ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
In November 2015, the Company entered into an arrangement with a related party,
whereby the Company borrowed $25,000 in Convertible Notes. The Convertible Note
bears interest at a rate of 5% per annum and payable quarterly in arrears and
matures twelve months from the date of issuance, and is convertible into shares
of the Company's common stock at a per share conversion price equal to $0.025.
The note was due on November 4, 2016. In December 2015 the lender loaned the
Company an additional $20,000 with same terms except that it is payable upon
demand. As of December 31, 2020 and December 31, 2019, the Company owed a total
of $45,000 and $45,000, respectively. The holder of the note has agreed to
extend the default date of the note to September 30, 2018. As of December 31,
2019 the note was currently in default.
In July 2015, the Company entered into an arrangement with a related party,
whereby the Company could borrow up to $500,000 in Convertible Notes. The
Convertible Note bears interest at a rate of 5% per annum and payable quarterly
in arrears and matures twelve months from the date of issuance, and is
convertible into shares of the Company's common stock at a per share conversion
price equal to $0.025. Upon the occurrence and during the continuation of an
event of default, the holder may require the Company to redeem all or any
portion of this Note in cash at a price equal to 150% of the principal amount.
During the year ended December 31, 2017, the Company borrowed an additional
$430,000. As of December 31, 2020 and December 31, 2019, the Company owed a
total of $500,000 and $1,103,000, respectively. Since the debt holder has not
elect the right to require the Company to redeem the note at a price equal to
150% of the principal amount, the terms stated prior to maturity are still in
effect. The holder has waived the default term and the note is not considered to
be in default as of December 31, 2019.
During October 2015, the Company borrowed $30,000 from an entity controlled by
an officer of the Company. The loan is due and payable on demand and is
non-interest bearing. During the year ended December 31, 2017, the Company
repaid $121,500 and borrowed an additional $184,500 from the same related party.
As of December 31, 2020 the principal balance outstanding is $30,000.
On July 7, 2016, the Company borrowed $73,000 from a related party. The loan was
due and payable on July 7, 2017 and bore interest at 5% per annum. The principal
balance owed on this loan at June 30, 2019 and December 31, 2018 was $73,000 and
$73,000, respectively. The holder of the note has agreed to extend the default
date of the note to September 30, 2018. As of and December 31, 2020 and December
31, 2019 the note is currently in default.
On August 8, 2016, the Company entered into a promissory note with Hypur Inc., a
Nevada Corporation which is a related party pursuant to which the Company to
borrow $52,000. If an Event of Default remains uncured after 30 days Holder has
the option to convert the outstanding principal balance and any accrued but
unpaid interest, into unrestricted $0.001 par value common stock of the Borrower
The loan was due and payable on August 10, 2017 and bore interest at 18% per
annum. The principal balance owed on this loan at June 30, 2019 and December 31,
2018 was $52,000 and $52,000, respectively. The Note is currently in default at
bears a default rate of interest of 24% per annum as part of the default terms
of this note. On October 1, 2017, it was determined this note had derivative.
Upon default, if the default has not been remedied within 30 days, the
redemption price would be 150% of the principal amount. The notes were in
default as of December 31, 2019, but the holder has agreed to waive the 150%
redemption price default term.
On September 20, 2016, the Company borrowed $47,500 from Hypur Inc., which is a
related party. The loan is due and payable on December 20, 2016 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. The principal balance owed on this loan at September 30, 2019 and
December 31, 2018 was $47,500 and $47,500, respectively. The loan is currently
past due and in default. The Note is currently in default at bears a default
rate of interest of 24% per annum as part of the default terms of this note. On
October 1, 2017 it was determined this note had derivative. Upon default, and if
the default has not been remedied within 30 days, the redemption price would be
150% of the principal amount. The notes are in default as of December 31, 2019,
but the holder has agreed to waive the 150% redemption price default term.
On September 20, 2016, the Company borrowed $47,500 from Hypur Inc., which is a
related party. The loan is due and payable on December 20, 2016 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. The principal balance owed on this loan at September 30, 2019 and
December 31, 2018 was $47,500 and $47,500, respectively. The loan is currently
past due and in default. The Note is currently in default at bears a default
rate of interest of 24% per annum as part of the default terms of this note. On
October 1, 2017 it was determined this note had derivative. Upon default, and if
the default has not been remedied within 30 days, the redemption price would be
150% of the principal amount. The notes are in default as of December 31, 2019,
but the holder has agreed to waive the 150% redemption price default term.
On October 29, 2018, the Company borrowed $100,000 from Hypur Inc., which is a
related party. The loan is due and payable on January 28, 2019 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at June 30, 2019 and December 31, 2018 was $100,000 and $100,000,
respectively. The note was discounted for a derivative (see note 8 for details)
and the discount of $89,350 is being amortized over the life of the note using
the effective interest method resulting in $89,350 of interest expense for the
year ended December 31, 2019. As of December 31, 2020 the note is currently in
default.
On November 21, 2018, the Company borrowed $70,000 from Hypur Inc., which is a
related party. The loan is due and payable on February 19, 2019 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at September 30, 2019 and December 31, 2018 was $70,000 and $70,000,
respectively. The note was discounted for a derivative (see note 8 for details)
and the discount of $55,830 is being amortized over the life of the note using
the effective interest method resulting in $55,830 of interest expense for the
year ended December 31, 2019. As of December 31, 2020 the note is currently in
default.
On November 26, 2018, the Company borrowed $75,000 from Hypur Inc., which is a
related party. The loan is due and payable on February 24, 2019 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at September 30, 2019 and December 31, 2018 was $75,000 and $75.000,
respectively. The note was discounted for a derivative (see note 8 for details)
and the discount of $58,913 is being amortized over the life of the note using
the effective interest method resulting in $58,913 of interest expense for the
year ended nine December 31, 2019. As of December 31, 2020 the Note is currently
in default.
On May 10, 2019, the Company borrowed $75,000 from Hypur Inc., which is a
related party. The loan is due and payable on May 12, 2020 and bears interest at
18% per annum. If an Event of Default remains uncured after 30 days Holder has
the option to convert the outstanding principal balance and any accrued but
unpaid interest, into unrestricted $0.001 par value common stock of the
Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at December 31, 2020 was $75,000.
On September 3, 2019, the Company borrowed $21,000 from Hypur Inc., which is a
related party. The loan is due and payable on December 3, 2019 and bears
interest at 18% per annum. If an Event of Default remains uncured after 30 days
Holder has the option to convert the outstanding principal balance and any
accrued but unpaid interest, into unrestricted $0.001 par value common stock of
the Borrower. Upon default the note bears a default rate of interest of 24% per
annum as part of the default terms of this note. The principal balance owed on
this loan at December 31, 2020 was $21,000.
May 26, 2017, the Company borrowed $100,000 from CGDK, a related party. The loan
is due 360 days from May 26, 2017 and bears interest at 5% per annum. The loan
is convertible into shares of the Company's common stock at a price of $.025 per
share. The loan will automatically convert into shares of the Company's common
stock if the price of the Company's common stock is over $.25 per share during
any ten-day period. The principal balance owed on this loan at December 31, 2019
and December 31, 2018 was $100,000 and $100,000, respectively. As of December
31, 2020 and December 31, 2019 the note is currently in default.
On July 13, 2017, the Company borrowed $150,000 from CGDK, a related party. The
loan is due 360 days from July 13, 2017, and bears interest at 5% per annum. The
loan is convertible into shares of the Company's common stock at a price of $.05
per share. The loan will automatically convert into shares of the Company's
common stock if the price of the Company's common stock is over $.25 per share
during any ten-day period. The principal balance owed on this loan at December
31, 2020 and December 31, 2019 was $150,000. The conversion feature has been
waved through October 15, 2019. As of December 31, 2020 and December 31, 2019,
the note is currently in default.
On April 13, 2018, the Company borrowed $130,000 from CGDK, a related party. The
loan is due 360 days from April 13, 2018, bears interest at 12% per annum. The
loan is convertible into shares of the Company's common stock at a price of $.05
per share. The loan will automatically convert into shares of the Company's
common stock if the price of the Company's common stock is over $.25 per share
during any ten-day period. The Company recorded a discount of $101,272 due to
derivative. The Company amortized $72,694 in debt discounts during the year
ended December 31, 2018. The Company amortized $27,560 in debt discounts during
the nine months ended September 30, 2019. The principal balance owed on this
loan at December 31, 2020 and December 31, 2019 is $130,000 and $130,000,
respectively. On November 5, 2019 CGDK waived the default provision until April
13, 2020.
On June 14, 2018, the Company issued a $30,217 promissory note to CGDK, a
related party, for previous expenses paid on behalf of the Company. The loan is
due 360 days from June 18, 2018, bears interest at 12% per annum. The loan is
convertible into shares of the Company's common stock at a price of $.05 per
share. The loan will automatically convert into shares of the Company's common
stock if the price of the Company's common stock is over $.25 per share during
any ten-day period. The Company recorded a debt discount of $10,292 due to
derivative. During the year ended December 31, 2018 the Company amortized $5,639
of the discount. The Company amortized $3,697 in debt discounts during the nine
months ended December 31, 2019. The principal balance owed on this loan at
December 31, 2020 and December 31, 2020 is $30,217 and $30,217, respectively. On
November 5, 2019 CGDK waived the default provision until June 14, 2020.
On July 2, 2018, the Company borrowed $150,000 from CGDK, a related party. The
loan is due July 2, 2019 and bears interest at 12% per annum. The loan is
convertible into shares of the Company's common stock at a price of $.05 per
share. The loan will automatically convert into shares of the Company's common
stock if the price of the Company's common stock is over $.10 per share during
any ten-day period or the trading volume of the Company's common stock during
these ten trading days was at least 2,500,000 shares. The Company recorded a
debt discount of $19,779 due to derivative. During the year ended December 31,
2018 the Company amortized $9,862 of the discount. The Company amortized $7,390
in debt discounts during the year ended December 31, 2019. The principal balance
owed on this loan at December 31, 2019 and December 31, 2018 is $150,000 and
$150,000, respectively. On November 5, 2019 CGDK waived the default provision
until July 2, 2020.
On August 6, 2018, the Company borrowed $150,000 from CGDK, a related party. The
loan is due July 2, 2019 and bears interest at 12% per annum. The loan is
convertible into shares of the Company's common stock at a price of $.05 per
share. The loan will automatically convert into shares of the Company's common
stock if the price of the Company's common stock is over $.10 per share during
any ten-day period or the trading volume of the Company's common stock during
these ten trading days was at least 2,500,000 shares. The Company recorded a
debt discount of $20,095 due to derivative. During the year ended December 31,
2018 the Company amortized $8,093 of the discount. The Company amortized $7,793
in debt discounts during the year ended December 31, 2019. The principal balance
owed on this loan at December 31, 2019 and December 31, 2018 is $150,000 and
$150,000, respectively. On November 5, 2019 CGDK waived the default provision
until August 6, 2020.
During the years ended December 31, 2019 and 2020 the Company paid UBIX Global,
Inc., a related party, $16,000 and $127,500 respectively for consulting services
provided by UBIX. Christopher Galvin, a director of the Company, is a
controlling person of UBIX.