common shares upon the conversion
of principal in the amount of $25,958. As of June 30, 2020, the note had an accrued interest balance of $120. The note is currently
in default.
On
May 20, 2020, the Company accepted and agreed to an Assignment Agreement, whereby GPL Ventures acquired $45,000 of principal,
$2,664 in debt discounts, and $2,290 in accrued interest from two notes with Optempus Investments, LLC. The note bears interest
at 10%, matures on June 15, 2020, and is convertible into 55% of the lowest trading price of the 20 trading day period ending
on the latest complete day prior to the date of conversion. During the six months ended June 30, 2020, the Company issued 73,000,000
common shares upon the conversion of principal in the amount of $43,450, and the debt discount of $2,664 has been amortized to
the statement of operations. As of June 30, 2020, the note had a principal balance of $3,841 and accrued interest of $338. The
note is currently in default.
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 June 30, 2020, the
note had a principal balance of $150,875 and accrued interest of $58,138.
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.
Jefferson
Street Capital LLC
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 June 30, 2020, 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, which has been amortized to the statement of operations. 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. During the six months ended June 30, 2020, the Company issued 33,860,373 common shares upon the conversion
of principal in the amount of $44,400, accrued interest of $2,200 and conversion fees of $1,500. As of June 30, 2020, 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, which has been amortized to the statement of operations. During the six months ended June
30, 2020, the Company issued 43,076,923 common shares upon the conversion of principal in the amount of $, 23,500, accrued and
conversion fees of $1,500. As of June 30, 2020, the note had a principal balance of $4,000 and accrued interest of $3,282. 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
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, which has been amortized to the statement of operations. As of June 30, 2020,
the note had a principal balance of $27,500 and accrued interest of $3,037. 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
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, which has been amortized to the statement of operations. As of June 30, 2020,
the note had a principal balance of $38,500 and accrued interest of $3,106.
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 $10,019 has been amortized to the statement of operations. The debt discount
and transaction fee interest had a balance at June 30, 2020 of $8,981. As of June 30, 2020, the note had a principal balance of
$19,000 and accrued interest of $1,207.
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, which has been amortized to the statement of operations. On April 29, 2020, the principal
amount of $25,000, and interest of $958 was reassigned to GPL Ventures LLC. As of June 30, 2020, 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
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, which has been amortized to the statement of operations. On May 20, 2020, the principal
amount of $20,000, and interest of $1,395 was reassigned to GPL Ventures LLC. As of June 30, 2020, 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 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 $22,336 has been amortized to the statement
of operations. On May 20, 2020, the principal amount of $25,000, debt discount of $2,664 and interest of $896 was reassigned to
GPL Ventures LLC. As of June 30, 2020, 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.
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, which has been amortized to the statement of operations. 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 June 30, 2020, the
note has a principal balance of $6,500 and accrued interest of $8,803. 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 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. During the six
months ended June 30, 2020, the Company entered a default penalty of $103,000. On March 5, the principal amount of $206,000, debt
discount and transaction fee interest of $37,710 and interest of $14,115 was reassigned to Redstart Holdings Corp. As of June
30, 2020, 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
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 June 20, 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. During
the six months ended June 30, 2020, the Company entered a default penalty of $53,000. On March 5, the principal amount of $106,000,
debt discount and transaction fee interest of $24,908 and interest of $6,769 was reassigned to Redstart Holdings Corp. As of June
30, 2020, 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 18, 2020, the Company issued a convertible note to Power Up Lending Group Ltd. for $16,000, of which $15,600 was paid to settle
accounts payable, and $400 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an
event of default), matures on May 18, 2021, 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 $16,000 due to this conversion feature, and $1,885. The debt discount and transaction fee interest had a balance
at June 30, 2020 of $14,115. As of June 30, 2020, the note had a principal balance of $16,000 and accrued interest of $188.
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 15, 2020, the Company issued a convertible note to Power Up Lending Group Ltd. for $43,000, of which $40,000 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 June 15, 2021, 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 $43,000 due to this conversion feature, and $1,767 has been amortized to the statement of operations. The
debt discount and transaction fee interest had a balance at June 30, 2020 of $41,233. As of June 30, 2020, the note had a principal
balance of $43,000 and accrued interest of $177.
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 24, 2020, the Company issued a convertible note to Power Up Lending Group Ltd. for $33,000, of which $30,000 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 June 24, 2021, 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 $43,000 due to this conversion feature, and $542 has been amortized to the statement of operations. The debt
discount and transaction fee interest had a balance at June 30, 2020 of $32,458. As of June 30, 2020, the note had a principal
balance of $33,000 and accrued interest of $54.
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.
Redstart
Holdings Corp.
On
March 5, 2020, the Company accepted and agreed to a Assignment Agreement, whereby Redstart Holdings Corp. acquired $156,000 of
principal, $156,000 in penalties, $62,618 in debt discount and financing costs, and $20,884 in accrued interest from two notes
with Power Up Lending Group Ltd. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures
on June 20, 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 an additional debt discount from the derivative equal
to the amount of $156,000 due to this conversion feature, which has been amortized to the statement of operations. During the
six months ended June 30, 2020, the Company issued 269,534,365 common shares upon the conversion of principal in the amount of
$275,500, and accrued interest of $5,150. As of June 30, 2020, the note had a principal balance of $36,500 and accrued interest
of $24,351.
Convertible
Note Conversions
During
the six months ended June 30, 2020, the Company issued the following shares of common stock upon the conversions of portions of
the Convertible Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
|
Interest
|
|
|
Total
|
|
|
Conversion
|
|
|
Shares
|
|
|
|
Date
|
|
Conversion
|
|
|
Conversion
|
|
|
Conversion
|
|
|
Price
|
|
|
Issued
|
|
|
Issued to
|
04/16/20
|
|
|
1,600.00
|
|
|
|
|
|
|
$
|
1,600
|
|
|
|
0.0073
|
|
|
|
219,178
|
|
|
Redstart Holdings
|
04/22/20
|
|
|
1,600.00
|
|
|
|
|
|
|
|
1,600
|
|
|
|
0.0073
|
|
|
|
219,178
|
|
|
Redstart Holdings
|
04/28/20
|
|
|
1,500.00
|
|
|
|
|
|
|
|
1,500
|
|
|
|
0.0059
|
|
|
|
254,237
|
|
|
Redstart Holdings
|
05/01/20
|
|
|
1,100.00
|
|
|
|
|
|
|
|
1,100
|
|
|
|
0.0044
|
|
|
|
250,000
|
|
|
Redstart Holdings
|
05/05/20
|
|
|
12,500.00
|
|
|
|
|
|
|
|
12,500
|
|
|
|
0.0032
|
|
|
|
3,955,696
|
|
|
GPL Ventures
|
05/06/20
|
|
|
12,000.00
|
|
|
|
|
|
|
|
12,000
|
|
|
|
0.0044
|
|
|
|
2,727,272
|
|
|
Redstart Holdings
|
05/14/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0000
|
|
|
|
6,460,971
|
|
|
GPL Ventures
|
05/19/20
|
|
|
13,457.53
|
|
|
|
|
|
|
|
13,458
|
|
|
|
0.0012
|
|
|
|
11,214,608
|
|
|
GPL Ventures
|
05/20/20
|
|
|
12,744.36
|
|
|
|
7,385.64
|
|
|
|
20,130
|
|
|
|
0.0018
|
|
|
|
11,000,000
|
|
|
Coventry
|
06/03/20
|
|
|
22,600.00
|
|
|
|
|
|
|
|
22,600
|
|
|
|
0.0021
|
|
|
|
10,761,905
|
|
|
Redstart Holdings
|
06/05/20
|
|
|
34,650.00
|
|
|
|
|
|
|
|
34,650
|
|
|
|
0.0017
|
|
|
|
21,000,000
|
|
|
GPL Ventures
|
06/05/20
|
|
|
18,000.00
|
|
|
|
|
|
|
|
18,000
|
|
|
|
0.0021
|
|
|
|
8,624,708
|
|
|
Jefferson St Cap
|
06/05/20
|
|
|
21,500.00
|
|
|
|
|
|
|
|
21,500
|
|
|
|
0.0020
|
|
|
|
10,750,000
|
|
|
Redstart Holdings
|
06/08/20
|
|
|
19,192.31
|
|
|
|
937.69
|
|
|
|
20,130
|
|
|
|
0.0018
|
|
|
|
11,000,000
|
|
|
Coventry
|
06/08/20
|
|
|
22,800.00
|
|
|
|
|
|
|
|
22,800
|
|
|
|
0.0018
|
|
|
|
13,333,333
|
|
|
Fourth Man
|
06/08/20
|
|
|
21,500.00
|
|
|
|
|
|
|
|
21,500
|
|
|
|
0.0020
|
|
|
|
10,750,000
|
|
|
Redstart Holdings
|
06/09/20
|
|
|
21,500.00
|
|
|
|
|
|
|
|
21,500
|
|
|
|
0.0020
|
|
|
|
10,750,000
|
|
|
Redstart Holdings
|
06/09/20
|
|
|
21,500.00
|
|
|
|
|
|
|
|
21,500
|
|
|
|
0.0020
|
|
|
|
10,750,000
|
|
|
Redstart Holdings
|
06/10/20
|
|
|
16,500.00
|
|
|
|
1,010.39
|
|
|
|
17,510
|
|
|
|
0.0012
|
|
|
|
15,008,658
|
|
|
Fourth Man
|
06/11/20
|
|
|
14,500.00
|
|
|
|
|
|
|
|
14,500
|
|
|
|
0.0019
|
|
|
|
7,957,559
|
|
|
Jefferson St Cap
|
06/11/20
|
|
|
18,300.00
|
|
|
|
|
|
|
|
18,300
|
|
|
|
0.0017
|
|
|
|
10,764,706
|
|
|
Redstart Holdings
|
06/12/20
|
|
|
18,950.00
|
|
|
|
2,686.65
|
|
|
|
21,637
|
|
|
|
0.0012
|
|
|
|
19,518,506
|
|
|
Armada
|
06/12/20
|
|
|
8,800.00
|
|
|
|
|
|
|
|
8,800
|
|
|
|
0.0009
|
|
|
|
10,000,000
|
|
|
GPL Ventures
|
06/12/20
|
|
|
14,000.00
|
|
|
|
|
|
|
|
14,000
|
|
|
|
0.0013
|
|
|
|
10,769,231
|
|
|
Redstart Holdings
|
06/15/20
|
|
|
11,800.00
|
|
|
|
|
|
|
|
11,800
|
|
|
|
0.0011
|
|
|
|
10,727,273
|
|
|
Redstart Holdings
|
06/16/20
|
|
|
13,575.00
|
|
|
|
|
|
|
|
13,575
|
|
|
|
0.0006
|
|
|
|
23,452,381
|
|
|
Fourth Man
|
06/16/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0000
|
|
|
|
42,000,000
|
|
|
GPL Ventures
|
06/16/20
|
|
|
11,900.00
|
|
|
|
2,200.00
|
|
|
|
14,100
|
|
|
|
0.0008
|
|
|
|
17,278,106
|
|
|
Jefferson St Cap
|
06/16/20
|
|
|
10,700.00
|
|
|
|
|
|
|
|
10,700
|
|
|
|
0.0010
|
|
|
|
10,700,000
|
|
|
Redstart Holdings
|
06/17/20
|
|
|
10,000.00
|
|
|
|
20.82
|
|
|
|
10,021
|
|
|
|
0.0007
|
|
|
|
16,440,765
|
|
|
Armada
|
06/17/20
|
|
|
15,739.83
|
|
|
|
272.67
|
|
|
|
16,013
|
|
|
|
0.0006
|
|
|
|
25,000,000
|
|
|
Coventry
|
06/17/20
|
|
|
9,100.00
|
|
|
|
|
|
|
|
9,100
|
|
|
|
0.0009
|
|
|
|
10,705,882
|
|
|
Redstart Holdings
|
06/17/20
|
|
|
9,100.00
|
|
|
|
|
|
|
|
9,100
|
|
|
|
0.0009
|
|
|
|
10,705,882
|
|
|
Redstart Holdings
|
06/19/20
|
|
|
13,950.00
|
|
|
|
|
|
|
|
13,950
|
|
|
|
0.0005
|
|
|
|
31,562,500
|
|
|
Fourth Man
|
06/19/20
|
|
|
6,600.00
|
|
|
|
5,150.00
|
|
|
|
11,750
|
|
|
|
0.0007
|
|
|
|
17,537,313
|
|
|
Redstart Holdings
|
06/22/20
|
|
|
12,250.00
|
|
|
|
|
|
|
|
12,250
|
|
|
|
0.0007
|
|
|
|
20,000,000
|
|
|
Jefferson St Cap
|
06/22/20
|
|
|
12,200.00
|
|
|
|
|
|
|
|
12,200
|
|
|
|
0.0006
|
|
|
|
20,000,000
|
|
|
Redstart Holdings
|
06/23/20
|
|
|
9,000.00
|
|
|
|
11.84
|
|
|
|
9,012
|
|
|
|
0.0005
|
|
|
|
19,638,145
|
|
|
Armada
|
06/24/20
|
|
|
7,500.00
|
|
|
|
|
|
|
|
7,500
|
|
|
|
0.0004
|
|
|
|
19,704,433
|
|
|
BHP Capital
|
06/24/20
|
|
|
14,806.38
|
|
|
|
138.62
|
|
|
|
14,945
|
|
|
|
0.0004
|
|
|
|
35,000,000
|
|
|
Coventry
|
06/24/20
|
|
|
10,425.00
|
|
|
|
2,836.51
|
|
|
|
13,262
|
|
|
|
0.0004
|
|
|
|
34,432,158
|
|
|
Fourth Man
|
06/24/20
|
|
|
10,400.00
|
|
|
|
|
|
|
|
10,400
|
|
|
|
0.0005
|
|
|
|
20,000,000
|
|
|
Redstart Holdings
|
06/25/20
|
|
|
10,400.00
|
|
|
|
|
|
|
|
10,400
|
|
|
|
0.0005
|
|
|
|
20,000,000
|
|
|
Redstart Holdings
|
06/26/20
|
|
|
4,700.00
|
|
|
|
1,476.60
|
|
|
|
6,177
|
|
|
|
0.0004
|
|
|
|
17,563,330
|
|
|
Fourth Man
|
06/26/20
|
|
|
10,400.00
|
|
|
|
|
|
|
|
10,400
|
|
|
|
0.0005
|
|
|
|
20,000,000
|
|
|
Redstart Holdings
|
06/29/20
|
|
|
9,000.00
|
|
|
|
819.48
|
|
|
|
9,819
|
|
|
|
0.0005
|
|
|
|
24,218,648
|
|
|
Armada
|
06/29/20
|
|
|
18,100.00
|
|
|
|
|
|
|
|
18,100
|
|
|
|
0.0004
|
|
|
|
45,812,808
|
|
|
BHP Capital
|
06/29/20
|
|
|
10,345.34
|
|
|
|
49.68
|
|
|
|
10,395
|
|
|
|
0.0004
|
|
|
|
30,000,000
|
|
|
Coventry
|
06/29/20
|
|
|
11,250.00
|
|
|
|
|
|
|
|
11,250
|
|
|
|
0.0005
|
|
|
|
23,076,923
|
|
|
Jefferson St Cap
|
06/29/20
|
|
|
10,400.00
|
|
|
|
|
|
|
|
10,400
|
|
|
|
0.0005
|
|
|
|
20,000,000
|
|
|
Redstart Holdings
|
06/30/20
|
|
|
15,700.00
|
|
|
|
|
|
|
|
15,700
|
|
|
|
0.0005
|
|
|
|
30,192,308
|
|
|
Redstart Holdings
|
Total conversions
|
|
|
640,136
|
|
|
|
24,997
|
|
|
|
665,132
|
|
|
|
|
|
|
|
833,788,601
|
|
|
|
Loss on conversion
|
|
|
|
|
|
|
|
|
|
|
86,902
|
|
|
|
|
|
|
|
|
|
|
|
Conversion fees
|
|
|
|
|
|
|
|
|
|
|
17,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
640,136
|
|
|
$
|
24,997
|
|
|
$
|
769,749
|
|
|
|
|
|
|
|
833,788,601
|
|
|
|
5.
LOANS PAYABLE
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 six months ended June 30, 2020, the Company recorded payments of $2,000.
As
of June 30, 2020 and December 31, 2019, the principal balance owed to Direct Capital Group was $14,500 and $16,500, respectively.
On
May 3, 2020, the Company, was granted a loan (the Loan) from Bank of America. in the amount of $72,920, pursuant
to the Paycheck Protection Program (the PPP) under Division A, Title I of the CARES Act, which was enacted March
27, 2020.
The
Loan, which was in the form of a Note dated May 3, 2020 issued by the Borrower, matures on May 3, 2022 and bears interest at a
rate of 1% per annum, payable monthly commencing on November 3, 2020. The Note may be prepaid by the Borrower at any time prior
to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group
health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations. The Company intends to use the
entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are
used for qualifying expenses as described in the CARES Act.
During
the six months ended June 30, 2020, the Company recorded accrued interest of $1,414 on the PPP loan.
6.
DERIVATIVE LIABILITIES
During
the six months ended June 30, 2020, 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 June 30, 2020 based on the lattice model.
The
following table represents the Companys derivative liability activity for the embedded conversion features for the year
ended June 30, 2020:
|
|
Notes
|
|
|
Warrants
|
|
|
Stock Payable
|
|
|
Total
|
|
Balance, beginning of period
|
|
$
|
1,631,390
|
|
|
$
|
3,804
|
|
|
$
|
1,533,605
|
|
|
$
|
3,168,799
|
|
Initial recognition of derivative liability
|
|
|
34,483,302
|
|
|
|
|
|
|
|
|
|
|
|
34,483,302
|
|
Derivative settlements
|
|
|
(2,631,259
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,631,259
|
)
|
Loss (gain) on derivative liability valuation
|
|
|
(32,410,107
|
)
|
|
|
23,550
|
|
|
|
195,901
|
|
|
|
(32,190,656
|
)
|
Balance, end of period
|
|
$
|
1,073,326
|
|
|
$
|
27,354
|
|
|
$
|
1,729,506
|
|
|
$
|
2,830,186
|
|
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 June 30, 2020:
|
|
Valuation data
|
Expected dividends
|
|
0%
|
Expected volatility
|
|
347%-1,033.64%
|
Expected term
|
|
.09 – 1 year
|
Risk free interest
|
|
.13%-.18%
|
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
|
|
495.34%-499.25%
|
Expected term
|
|
3.51 – 4.28 years
|
Risk free interest
|
|
.18%-.24%
|
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
|
|
761.16%
|
Expected term
|
|
1 year
|
Risk free interest
|
|
.16%
|
7.
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 six months ended June 30, 2020, the Company made payments of $3,500 to amounts due to related parties, and
$10,200 was advanced to the Company by related parties. As of June 30, 2020 and December 31, 2019, the Company owed related parties
$97,830 and $91,130, respectively. During the six months ended June 30, 2020, the Company recorded imputed interest of $6,873
to the statement of operations with a corresponding increase to additional paid in capital. As of June 30, 2020 and December 31,
2019, the Company recorded accounts payable due to related parties of $31,269 and $31,269, respectively.
8.
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.
During
the six months ended June 30, 2020, 122,233 shares of Convertible Series A Preferred stock were converted to 199,028,850 common
shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $99,632, which was recorded
to the statement of operations.
The
Series A Convertible Preferred Stock has been classified outside of permanent equity and liabilities 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 $10,494,797, which represents 5,863,015 Series A Preferred Stock at $1.79 per share, issued and outstanding
as of June 30, 2020, 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 outside of permanent equity and liabilities 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 June 30, 2020, 10,000,000 Series A Convertible Preferred shares and 45,750 Series C Convertible Preferred shares were authorized,
of which 5,863,015 Series A Convertible Preferred shares were issued and outstanding and 35,583 Series C Convertible Preferred
shares were issued and outstanding.
9.
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 June 30, 2020, 10,000,000 Series B Preferred shares were authorized, of which 500 shares were issued and outstanding.
10.
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.
On
March 27, 2020, 3,476 shares of common stock were issued due to rounding in conjunction with the reverse stock split.
On
June 5, 2020, 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 decrease the number of authorized
Common Shares from 10,000,000,000 to 2,000,000,000 shares at par value $0.00001 per share.
On
June 11, 2020, 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 2,000,000,000 to 5,000,000,000 shares at par value $0.00001 per share.
During
the six months ended June 30, 2020, 122,233 shares of Convertible Series A Preferred stock were converted to 199,028,850 common
shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $99,632, which was recorded
to the statement of operations.
During
the six months ended June 30, 2020, the holders of convertible notes converted a total of $655,132 of principal and interest,
and $17,715 in note fees, into 833,788,601 shares of common stock in accordance with the conversion terms. The issuances resulted
in a loss on conversion of $86,902 and settled $2,631,259 worth of derivative liabilities which was recorded to additional paid
in capital.
As
of June 30, 2020, 5,000,000,000 common shares, par value $0.00001, were authorized, of which 1,037,345,278 shares were issued
and outstanding.
11.
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.
Operating
loss carryforwards generated from inception through June 30,2020 of approximately $2,906,532 will begin to expire in 2034. The
Company applies a statutory income tax rate of 21%. Accordingly, deferred tax assets related to net operating loss carry-forwards
total approximately $610,372 at June 30, 2020.
|
12.
COMMITMENTS AND CONTINGENCIES
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.
To
date, the Company has established distribution relationships in the United States, Canada, and Europe. The company also
has purchase orders to fulfill 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
November 1, 2019, the Company renewed an 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 six months ended June 30, 2020, the Company recorded wages
of $22,500 in connection with this agreement.
On
November 1, 2019, the Company renewed an 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 six months ended June 30, 2020, the Company recorded wages
of $22,500 in connection with this agreement.
On
November 1, 2019, the Company renewed an Employee Agreement with Richard Hylen which appoints him as 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 six months ended June 30, 2020, the Company recorded wages of $60,000 and payments of $23,132, in connection with this
agreement.
On
January 9, 2020, the Company renewed an Employee Agreement with Baron Tennelle, which appoints him as Director of Simlatus
and President of Proscere Bioscience, Inc., a wholly owned subsidiary of Simlatus. 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 six
months ended June 30, 2020, the Company recorded wages of $22,500 in connection with this agreement.
On
February 19, 2020, the Company renewed an Employee Agreement with 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 six months
ended June 30, 2020, the Company recorded wages of $22,500 in connection with this agreement.
13.
SUBSEQUENT EVENTS
Convertible
Notes and Agreements
On
August 3, 2020, the Company entered in a Convertible Promissory Note with Fourth Man LLC in the amount of $27,500. The note is
unsecured, bears interest at 8% per annum, and matures on August 3, 2021.
Subsequent
Issuances
On
July 1, 2020, the holder of a convertible note converted a total of $23,100 of principal into 50,217,392 shares of our common
stock.
On
July 1, 2020, the holder of a convertible note converted a total of $16,146 of principal, interest, and fees into 35,484,737 shares
of our common stock.
On
July 1, 2020, the holder of a convertible note converted a total of $6,397 of principal, interest, and fees into 21,758,881 shares
of our common stock.
On
July 2, 2020, the holder of a convertible note converted a total of $20,081 of principal, interest, and fees into 47,812,803 shares
of our common stock.
On
July 2, 2020, the holder of a convertible note converted a total of $23,100 of principal and interest into 50,217,391 shares of
our common stock.
On
July 6, 2020, the holder of a convertible note converted a total of $7,127 of principal, interest, and fees into 13,706,192 shares
of our common stock.
On
July 7, 2020, the holder of a convertible note converted a total of $804 of interest into 2,009,375 shares of our common stock.
On
July 7, 2020, the holder of a convertible note converted a total of $15,269 of principal, interest, and fees into 39,815,732 shares
of our common stock.
On
July 7, 2020, the holder of a convertible note converted a total of $4,578 of principal and interest into 17,270,950 shares of
our common stock.
On
July 7, 2020, 6,266 shares of Preferred Series A stock was converted in to 37,386,667 shares of common stock.
On
July 7, 2020, 5,969 shares of Preferred Series A stock was converted in to 35,613,333 shares of common stock.
On
July 8, 2020, the holder of a convertible note converted a total of $25,601 of principal, interest, and fees into 71,324,065 shares
of our common stock.
On
July 9, 2020, the holder of a convertible note converted a total of $19,728 of principal, interest, and fees into 65,759,708 shares
of our common stock.
On
July 9, 2020, 20,300 shares of Preferred Series A stock was converted in to 74,084,000 shares of common stock.
On
July 10, 2020, the holder of a convertible note converted a total of $10,372 of principal, interest, and fees into 32,565,338
shares of our common stock.
On
July 15, 2020, 19,900 shares of Preferred Series A stock was converted in to 90,815,000 shares of common stock.
On
July 16, 2020, the holder of a convertible note converted a total of $17,541 of principal and interest into 89,954,923 shares
of our common stock.
On
July 16, 2020, the holder of a convertible note converted a total of $10,357 of principal, interest, and fees into 69,046,532
shares of our common stock.
On
July 17, 2020, 10,000 shares of Preferred Series A stock was converted in to 89,500,000 shares of common stock.
On
July 22, 2020, the holder of a convertible note converted a total of $7,009 of principal, interest, and fees into 35,941,262 shares
of our common stock.
On
July 29, 2020, 16,300 shares of Preferred Series A stock was converted in to 99,606,666 shares of common stock.
On
July 31, 2020, 6,031 shares of Preferred Series A stock was converted in to 107,954,900 shares of common stock.
On
August 4, 2020, the holder of a convertible note converted a total of $21,000 of principal and fees into 175,000,000 shares of
our common stock.
On
August 10, 2020, 14,500 shares of Preferred Series A stock was converted in to 113,883,587 shares of common stock.
On
August 11, 2020, the holder of a convertible note converted a total of $11,000 of principal and interest in to 112,820,513 shares
of our common stock.
The
Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional subsequent events
to disclose.