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4. CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE
6 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

NOTE 4 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

 

Convertible Notes Payable

 

Between July 15, 2014 and December 21, 2015, the Company entered into convertible notes with third-parties for use as operating capital for a total of $1,358,500. The convertible notes payable agreements require the Company to repay the principal, together with 10 - 18% annual interest by the agreements’ expiration dates ranging between July 15, 2019 and August 6, 2020. The notes are secured by assets of the Company and mature five years from the issuance date and automatically convert into shares of common stock at a conversion price of 80% of the closing market price on the last day of the month upon which the maturity date falls, unless an election is made for repayment in cash one year from the contract date. In the event such an election is made, the holders may convert the note in whole or in part into shares of common stock at a conversion price of 80% of the average closing market price over the prior 30 days of trading. During the six months ended June 30, 2018, a total of $40,000 of these notes were converted into shares of common stock, with a total of $775,000 of these notes remaining as of June 30, 2018.

 

The Company analyzed the conversion option of the notes for derivative accounting consideration under ASC 815-15, Derivatives and Hedging and determined that the instrument should be classified as a liability once the conversion option becomes effective after one year due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the notes issued (see Note 5).

 

Between March 9, 2015 and May 11, 2016, the Company entered into convertible notes with third parties for use as operating capital for a total of $2,074,800. The convertible notes payable agreements require the Company to repay the principal, together with 12% annual interest by the agreements’ expiration dates ranging between March 9, 2018 and May 11, 2019. The notes are secured by assets of the Company and mature three years from the issuance date. Six months from the contract date, the holders may elect to convert the note in whole or in part into shares of common stock at $0.15. Two warrants were issued with each note including (1) a warrant to purchase an amount of equal to 50% of face value of the note at an exercise price $0.15 for a period of three years following the note issuance date and (2) a warrant to purchase an amount of equal to 83.33% of face value of the note at an exercise price $0.25 for a period of three years following the note issuance date. The Company recorded an aggregate debt discount of $686,536 for the fair value of these warrants through June 30, 2018, which is being amortized over the term of the notes, and is included in convertible notes on the Company’s balance sheet at an unamortized remaining balance of $6,659. The total debt discount recorded during the six months ended June 30, 2018 and 2017 was $0 and $0, respectively. Interest expense related to the amortization of this debt discount for the six months ended June 30, 2018 and 2017 was $56,261 and $70,626, respectively. During the six months ended June 30, 2018, a total of $40,000 of these notes were converted into shares of common stock, with a total of $952,300 of these notes remaining as of June 30, 2018.

 

During the six months ended June 30, 2018, the total of all notes converted was $80,000. The net balance of all notes as of June 30, 2018 of $1,334,258 reflects total notes of $1,727,300, net of debt discounts of $6,659 related to the warrants and $335,585 related to the derivative liability (see Note 5).

 

Notes Payable

 

During the six months ended June 30, 2018, the Company’s subsidiary, TPC, entered into five fundings agreements for aggregate net proceeds of approximately $187,000, requiring repayments ranging from approximately $300 to $1200 per business day until repaid. Total repayments under these agreements was approximately $60,000 for the six months ended June 30, 2018, leaving an aggregate balance of $127,268 which is included in notes payable as of June 30, 2018. Additionally, TPC, borrowed approximately $100,000 for the purchase of a vehicle with interest at 6%. Total repayments for all vehicle loans was approximately $14,000 for the six months ended June 30, 2018 leaving an aggregate balance of $201,554 which is included in notes payable as of June 30, 2018.

 

During the six months ended June 30, 2018 and 2017, the Company recorded interest expense of $303,449 and $366,476, respectively.