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.

On April 8, 2019, the Company entered into a Securities Purchase Agreement (“SPA III”) with the Investor for the purchase of a Convertible Promissory Note in the aggregate principal amount of $51,600 (“Note III”) and received net proceeds of $40,000, net of original issue discount of $8,600 and net origination fees of $3,000. The Note bears interest at 4% per annum and is due and payable on April 8, 2020.  The Note III may be converted by the Investor after six months from the date of Note III into shares of the Company’s common stock 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 its six-month anniversary, subject to pre-payment charges as detailed in the Note. The SPA and Note contain customary representations, warranties and covenants, including certain restrictions on the Company’s ability to sell, lease or otherwise dispose of any significant portion of its assets. Investor also has the right of first refusal with respect to any future equity (or debt with an equity component) offerings of less than $100,000 conducted by the Company until the six-month anniversary of the Note. The SPA and the Note also provide for certain events of default, including, among other things, payment defaults, breaches of representations and warranties, proceedings, delinquency in periodic report filings with the SEC, and cross default with other agreements. 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 $12,104 with a charge to interest expense.

On May 15, 2019, the Company entered into a Securities Purchase Agreement (“SPA IV”) with the Investor for the purchase of a Convertible Promissory Note in the aggregate principal amount of $63,600 (“Note IV”) and received net proceeds of $50,000, net of original issue discount of $10,600 and net origination fees of $3,000. The Note bears interest at 4% per annum and is due and payable on April 8, 2020.  The Note IV may be converted by the Investor after six months from the date of Note IV into shares of the Company’s common stock 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 its six-month anniversary, subject to pre-payment charges as detailed in the Note. The SPA and Note contain customary representations, warranties and covenants, including certain restrictions on the Company’s ability to sell, lease or otherwise dispose of any significant portion of its assets. Investor also has the right of first refusal with respect to any future equity (or debt with an equity component) offerings of less than $100,000 conducted by the Company until the six-month anniversary of the Note. The SPA and the Note also provide for certain events of default, including, among other things, payment defaults, breaches of representations and warranties, proceedings, delinquency in periodic report filings with the SEC, and cross default with other agreements. 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 six months ended June 30, 2019 and 2018, interest expense related to these Convertible Notes amounted to $76,393 and $49,003, including amortization of debt discount and debt premium charged to interest expense of $71,565 and $40,691, respectively.

At June 30, 2019 and December 31, 2018, convertible notes consisted of the following:

The weighted average interest rate on the above notes and notes payable – related party (see note 7) during the six months ended June 30, 2019 and 2018 was 13.2% and 8.7%, respectively.