Quarterly report pursuant to Section 13 or 15(d)

Convertible Notes Payable

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Convertible Notes Payable
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES PAYABLE

NOTE 6 – CONVERTIBLE NOTES PAYABLE

 

On February 13, 2019, the Company entered into a Securities Purchase Agreement ("SPA") with an Accredited Investor ("Investor") for the purchase of a Convertible Promissory Note in the aggregate principal amount of $66,000 ("Note I") and received net proceeds of $52,000, net of original issue discount of $11,000 and net of origination fees of $3,000.  The Note bears an interest rate of 12% per annum and is due and payable on February 13, 2020.  The Note may be converted by the Investor after six months into shares of the Company's common stock (as determined in the Note) at a price equal to 81% of the average of the lowest two closing bid prices of the common stock as reported on the OTC Link ATS owned by OTC Markets Group for the 10 prior trading days. The Company may prepay the Note at any time prior to the six-month anniversary. The Note also contains certain representations, warranties, covenants and events of default, including if the Company is delinquent in its periodic report filings with the SEC, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. In the event of default, at the option of the Investor and in the Investor's sole discretion, the Investor may consider the Note immediately due and payable. The Company has accounted for this convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $15,481 with a charge to interest expense.

 

On March 4, 2019, the Company entered into a Securities Purchase Agreement ("SPA II") with the Investor for the purchase of a Convertible Promissory Note in the aggregate principal amount of $63,600 ("Note II") and received net proceeds of $50,000, net of original issue discount of $10,600 and net of origination fees of $3,000. The Note bears an interest rate of 5% per annum and is due and payable on March 4, 2020. The Note may be converted by the Investor after six months into shares of the Company's common stock (as determined in the Note) at a price equal to 81% of the average of the lowest two closing bid prices of the common stock as reported on the OTC Link ATS owned by OTC Markets Group for the 10 prior trading days. The Company may prepay the Note at any time prior to the six-month anniversary. The Note also contains certain representations, warranties, covenants and events of default, including if the Company is delinquent in its periodic report filings with the SEC, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. In the event of default, at the option of the Investor and in the Investor's sole discretion, the Investor may consider the Note immediately due and payable. The Company has accounted for this convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $14,919 with a charge to interest expense.

 

For the three months ended March 31, 2019 and 2018, interest expense related to Notes I and II amounted to $34,547 and $37,762, including amortization of debt discount charged to interest expense of $2,883 and $31,302, respectively.

 

At March 31, 2019 and December 31, 2018, convertible notes consisted of the following:

 

    March 31, 2019     December 31, 2018  
Principal amount   $ 129,600     $           -  
Put premium on stock-settled debt     30,400       -  
      160,000       -  
Less: unamortized debt discount     (24,717 )     -  
Convertible notes payable, net   $ 135,283     $ -  

 

The weighted average interest rate during the three months ended March 31, 2019 and 2018 was 8.5% and 8.7%, respectively.