10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________ 

FORM 10-Q

______________________________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

or

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from             to             

Commission File No. 001-32919

______________________________________________________ 

Ascent Solar Technologies, Inc.

(Exact name of registrant as specified in its charter)

 _______________________________________________________

Delaware	20-3672603
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
12300 Grant Street, Thornton, CO	80241
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: 720-872-5000

_________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common	ASTI	OTC

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

As of May 28, 2019, there were 580,889,727 shares of our common stock issued and outstanding.

ASCENT SOLAR TECHNOLOGIES, INC.

Quarterly Report on Form 10-Q

Quarterly Period Ended March 31, 2019

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets - as of March 31, 2019 and December 31, 2018	1
	Condensed Consolidated Statements of Operations - For the Three Months Ended March 31, 2019 and March 31, 2018	2
	Condensed Consolidated Statements of Changes in Stockholder's Deficit - for the Three Months Ended March 31, 2019 and March 31, 2018	3
	Condensed Consolidated Statements of Cash Flow - For the Three Months Ended March 31, 2019 and March 31, 2018	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	39
Item 6.	Exhibits	39
SIGNATURES		40

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future net sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information and, in particular, appear under headings including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” When used in this Quarterly Report, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “foresees,” “likely,” “may,” “should,” “goal,” “target,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Quarterly Report.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among

other things, the matters discussed in this Quarterly Report in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Factors you should consider that could cause these differences are:

• Our limited operating history and lack of profitability;

• Our ability to develop demand for, and sales of, our products;

• Our ability to attract and retain qualified personnel to implement our business plan and corporate growth strategies;

• Our ability to develop sales, marketing and distribution capabilities;

• Our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, distributors, retailers and e-commerce companies, who deal directly with end users in our target markets;

• The accuracy of our estimates and projections;

• Our ability to secure additional financing to fund our short-term and long-term financial needs;

• Our ability to maintain the listing of our common stock on the OTCBB Market;

• The commencement, or outcome, of legal proceedings against us, or by us, including ongoing ligation proceedings;

• Changes in our business plan or corporate strategies;

• The extent to which we are able to manage the growth of our operations effectively, both domestically and abroad, whether directly owned or indirectly through licenses;

• The supply, availability and price of equipment, components and raw materials, including the elements needed to produce our photovoltaic modules;

• Our ability to expand and protect the intellectual property portfolio that relates to our consumer electronics, photovoltaic modules and processes;

• Our ability to implement remediation measures to address material weaknesses in internal control;

• General economic and business conditions, and in particular, conditions specific to consumer electronics and the solar power industry; and

• Other risks and uncertainties discussed in greater detail in the section captioned "Risk Factors."

There may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, or to reflect the occurrence of unanticipated events, except as required by law.

References to “we,” “us,” “our,” “Ascent,” “Ascent Solar” or the “Company” in this Quarterly Report mean Ascent Solar Technologies, Inc.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

(unaudited)

	March 31, 2019			December 31, 2018
ASSETS (substantially pledged)
Current Assets:
Cash and cash equivalents	$	50,907		$	18,159
Trade receivables, net of allowance of $45,794 and $45,644, respectively	55,616			165,160
Inventories, net	677,920			660,791
Prepaid expenses and other current assets	182,422			138,369
Total current assets	966,865			982,479
Property, Plant and Equipment:	36,621,187			36,621,187
Less accumulated depreciation and amortization	(32,256,329		)	(32,207,829		)
	4,364,858			4,413,358
Other Assets:
Patents, net of accumulated amortization of $381,385 and $363,533, respectively	846,708			862,429
Other non-current assets	33,123			34,061
	879,831			896,490
Total Assets	$	6,211,554		$	6,292,327
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	1,915,926		$	2,318,655
Related party payables	270,052			270,740
Accrued expenses	1,714,667			1,562,435
Accrued interest	1,224,772			1,198,279
Notes payable	1,516,530			1,516,530
Current portion of long-term debt	354,885			349,093
Secured promissory notes, net of discount of $2,672,928 and $2,824,365, respectively	4,379,969			3,447,380
Promissory notes, net of discounts of $55,000 and $104,583, respectively	1,121,937			1,239,854
Convertible notes, net of discounts of $665,631 and $394,011, respectively	1,990,805			1,852,722
Embedded derivative liability	5,118,128			10,114,452
Total current liabilities	19,607,671			23,870,140
Long-term debt, net of current portion	4,938,046			5,028,969
Accrued Warranty Liability	27,839			29,114
Total Liabilities	24,573,556			28,928,223
Commitments and Contingencies	—			—
Stockholders’ Deficit:
Series A preferred stock, $.0001 par value; 750,000 shares authorized as of March 31, 2019 and December 31, 2018; 48,100 and 60,756 shares issued and outstanding as of March 31, 2019 and December 31, 2018 ($663,121 and $822,620 Liquidation Preference, respectively)	5			6
Common stock, $0.0001 par value, 20,000,000,000 shares authorized as of March 31, 2019 and December 31, 2018; 322,543,901 and 63,537,885 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively	32,255			6,354
Additional paid in capital	396,896,969			395,889,712
Accumulated deficit	(415,291,231		)	(418,531,968		)
Total stockholders’ deficit	(18,362,002		)	(22,635,896		)
Total Liabilities and Stockholders’ Deficit	$	6,211,554		$	6,292,327

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

ASCENT SOLAR TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended March 31,
	2019			2018
Revenues	$	215,384		$	377,511
Costs and Expenses
Cost of revenues (exclusive of depreciation shown below)	91,436			273,028
Research, development and manufacturing operations (exclusive of depreciation shown below)	489,063			1,173,035
Selling, general and administrative (exclusive of depreciation shown below)	508,375			934,591
Depreciation and amortization	66,352			101,712
Total Costs and Expenses	1,155,226			2,482,366
Loss from Operations	(939,842		)	(2,104,855		)
Other Income/(Expense)
Interest Expense	(2,826,248		)	(1,343,730		)
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net	7,006,827			(984,461		)
Total Other Income/(Expense)	4,180,579			(2,328,191		)
Net Income (Loss)	$	3,240,737		$	(4,433,046	)
Net Income (Loss) Per Share (Basic)	$	0.02		$	(0.40	)
Net Income (Loss) Per Share (Diluted)	$	0.001		$	(0.40	)
Weighted Average Common Shares Outstanding (Basic)	139,241,521			10,996,379
Weighted Average Common Shares Outstanding (Diluted)	3,591,903,040			10,996,379

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

ASCENT SOLAR TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three Months Ended March 31, 2019

(unaudited)

	Common Stock			Series A Preferred Stock					Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares		Amount
Balance, December 31, 2018	63,537,885	$	6,354	60,756		$	6		$	395,889,712	$	(418,531,968	)	$	(22,635,896	)
Interest and Dividend Expense paid with Common Stock	17,938,692	1,794		—		—			83,817		—			85,611
Conversion of St.George Note into Common Shares	58,503,244	5,850		—		—			100,900		—			106,750
Conversion of Global Ichiban Note into Common Shares	9,595,327	960		—		—			114,040		—			115,000
Conversion of BayBridge Note into Common Shares	46,461,277	4,646		—		—			85,854		—			90,500
Conversion of Bellridge Note into Common Shares	36,166,781	3,617		—		—			61,999		—			65,616
Conversion of PowerUp Note into Common Shares	90,340,694	9,034		—		—			173,466		—			182,500
Conversion of Series A Preferred Stock into Common Stock	1	—		(12,656	)	(1		)	1		—			—
Loss on Extinguishment of Liabilities	—	—		—		—			382,834		—			382,834
Stock based compensation	—	—		—		—			4,346		—			4,346
Net Loss	—	—		—		—			—		3,240,737			3,240,737
Balance, March 31, 2019	322,543,901	$	32,255	48,100		$	5		$	396,896,969	$	(415,291,231	)	$	(18,362,002	)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three Months Ended March 31, 2018

(unaudited)

	Common Stock			Series A Preferred Stock			Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance, December 31, 2017	9,606,677	$	961	60,756	$	6	$	387,292,174	$	(402,495,476	)	$	(15,202,335	)
Interest and Dividend Expense paid with Common Stock	81,242	8		—	—		20,709		—			20,717
Conversion of St.George Note into Common Shares	187,500	19		—	—		74,981		—			75,000
Conversion of Global Ichiban Note into Common Shares	2,450,980	245		—	—		1,249,755		—			1,250,000
Conversion of BayBridge Note into Common Shares	411,765	41		—	—		104,959		—			105,000
Loss on Extinguishment of Liabilities	—	—		—	—		433,375		—			433,375
Stock based compensation	—	—		—	—		14,324		—			14,324
Net Loss	—	—		—	—		—		(4,433,046		)	(4,433,046		)
Balance, March 31, 2018	12,738,164	$	1,274	60,756	$	6	$	389,190,277	$	(406,928,522	)	$	(17,736,965	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

ASCENT SOLAR TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Three Months Ended
	March 31,
	2019			2018
Operating Activities:
Net Income (loss)	$	3,240,737		$	(4,433,046	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	66,352			101,712
Stock based compensation	4,346			14,324
Amortization of financing costs	14,856			3,333
Non-cash interest expense	984,829			222,648
Amortization of debt discount	1,360,322			1,011,109
Bad debt expense	130			—
Write off Enerplex Patents	—			59,153
Warranty reserve	(1,275		)	(6,345		)
Change in fair value of derivatives and loss on extinguishment of liabilities, net	(7,006,827		)	984,461
Changes in operating assets and liabilities:
Accounts receivable	109,414			(1,326		)
Inventories	(17,129		)	(36,465		)
Prepaid expenses and other current assets	(47,171		)	(29,852		)
Accounts payable	(323,710		)	244,975
Related party payable	(688		)	5,927
Accrued expenses	301,693			258,837
Accrued interest	152,232			105,811
Net cash used in operating activities	(1,161,889		)	(1,494,744		)
Investing Activities:
Patent activity costs	(2,131		)	(6,502		)
Net cash used in investing activities	(2,131		)	(6,502		)
Financing Activities:
Proceeds from debt	1,201,768			1,530,000
Repayment of debt	—			(30,261		)
Payment of debt financing costs	(5,000		)	—
Net cash provided by financing activities	1,196,768			1,499,739
Net change in cash and cash equivalents	32,748			(1,507		)
Cash and cash equivalents at beginning of period	18,159			89,618
Cash and cash equivalents at end of period	$	50,907		$	88,111
Supplemental Cash Flow Information:
Cash paid for interest	$	20,741		$	106,617
Cash paid for income taxes	$	—		$	—
Non-Cash Transactions:
Non-cash conversions of preferred stock and convertible notes to equity	$	645,977		$	1,430,000
Non-cash financing costs	$	10,800		$	—
Interest converted to principal	$	171,152		$	96,120
Initial embedded derivative liabilities	$	2,229,187		$	1,151,162
Promissory notes converted to convertible notes	$	235,000		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

ASCENT SOLAR TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION

Ascent Solar Technologies, Inc. (“Ascent”) was incorporated on October 18, 2005 from the separation by ITN Energy Systems, Inc. (“ITN”) of its Advanced Photovoltaic Division and all of that division’s key personnel and core technologies. ITN, a private company incorporated in 1994, is an incubator dedicated to the development of thin film, photovoltaic (“PV”), battery, fuel cell and nano technologies. Through its work on research and development contracts for private and governmental entities, ITN developed proprietary processing and manufacturing know how applicable to PV products generally, and to Copper-Indium-Gallium-diSelenide (“CIGS”) PV products in particular. ITN formed Ascent to commercialize its investment in CIGS PV technologies. In January 2006, in exchange for 102,800 shares of common stock of Ascent, ITN assigned to Ascent certain CIGS PV technologies and trade secrets and granted to Ascent a perpetual, exclusive, royalty free worldwide license to use, in connection with the manufacture, development, marketing and commercialization of CIGS PV to produce solar power, certain of ITN’s existing and future proprietary and control technologies that, although non-specific to CIGS PV, Ascent believes will be useful in its production of PV modules for its target markets. Upon receipt of the necessary government approvals and pursuant to novation in early 2007, ITN assigned government funded research and development contracts to Ascent and also transferred the key personnel working on the contracts to Ascent.

Currently, the Company is focusing on integrating its PV products into high value markets such as aerospace, satellites, near earth orbiting vehicles, and fixed-wing unmanned aerial vehicles (UAV). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.

NOTE 2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc., Ascent Solar (Asia) Pte. Ltd., and Ascent Solar (Shenzhen) Co., Ltd. (collectively, "the Company") as of March 31, 2019 and December 31, 2018, and the results of operations for the three months ended March 31, 2019 and 2018. Ascent Solar (Shenzhen) Co., Ltd. is wholly owned by Ascent Solar (Asia) Pte. Ltd., which is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.

The preparation of financial statements in conformity with U.S. GAAP 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. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

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ASCENT SOLAR TECHNOLOGIES, INC.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. There have been no significant changes to our accounting policies as of March 31, 2019.

Recently Adopted or to be Adopted Accounting Policies

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a lease asset or lease liability, unless the lease is a short-term lease. ASU 2016-02 also requires additional disclosures regarding leasing arrangements. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company has evaluated the adoption of this guidance and has determined there is no material impact on its consolidated financial statements because the Company does not have any leases at the date of the adoption.

In July 2017, the FASB issued ASU No. 2017-11 Part I, Earnings Per Share (Topic 260), Distinguishing Liabilities fromEquity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 Part I changes the classification analysis of certain equity linked financial instruments with down round features. ASU 2017-11 Part I is effective, for public business entities, for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The adoption of this guidance did not have a material impact on its consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with specified exceptions. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements of fair value measurements. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company is currently evaluating the impact of the effect adoption of this standard will have on its consolidated financial statements.

Other new pronouncements issued but not effective as of March 31, 2019 are not expected to have a material impact on the Company’s consolidated financial statements.

NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN    

During the three months ended March 31, 2019 and the year ended December 31, 2018, the Company entered into multiple financing agreements to fund operations. Further discussion of these transactions can be found in Notes 8, 9, 10, 11, 12, and 16.

The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the three months ended March 31, 2019 the Company used $1,161,889 in cash for operations. The Company's primary significant long term cash obligation consists of a note payable of $5,292,931 to a financial institution secured by a mortgage on its headquarters and manufacturing building in Thornton, Colorado. Total payments of approximately $693,611, including principal and interest, will come due in the remainder of 2019.

On April 12, 2019, the Company entered into an agreement for the sale of its Thornton, Colorado building at a gross sales price of $13 million.  The closing of the transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2019.

Additional projected product revenues are not anticipated to result in a positive cash flow position for the next twelve months overall and, as of March 31, 2019, the Company has negative working capital. As such, cash liquidity sufficient for the next twelve months will require additional financing.

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ASCENT SOLAR TECHNOLOGIES, INC.

The Company continues to accelerate sales and marketing efforts related to its consumer and military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company has begun activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.

As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. The Company has scaled down its operations, due to cash flow issues, and does not expect to ramp up until significant financing is obtained.

Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE 5. PROPERTY, PLANT AND EQUIPMENT

The following table summarizes property, plant and equipment as of March 31, 2019 and December 31, 2018:

	As of March 31,			As of December 31,
	2019			2018
Building	$	5,828,960		$	5,828,960
Furniture, fixtures, computer hardware and computer software	489,421			489,421
Manufacturing machinery and equipment	30,302,806			30,302,806
Depreciable property, plant and equipment	36,621,187			36,621,187
Less: Accumulated depreciation and amortization	(32,256,329		)	(32,207,829		)
Net property, plant and equipment	$	4,364,858		$	4,413,358

The Company analyzes its long-lived assets for impairment, both individually and as a group, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Depreciation expense for the three months ended March 31, 2019 and 2018 was $48,500 and $58,736, respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the Condensed Consolidated Statements of Operations.

NOTE 6. INVENTORIES

Inventories, net of reserves, consisted of the following at March 31, 2019 and December 31, 2018:

	As of March 31,		As of December 31,
	2019		2018
Raw materials	$	677,920	$	660,791
Work in process	—		—
Finished goods	—		—
Total	$	677,920	$	660,791

NOTE 7. NOTES PAYABLE

On February 24, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into three notes payable in the aggregate amount of $765,784. The notes bear interest of 6% per annum and matured on February 24, 2018; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of $308,041, this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018. As of March 31, 2019, the Company had not made any payments on these notes; the total outstanding principal and accrued interest were $1,073,825 and $112,988, respectively, and the note is due upon demand.

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ASCENT SOLAR TECHNOLOGIES, INC.

On June 30, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of March 31, 2019, the Company had not made any payments on this note, the accrued interest was $21,883, and the note is due upon demand.

On September 30, 2017, the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234. The note bears interest of 5% per annum and matured on September 30, 2018. The Company has not made the monthly payments of $18,426 that were to commence on October 30, 2017; as of March 31, 2019, the company had paid principal of $22,529 and interest of $897, and the note is due upon demand. The remaining principal and interest balances, as of March 31, 2019, were $192,705 and $14,214, respectively.

NOTE 8. DEBT

On February 8, 2008, the Company acquired a manufacturing and office facility in Thornton, Colorado, for approximately $5.5 million. The purchase was financed by a promissory note, deed of trust and construction loan agreement (the “Construction Loan”) with the Colorado Housing and Finance Authority (“CHFA”), which provided the Company borrowing availability of up to $7.5 million for the building and building improvements. In 2009, the Construction Loan was converted to a permanent loan pursuant to a Loan Modification Agreement between the Company and CHFA (the “Permanent Loan”). The Permanent Loan, collateralized by the building, has an interest rate of 6.6% and the principal will be amortized through its term to February 2028. Further, pursuant to certain negative covenants in the Permanent Loan, the Company may not, among other things, without CHFA’s prior written consent (which by the terms of the deed of trust is subject to a reasonableness requirement): create or incur additional indebtedness (other than obligations created or incurred in the ordinary course of business); merge or consolidate with any other entity; or make loans or advances to the Company’s officers, shareholders, directors or employees.

On November 1, 2016, the Company and the CHFA agreed to modify the original agreement described above with the addition of a forbearance period. Per the modification agreement, no payments of principal and interest shall be due under the note during the forbearance period commencing on November 1, 2016 and continuing through April 1, 2017. The amount of interest that should have been paid by the Company during the forbearance period in the total amount of $180,043 was added to the outstanding principal balance of the note. As a result, on May 1, 2017, the principal balance of the note was $5,704,932. Commencing on May 1, 2017, the monthly payments of principal and interest due under the note resumed at $57,801, and the Company shall continue to make such monthly payments over the remaining term of the note ending in February 2028.

On August 24, 2018, the Company and the CHFA agreed to modify the original agreement with an additional forbearance period. Per the modification agreement, no payments of principal shall be due under the note during the forbearance period commencing on June 1, 2018 and continuing through November 30, 2018. For each month of forbearance, partial interest of $15,000 per month was paid, and the remaining unpaid interest of the forbearance period of $84,187 was added to the outstanding principal balance of the note. As a result, on December 1, 2018, the principal balance of the note will be $5,434,042 and monthly payments of principal and interest of $57,801 will resume, continuing through the remaining term of the note ending in February 2028.

The outstanding principal balance of the Permanent Loan was $5,292,931 and $5,378,062 as of March 31, 2019 and December 31, 2018, respectively.

As of March 31, 2019, remaining future principal payments on long-term debt are due as follows:

2019	$	263,962
2020	$	372,843
2021	$	398,209
2022	$	425,301
2023	$	454,235
Thereafter	$	3,378,381
	$	5,292,931

As of March 31, 2019, the Company had not made its regularly monthly payments and five months of payments were outstanding in the Company's Accounts Payable. The Accounts Payable balance was $289,004 as of March 31, 2019, representing $141,112 in loan principal and $147,892 in loan interest.

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ASCENT SOLAR TECHNOLOGIES, INC.

On April 12, 2019, the Company entered into an agreement for the sale of its Thornton, Colorado building at a gross sales price of $13 million.  The closing of the transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2019.

NOTE 9. SECURED PROMISSORY NOTE

The following table provides a summary of the activity of the Company's secured notes:

	Global Ichiban			St. George			Total
Secured Notes Principal Balance at December 31, 2017	$	4,557,227		$	—		$	4,557,227
New notes	1,935,000			1,315,000			3,250,000
Note conversions	(1,426,000		)	—			(1,426,000		)
Interest converted to principal	140,518			—			140,518
Note assignments	(250,000		)	—			(250,000		)
Secured Notes Principal Balance at December 31, 2018	4,956,745			1,315,000			6,271,745
Less: remaining discount	(2,012,698		)	(811,667		)	(2,824,365		)
Secured Notes, net of discount, at December 31, 2018	2,944,047			503,333			3,447,380
New notes	—			725,000			725,000
Note conversions	(115,000		)	—			(115,000		)
Interest converted to principal	171,152			—			171,152
Secured Notes Principal Balance at March 31, 2019	5,012,897			2,040,000			7,052,897
Less: remaining discount	(1,608,345		)	(1,064,583		)	(2,672,928		)
Secured Notes, net of discount, at March 31, 2019	$	3,404,552		$	975,417		$	4,379,969

Global Ichiban Secured Promissory Notes

On November 30, 2017, the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to $2,000,000 of the Company’s secured convertible promissory notes in exchange for $2,000,000 of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least $50,000 for the 20 trading day period preceding such future tranche closing dates.

Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of November 30, 2017, Global surrendered for cancellation (i) its outstanding promissory note dated September 13, 2017 ($3,359,539 principal and accrued interest), (ii) its outstanding promissory note dated October 31, 2017 ($252,466 principal and accrued interest), and (iii) its 400 shares of outstanding Series J Preferred Stock ( $445,222 of capital and accrued dividends). In exchange, the Company issued to Global $4,057,227 aggregate principal amount of additional Notes.

All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company.

The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

Of the notes issued on November 30, 2017, $3,359,539 aggregate principal amount will mature on December 15, 2020. Principal and interest was originally to be payable in 36 equal monthly installments of $111,585 beginning January 15, 2018. As of March 31, 2019, principal of $1,541,000 was converted into 13,081,603 shares of common stock, and $311,670 of interest was converted to principal. The remaining note is payable in 22 equal monthly installments of $107,990 beginning February 15, 2019. The Company has not made the payments as outlined in the agreement, this note is due upon demand.

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ASCENT SOLAR TECHNOLOGIES, INC.

The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2018	$	1,250,000	$	—	2,450,981
Q2 2018	$	176,000	$	—	1,035,295
Q1 2019	$	115,000	$	—	9,595,327
	$	1,541,000	$	—	13,081,603

Of the notes issued on November 30, 2017, $697,688 aggregate principal amount matured on November 30, 2018. Principal and interest on these notes are due upon demand.

The $2,000,000 aggregate principal amount of notes, issued in eight tranches, will mature on the first anniversary of the respective issuance date. Principal and interest will be payable upon maturity; for the maturity dates that have passed, the note is due upon demand. As of March 31, 2019, the closing dates, closing amounts, and maturity dates on completed note tranches are as follows:

Closing Date	Closing Amount		Maturity Date
11/30/2017	$	250,000	11/30/2018
12/28/2017	$	250,000	12/28/2018
1/11/2018	$	250,000	1/11/2019
1/25/2018	$	250,000	1/25/2019
2/8/2018	$	250,000	2/8/2019
2/21/2018	$	250,000	2/21/2019
3/7/2018	$	250,000	3/7/2019
3/21/2018	$	250,000	3/21/2019

On July 6, 2018, the Company issued an additional, promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $135,000 in exchange for gross proceeds of $120,000. This note matures on July 6, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $15,000 will be allocated to interest expense, ratably, over the life of the note. This note is not redeemable in stock.

On October 2, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 2, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 18, 2018, Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,466 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 11 for further discussion of this assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 22, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 22, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note.

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ASCENT SOLAR TECHNOLOGIES, INC.

All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $5,012,897 and $432,254, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,533,861
Change in fair value of derivative liability	(1,858,961		)
Derivative Liability Balance as of March 31, 2019	$	1,674,900

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into five separate instruments for valuation purposes.

1) The first valuation was done on the November 30, 2017 note with term of three years. The derivative value of this note was $1,764,068 as of December 31, 2018.

2) The second valuation was done on the group of notes dated November 30, 2017, that had a term of one year. The derivative value of this group of notes was $418,965 as of December 31, 2018.

3) The third valuation was done on the note dated December 28, 2017, which had a term of one year. The derivative value of this note was $150,126 on December 31, 2018.

4) The fourth valuation was done for the notes dated in the first quarter of 2018, which had a term of one year. The derivative value of this note was $900,757 on December 31, 2018.

5) The fifth valuation was done for the notes dated in the fourth quarter of 2018, which had a term of one year. The derivative value of this note was $299,945 on December 31, 2018.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the three valuation groups discussed above.

1) For the November 30, 2017 3yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 63%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $522,328 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,241,740 as of March 31, 2019.

2) For the November 30, 2017 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72% present value discount rate of 12% and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $296,790 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $122,175 as of March 31, 2019.

3) For the December 28, 2017 1yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $106,347 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $43,779 as of March 31, 2019.

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ASCENT SOLAR TECHNOLOGIES, INC.

4) For the first quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $638,085 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $262,672 as of March 31, 2019.

5) For the fourth quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 50%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $295,411 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $4,534 as of March 31, 2019.

The total cumulative net gain for the three months ended March 31, 2019 was $1,858,961 to reflect a total derivative liability of $1,674,900 as of March 31, 2019.

St. George Secured Convertible Notes

On May 8, 2018, the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000. The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note. The note bears interest at a rate of 10% per annum and matures on May 9, 2019. All unredeemed principal and accrued interest is payable upon maturity. The note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The note is secured by a junior security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early November 2018, St. George shall have the option to require the Company to redeem all or a portion of the amounts outstanding under the note. The Company may pay the requested redemption amounts in cash or in the form of shares of common stock (subject to certain specified equity conditions). Payments in the form of Common Stock shall be calculated using a variable conversion price equal to (i) 60% of the average of the two lowest closing bid prices for the shares over (ii) the prior ten day trading period immediately preceding the redemption.

On November 5, 2018, the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1,220,000 secured convertible promissory note ("Company Note"). On November 7, 2018, the Company received $200,000 of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of $800,000. The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of March 31, 2019, the Company had received an additional $400,000 in proceeds and had recorded $1,220,000 in principal related to the Company and Investor Notes. The Company recorded original issue discounts of $200,000 and debt financing costs of $20,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

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ASCENT SOLAR TECHNOLOGIES, INC.

Closing Date	Closing Amount		Proceeds
11/7/2018	$	260,000	$	200,000
11/19/2018	$	120,000	$	100,000
11/30/2018	$	120,000	$	100,000
12/7/2018	$	120,000	$	100,000
12/17/2018	$	120,000	$	100,000
1/3/2019	$	120,000	$	100,000
1/17/2019	$	120,000	$	100,000
1/30/2019	$	120,000	$	100,000
2/8/2019	$	120,000	$	100,000

The Notes bear interest at a rate of 10% per annum and matures on November 5, 2019. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early May 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

On March 13, 2019, the Company entered into a third securities purchase agreement with St. George, for the private placement of a $365,000 secured convertible promissory note ("Third Note"). The Company may receive $300,000 in proceeds under the Third Note, and as of March 13, 2019, the Company had received $200,000 and had recorded $245,000 in principal related to the Third Note. The Company recorded original issue discounts of $40,000 and debt financing costs of $5,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
3/15/2019	$	125,000	$	100,000
3/22/2019	$	120,000	$	100,000

The Note bears interest at a rate of 10% per annum and matures on March 13, 2020. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early September 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior 10 day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $2,040,000 and $87,885, respectively.

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ASCENT SOLAR TECHNOLOGIES, INC.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,292,692
Additional derivative liability on new notes	1,467,197
Change in fair value of derivative liability	(2,471,594		)
Derivative Liability Balance as of March 31, 2019	$	2,288,295

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into three separate instruments for valuation purposes.

1) The first valuation was done on the May 8, 2018 note with term of one year. The derivative value of this note was $1,568,730 as of December 31, 2018.

2) The second valuation was done on the November 5, 2018 notes with term of one year. The derivative value of this note was $1,723,962 as of December 31, 2018. For the tranches of this note that were received in Q1 2019, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average date of January 22, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 79%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $469,686 as of January 22, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $69,686 was charged to interest expense at issuance. The remaining debt discount of $400,000 will be charged to interest expense ratably over the life of the note.

3) The third valuation was done on the March 13, 2019 notes with a term of one year. For the Q1 2019 tranches received, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of March 18, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 80%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $997,511 as of March 18, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $797,511 was charged to interest expense at issuance. The remaining debt discount of $200,000 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the two valuation groups discussed above.

1) For the May 2018 note: Management conducted a fair value assessment with the following assumptions: annual volatility of 35%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $1,291,447 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $277,283 as of March 31, 2019.

2) For the November 5, 2018 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 92%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $607,408 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,586,240 as of March 31, 2019.

3) For the March 13, 2019 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 82%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $572,739 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $424,772 as of March 31, 2019.

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ASCENT SOLAR TECHNOLOGIES, INC.

The total cumulative net loss for the three months ended March 31, 2019 was $2,471,594 to reflect a total derivative liability of $2,288,295 as of March 31, 2019.

Subsequent to the date of this report, the Company conducted additional secured transactions with St. George. Please refer to Note 15 for more information.

NOTE 10. PROMISSORY NOTES

The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:

	Investor 1		Investor 2			Total
Promissory Notes Principal Balance at December 31, 2017	$	494,437	$	200,000		$	694,437
New notes	—		850,000			850,000
Notes exchanged	—		(200,000		)	(200,000		)
Promissory Notes Principal Balance at December 31, 2018	494,437		850,000			1,344,437
Less: remaining discount	—		(104,583		)	(104,583		)
Promissory Notes, net of discount, at December 31, 2018	$	494,437	$	745,417		$	1,239,854
New notes	—		67,500			67,500
Notes exchanged	—		(235,000		)	(235,000		)
Promissory Notes Principal Balance at March 31, 2019	494,437		682,500			1,176,937
Less: remaining discount	—		(55,000		)	(55,000		)
Promissory Notes, net of discount, at March 31, 2019	$	494,437	$	627,500		$	1,121,937

Offering of Unsecured, Non-Convertible Notes to Investor 1

During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017, in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matures on July 17, 2017. Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured.

On June 30, 2017, the Company and Investor 1 agreed to a 12 month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made all the payments according to this payment plan, and the note is payable upon demand.

As of March 31, 2019, $205,563 of principal and $45,414 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of March 31, 2019 were $494,437 and $101,089, respectively.

Offering of Unsecured, Non-Convertible Notes to Investor 2

On June 6, 2018, the Company initiated a second non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $315,000. The promissory note was issued with an original issue discount of $55,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000, that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matures on June 6, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $315,000 and $36,420, respectively.

On July 24, 2018, the Company initiated a third non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $115,000. The promissory note was issued with an original issue discount of $27,500, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,500, which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matures on January 24, 2019. Please see exchange note below.

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ASCENT SOLAR TECHNOLOGIES, INC.

On September 10, 2018, the Company initiated a fourth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $120,000. The promissory note was issued with an original issue discount of $20,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000, which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matures on March 10, 2019. Please see exchange note below.

On December 31, 2018, the Company initiated a fifth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $300,000. The promissory note was issued with an original issue discount of $75,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000, which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matures on June 30, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $300,000 and $13,954, respectively.

On March 11, 2019, the Company initiated a sixth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $60,000. The promissory note was issued with an original issue discount of $10,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $50,000, which was received in several tranches between January 2019 and March 2019. This note bears interest at 12% per annum and matures on September 11, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $60,000 and $847, respectively.

Exchange of Promissory Notes for Convertible Notes

On March 11, 2019, the Company entered into two new securities exchange agreements with Investor 2. Pursuant to the terms of the exchange agreements, Investor 2 agreed to surrender and exchange two promissory notes in exchange for two convertible notes. The first promissory note had a principal balance of $115,000 and an accrued interest balance of $10,607; and the second promissory note has a principal balance of $120,000 and an accrued interest balance of $7,829. See Note 11 for further discussion on the new convertible notes.

As of March 31, 2019, the aggregate outstanding principal and interest for Investor 2 was $682,500 and $51,254, respectively. Also, as of March 31, 2019, Investor 2 had provided the Company with an additional $7,500 in proceeds which had not yet been documented into a note.

Subsequent to the date of this report, the Company conducted additional transactions with promissory notes. Please refer to Note 15 for more information.

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ASCENT SOLAR TECHNOLOGIES, INC.

NOTE 11. CONVERTIBLE NOTES

The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:

	Principal Balance 12/31/2017		New Notes		Notes assigned or exchanged		Notes converted			Principal Balance 12/31/2018		Less: Discount Balance			Net Principal Balance 12/31/18
October 2016 Notes	$	330,000	$	—	$	—	$	—		$	330,000	$	—		$	330,000
St. George Notes	1,705,833		—		—		(606,600		)	1,099,233		(96,177		)	1,003,056
BayBridge Notes	565,000		—		270,000		(772,500		)	62,500		(62,100		)	400
Bellridge Notes	—		150,000		550,000		(245,000		)	455,000		(123,360		)	331,640
Power Up Notes	—		225,000		—		—			225,000		(110,621		)	114,379
EMA Note	—		75,000		—		—			75,000		(1,753		)	73,247
	$	2,600,833	$	450,000	$	820,000	$	(1,624,100	)	$	2,246,733	$	(394,011	)	$	1,852,722

	Principal Balance 12/31/2018		New Notes		Notes assigned or exchanged			Notes converted			Principal Balance 3/31/2019		Less: Discount Balance			Net Principal Balance 3/31/19
October 2016 Notes	$	330,000	$	—	$	—		$	—		$	330,000	$	—		$	330,000
St. George Notes	1,099,233		—		—			(106,750		)	992,483		—			992,483
BayBridge Notes	62,500		—		310,000			(90,500		)	282,000		(269,500		)	12,500
Bellridge Notes	455,000		—		—			(65,615		)	389,385		(64,359		)	325,026
Power Up Notes	225,000		107,000		—			(182,500		)	149,500		(104,547		)	44,953
EMA Note	75,000		—		(75,000		)	—			—		—			—
Widjaja Note	—		330,000		—			—			330,000		(164,725		)	165,275
GS Capital Notes	—		108,068		75,000			—			183,068		(62,500		)	120,568
	$	2,246,733	$	545,068	$	310,000		$	(445,365	)	$	2,656,436	$	(665,631	)	$	1,990,805

October 2016 Convertible Notes

On October 5, 2016, the Company entered into a securities purchase agreement with a private investor for the private placement of $330,000 principal amount of convertible notes. At Closing, the Company sold and issued $330,000 principal amount of convertible notes in exchange for $330,000 of gross proceeds.

The convertible notes matured on December 31, 2017 and bear interest at a rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand, the default interest rate has not been designated by the investor.

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ASCENT SOLAR TECHNOLOGIES, INC.

All principal and accrued interest on the convertible notes is convertible at any time, in whole or in part, at the option of the investor, into shares of common stock at a variable conversion price equal to 80% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. After the six month anniversary of the issuance of any convertible note, the conversion price for such note shall thereafter be equal to 50% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date.

The convertible notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the convertible notes; and (ii) bankruptcy or insolvency of the Company.

Outstanding principal and accrued interest on the convertible notes were $330,000 and $49,885, respectively as of March 31, 2019.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the fair value of the derivative liability was $876,481.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	876,481
Additional derivative liability on new notes	—
Change in fair value of derivative liability	(481,408		)
Derivative Liability Balance as of March 31, 2019	$	395,073

The derivative liability associated with the convertible notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible notes. As a result of the fair value assessment, the Company recorded a $481,408 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $395,073 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and dividend yield of 0%.

St. George Convertible Note

On September 8, 2017, the Company entered into a securities purchase agreement with St. George Investments, LLC ("St. George") for the private placement of $1,725,000 principal amount of the Company’s original issue discount convertible notes.

On September 11, 2017, the Company sold and issued a $1,725,000 principal convertible note to St. George in exchange for $1,500,000 of gross proceeds, and paid $20,000 in financing costs. The original issue discount of $225,000, and the financing costs, will be charged to interest expense, ratably, over the life of the note.

This note matured on March 11, 2019. The note does not bear interest in the absence of an event of default. The note is due upon demand and an interest rate has not been designated by St. George.

For the first six months after the issuance of the convertible note, the Company will make a monthly cash repayment on the note of approximately $96,000. Thereafter, St. George may request that the Company make monthly partial redemptions of the note up to $150,000 per month. If St. George does not request the full $150,000 redemption amount in any one month, the unused portion of such monthly redemption amount can be added to future monthly redemption amounts; however, in no event, can the amount requested for any one month exceed $275,000.

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ASCENT SOLAR TECHNOLOGIES, INC.

Redemption amounts are payable by the Company in cash. Beginning ten months after the issuance of the convertible note, cash redemption payments by the Company will be subject to a 15% redemption premium. The Company recorded an estimated cash premium of $172,500, at inception, which has been charged to interest, ratably, over the life of the note.

Beginning six months after the issuance of the convertible note, the Company also has the option (subject to customary equity conditions) to pay redemption amounts in the form of shares of common stock. Payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 85% of the average VWAP for the shares over the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

On May 1, 2018, effective as of April 3, 2018, in lieu of making the December 2017 through March 2018 cash payments, the the Company agreed to amend the variable conversion price formula outlined in the securities purchase agreement. As amended, payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 60% of the lowest VWAP for the shares during the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

All principal and accrued interest on the convertible note is convertible at any time, in whole or in part, at the option of St. George into shares of common stock at a fixed conversion price of $4.00 per share.

The convertible note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Note; and (ii) bankruptcy or insolvency of the Company. Upon the occurrence of an event of default, the convertible note will begin to bear interest at the rate of 22% per annum. In addition, upon the occurrence of an event of default, St. George has the option to increase the outstanding balance of the convertible note by 25%. The default provisions have not been designated by St. George.

In connection with the closing under the securities purchase agreement, the Company issued 37,500 unregistered shares of common stock to St. George as an origination fee. The closing stock price on the date of close was $1.70 resulting in an interest expense of $63,750 being recorded as of the date of close.

The convertible note may not be converted, and shares of common stock may not be issued pursuant to the convertible note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

As of March 31, 2019, cash payments of $191,667 had been made on the convertible note, and $713,350 had been converted into 74,352,901 shares of the Company's common stock. The remaining balance on the note was $992,483 as of March 31, 2019. The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Common Shares Issued
Q1 2018	$	75,000	187,500
Q2 2018	$	316,600	2,082,778
Q3 2018	$	102,500	3,142,333
Q4 2018	$	112,500	10,437,046
Q1 2019	$	106,750	58,503,244
	$	713,350	74,352,901

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible note issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the derivative liability was $1,060,000.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	1,060,000
Change in fair value of derivative liability	(909,567		)
Derivative Liability Balance as of March 31, 2019	$	150,433

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ASCENT SOLAR TECHNOLOGIES, INC.

The derivative liability associated with the convertible note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible note. As a result of the fair value assessment, the Company recorded a $909,567 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $150,433 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible note approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 52%, present value discount rate of 12%, and dividend yield of 0%.

BayBridge Convertible Note

On September 7, 2018, the Company, entered into an securities exchange agreement (“Exchange Agreement 2”) with Baybridge.

Pursuant to the terms of Exchange Agreement 2, BayBridge agreed to surrender and exchange an outstanding promissory note with a principal balance of $200,000, plus accrued interest of $16,800, for a convertible note with an aggregate principal amount of $270,000 and an original issue discount of $53,200 (“Exchange Note 2”).

Exchange Note 2 is unsecured, has no applicable registration rights, bears interest at a rate of 12% per annum, matures on September 7, 2019 and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from and after the date of issuance of Exchange Note 2, and then at any time until Exchange Note 2 is fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

As of March 31, 2019, Exchange Note 2 had been converted in full.

On March 11, 2019, as described in Note 10, the Company, entered into two additional securities exchange agreements (“Exchange Agreements 3 & 4”) with Baybridge.

Pursuant to the terms of Exchange Agreement 3, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $115,000, plus accrued interest of $10,607, for a convertible note with an aggregate principal amount of $150,000 and an original issue discount of $24,393 (“Exchange Note 3”).

Pursuant to the terms of Exchange Agreement 4, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $120,000, plus accrued interest of $7,829, for a convertible note with an aggregate principal amount of $160,000 and an original issue discount of $32,171 (“Exchange Note 4”).

Exchange Notes 3 & 4 are unsecured, have no applicable registration rights, bear interest at a rate of 12% per annum, mature on March 11, 2020 and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from the date of issuance of Exchanges Note 3 & 4, and then at any time until Exchange Notes 3 & 4 are fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

Conversion to shares of common stock may not be issued pursuant to Exchange Notes 3 & 4 if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

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ASCENT SOLAR TECHNOLOGIES, INC.

As of March 31, 2019, aggregate principal of $298,000 and interest of $7,581 had been converted into 63,409,004 shares of common stock and no cash payments of principal or interest had been made on these exchange notes. Exchange Note 2 had been converted in full. The principal and accrued interest balances on Exchange Notes 3 & 4, as of March 31, 2019, were $282,000 and $4,494, respectively.

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q4 2018	$	207,500	$	4,303	16,008,198
Q1 2019	$	90,500	$	3,278	47,400,806
	$	298,000	$	7,581	63,409,004

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion options in these notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	113,846
Additional derivative liability on new notes	310,640
Change in fair value of derivative liability	(134,553		)
Liability extinguished	(113,846		)
Derivative Liability Balance as of March 31, 2019	$	176,087

At December 31, 2018, the derivative liability associated with Exchange Note 2 was $113,846. During the three months ended March 31, 2019, Exchange Note 2 had been fully converted and the remaining derivative liability of $113,846 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion options in Exchange Notes 3 & 4 were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 11, 2019, the derivative liability associated with Exchange Notes 3 & 4 was $310,640. The fair value of the derivative was greater than the face value at issuance and the difference of $57,204 was charged to interest expense at issuance. The remaining debt discount of $253,436 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the Exchange Notes 3 & 4. As a result of the fair value assessment, the Company recorded a $134,553 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $176,087 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with Exchange Notes 3 & 4 approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 69%, present value discount rate of 12% and dividend yield of 0%.

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ASCENT SOLAR TECHNOLOGIES, INC.

Bellridge Convertible Notes

On July 25, 2018, as described in Note 11, the Company, entered into a securities exchange agreement (the “Exchange Agreement”) with Bellridge Capital, LP ("Bellridge"). Pursuant to the terms of the Exchange Agreement, the investor agreed to surrender and exchange a promissory note with a principal balance of $275,000 and accrued interest of $20,071. In exchange, the Company issued to the investor an unsecured convertible note with an aggregate principal amount of $300,000 (the “Exchange Note”). The original issue discount of $4,929 was charged to interest expense upon issuance. The Exchange Note is not secured, bears interest at a rate of 12% per annum, and will matured on January 25, 2019; principal and interest on the Exchange Note are due upon demand. The investor shall have the right, from and after the date of issuance of this note and then at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of the Company's common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.20, or (ii) 80% of the lowest traded price for the shares over the prior ten trading days.

On September 14, 2018, the “Company, issued a new $150,000 convertible note in a private placement to Bellridge. The note is not secured, contains no registration rights, bears interest at a rate of 12% per annum, will mature on September 14, 2019, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.20 or (ii) 70% of the lowest closing bid price for the shares over the prior five day trading period immediately preceding the conversion.

On October 18, 2018, as discussed in Note 9, Global assigned one of its notes to Bellridge. The note had an outstanding principal balance of $250,000 and an accrued interest balance of $26,466. The note matures on October 18, 2019, and all principal and interest is due upon maturity. The principal and accrued interest on the note are redeemable at any time, in whole or in part, at the option of Bellridge. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior five trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $0.20 per share, at the option of the Company.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, an aggregate principal of $310,615 and interest of $10,611, on the Bellridge convertible notes had been converted into 49,966,214 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $389,385 and $49,155, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q3 2018	$	137,500	$	2,104	3,715,476
Q4 2018	$	107,500	$	4,000	7,554,399
Q1 2019	$	65,615	$	4,507	38,696,339
	$	310,615	$	10,611	49,966,214

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in these convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $486,279.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	486,279
Liability extinguished	(43,521		)
Change in fair value of derivative liability	(376,119		)
Derivative Liability Balance as of March 31, 2019	$	66,639

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ASCENT SOLAR TECHNOLOGIES, INC.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $376,119 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $66,639 as of March 31, 2019.

The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 72% and 49%, present value discount rate of 12%, and dividend yield of 0%.

PowerUp Convertible Notes

On August 1, 2018, the Company, entered into a securities purchase agreement with Power Up Lending Group LTD, for the private placement of a $130,000 convertible note . This note is unsecured, bears interest at a rate of 8% per annum, and matures on August 1, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in February 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On September 4, 2018, the Company entered into a second securities purchase agreement with Power Up, for the private placement of a second convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on September 4, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On October 17, 2018, the Company entered into a third securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $42,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on October 16, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in April 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

On February 14, 2019, the Company entered into a fourth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $54,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on February 14, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in August 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

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ASCENT SOLAR TECHNOLOGIES, INC.

On March 7, 2019, the Company entered into a fifth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on March 7, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in September 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, $182,500 of principal and $7,300 of interest had been converted into 95,014,902 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $149,500 and $3,103, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2019	$	182,500	$	7,300	95,014,902
	$	182,500	$	7,300	95,014,902

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $511,137.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	511,137
Additional derivative liability on new notes	130,653
Liability extinguishment	(417,591		)
Change in fair value of derivative liability	(31,240		)
Derivative Liability Balance as of March 31, 2019	$	192,959

During the three months ended March 31, 2019, the first and second notes had been fully converted and the remaining derivative liability of $417,591 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion option in the fourth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At February 14, 2019, the derivative liability associated with the fourth note was $43,788.

The conversion option in the fifth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 7, 2019, the derivative liability associated with the second note was $86,865. The fair value of the derivative was greater than the face value at issuance and the difference of $34,365 was charged to interest expense at issuance. The remaining debt discount of $52,500 will be charged to interest expense ratably over the life of the note.

24

ASCENT SOLAR TECHNOLOGIES, INC.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $31,240 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $192,959 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 69% and 71%, present value discount rate of 12%, and dividend yield of 0%.

EMA Convertible Note

On August 29, 2018, the Company, entered into a securities purchase agreement with EMA Financial, LLC, for the private placement of a $75,000 convertible note. The note is unsecured, bears interest at a rate of 8% per annum, and matures on May 29, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, EMA shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's Common Stock. Conversions into Common Stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

On February 22, 2019, EMA assigned this note to GS Capital (see below). Per the terms of this agreement, $75,000 of principal and $2,909 of accrued interest were sold to the new investor and the Company paid $27,268 to EMA as a pre-payment penalty.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with the note was $240,156.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	240,156
Liability extinguishment	(240,156		)
Derivative Liability Balance as of March 31, 2019	$	—

During the three months ended March 31, 2019, the note had been fully converted and the remaining derivative liability of $240,156 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

Widjaja Convertible Note

On January 11, 2019, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on January 11, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

25

ASCENT SOLAR TECHNOLOGIES, INC.

At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 19.99% of the outstanding shares of the Company's common stock.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $330,000 and $8,571, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	219,634
Change in fair value of derivative liability	(93,463		)
Derivative Liability Balance as of March 31, 2019	$	126,171

The conversion option in the Widjaja note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the Widjaja note was $219,634.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $93,463 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $126,171 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 73%, present value discount rate of 12%, and dividend yield of 0%.

GS Capital Convertible Note

On February 22, 2019, the Company sold and issued to GS Capital Partners, LLC (“GS”) a $108,068 aggregate principal amount unsecured convertible promissory note in exchange for $75,000 of gross proceeds, $5,800 in financing costs, and $27,268 of premium associated with the assignment of the EMA note (see above). The note is unsecured, bears interest at 8% per annum, matures on February 22, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

26

ASCENT SOLAR TECHNOLOGIES, INC.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock.

On February 22, 2019, GS purchased $75,000 in convertible notes, plus accrued interest, from EMA. The terms of the note remain the same.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $183,068 and $4,394, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	101,063
Derivative liability assigned	240,156
Change in fair value of derivative liability	(293,647		)
Derivative Liability Balance as of March 31, 2019	$	47,572

The conversion option in the GS note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the GS note was $101,063. The fair value of the derivative was greater than the face value at issuance and the difference of $26,063 was charged to interest expense at issuance. The remaining debt discount of $75,000 will be charged to interest expense ratably over the life of the note.

The derivative liability assigned to GS from EMA, at February 22, 2019, was $240,156.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $293,647 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $47,572 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 35% and 70%, present value discount rate of 12%, and dividend yield of 0%.

Subsequent to the date of this report, the Company conducted additional transactions with convertible notes. Please refer to Note 15 for more information.

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NOTE 12. SERIES A PREFERRED STOCK

In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of $750,000 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6,000,000. This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1,000,000. The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock and a warrant to purchase 10,938 shares of common stock for $5,000,000.

Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017.

The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $232, as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At March 31, 2019, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of 12,656 preferred shares into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends.

Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8 per share of Series A Preferred Stock plus any accrued and unpaid dividends.

During the three months ended March 31, 2019, 12,656 shares Series A Preferred Stock, plus $70,527 of accrued dividends were converted into 1 share and 9,795,396 shares of the Company's common stock, respectively. As of March 31, 2019, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $283,131.

NOTE 13. STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

Reverse Stock Split

On July 19, 2018, the Company, filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, at a ratio of one-for-one thousand (the “Reverse Stock Split”).

The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on July 20, 2018 (the “Effective Time”), at which time every thousand shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.

Immediately following the Reverse Stock Split, the Company had approximately 19 million shares of Common Stock issued and outstanding. The number of authorized shares of the Company’s Common Stock remains at 20 billion. The number of shares of the Company’s Series A preferred stock outstanding was not affected by the Reverse Stock Split. However, the number of shares of Common Stock into which each outstanding share of Series A preferred stock is convertible will be adjusted proportionately as a result of the Reverse Stock Split. All outstanding RSUs, stock options, warrants and rights to purchase shares of Common Stock was adjusted proportionately.

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ASCENT SOLAR TECHNOLOGIES, INC.

Trading of the Company’s Common Stock continued on the OTC Marketplace on a split-adjusted basis on July 23, 2018.

At March 31, 2019, the Company had 20 billion shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of March 31, 2019, the Company had 322,543,901 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through March 31, 2019.

Preferred Stock

At March 31, 2019, the Company had 25,000,000 shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors.  The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock:

Preferred Stock Series Designation	Shares Authorized	Shares Outstanding
Series A	750,000	48,100
Series B-1	2,000	—
Series B-2	1,000	—
Series C	1,000	—
Series D	3,000	—
Series D-1	2,500	—
Series E	2,800	—
Series F	7,000	—
Series G	2,000	—
Series H	2,500	—
Series I	1,000	—
Series J	1,350	—
Series J-1	1,000	—
Series K	20,000	—

Series A Preferred Stock

Refer to Note 12 for Series A Preferred Stock activity.

Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock

There were no transactions involving the Series B-1, B-2, C, D, D-1, H, I, J, J-1, or K during the three months ended March 31, 2019.

NOTE 14. EQUITY PLANS AND SHARE-BASED COMPENSATION

Share-Based Compensation: The Company measures share-based compensation cost at the grant date based on the fair value of the award and recognizes this cost as an expense over the grant recipients’ requisite service periods for all awards made to employees, officers, directors and consultants.

The share-based compensation expense recognized in the Consolidated Statements of Operations was as follows:

	For three months ended March 31,		For three months ended March 31,
	2019		2018
Research and development	$	—	$	454
Selling, general and administrative	$	4,346	$	13,870
Total share-based compensation cost	$	4,346	$	14,324

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ASCENT SOLAR TECHNOLOGIES, INC.

The following table presents share-based compensation expense by type:

	For three months ended March 31,		For three months ended March 31,
	2019		2018
Type of Award:
Stock Options	$	4,346	$	14,324
Restricted Stock Units and Awards	$	—	$	—
Total share-based compensation cost	$	4,346	$	14,324

Stock Options: The Company recognized share-based compensation expense for stock options of $4,346 to officers, directors and employees for the three months ended March 31, 2019 related to stock option awards, reduced for estimated forfeitures. There were no option grants during the three months ended March 31, 2019 or March 31, 2018.

As of March 31, 2019, total compensation cost related to non-vested stock options not yet recognized was $3,767 which is expected to be recognized over a weighted average period of approximately 0.21 years. As of March 31, 2019, 96 shares were vested or expected to vest in the future and 120 shares remained available for future grants under the Option Plan.

The following table summarizes stock option activity within the Stock Option Plan:

	Stock Option Shares		Weighted Average Remaining Contractual Life in Years
Outstanding at December 31, 2017	195		7.32
Granted	—
Exercised	—
Canceled	(85	)
Outstanding at December 31, 2018	110		5.18
Granted	—
Exercised	—
Canceled	(13	)
Outstanding at March 31, 2019	97		5.18
Exercisable at March 31, 2019	92		5.13

Restricted Stock: The Company did not recognized share-based compensation expense related to restricted stock grants for the three months ended March 31, 2019 or for the year ended December 31, 2018. There were no restricted stock grants for the periods ended March 31, 2019 and December 31, 2018.

As of March 31, 2019, there was no unrecognized share-based compensation expense from unvested restricted stock, no shares were expected to vest in the future, and 496 shares remained available for future grants under the Restricted Stock Plan.

NOTE 15. SUBSEQUENT EVENTS

Offering of Promissory Note (Note 10)

On May 14, 2019, the Company issued, to Investor 2, a additional promissory note with a principal balance of $100,000 in exchange for $75,000 in gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on November 14, 2019, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

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Exchange of Outstanding Promissory Notes for Unsecured Convertible Note

On May 2, 2019, the Company, entered into two securities exchange agreements (the “Exchange Agreements”) with BayBridge (Note 11).

Pursuant to the terms of the Exchange Agreements, BayBridge agreed to surrender and exchange one outstanding promissory note (Note 10) with a principal balance of $349,650, plus accrued interest, for an additional unsecured convertible note with a principal amount of $450,000. The note is unsecured, bears interest at 12% per annum, matures on May 2, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note until fully paid, BayBridge shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) a price equal to $0.002, or (ii) 65% of the lowest closing bid price for the shares over the prior five trading days.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of the Company's common stock.

Offering of Convertible Notes (Note 11)

On May 2, 2019, the Company entered into an additional note purchase with Power Up, for the private placement of a $42,500 convertible promissory note in exchange for $42,500 of gross proceeds. The note is unsecured, bears interest at 8% per annum, matures on May 2, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. The interest rate increases to 22% in the event of a default under the note.

Beginning in November 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock.

Conversions of Convertible Notes (Note 11)

Subsequent to the date of this report, an additional $39,320 in principal for St. George was converted into 53,303,030 shares of common stock.

Subsequent to the date of this report, an additional $58,500 in principal, plus accrued interest and a deposit fee, for BayBridge was converted into 100,486,326 shares of common stock.

Subsequent to the date of this report, an additional $29,385 in principal, plus accrued interest, for Bellridge was converted into 40,079,230 shares of common stock.

Subsequent to the date of this report, an additional $42,500 in principal, plus accrued interest, for Power Up was converted into 47,155,556 shares of common stock.

Subsequent to the date of this report, $15,000 in principal, plus accrued interest, for GS Capital was converted into 17,321,692 shares of common stock.

Sale of Building

On April 12, 2019, the Company entered into an agreement for the sale of its Thornton, Colorado building at a gross sales price of $13 million.  The closing of the transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2019.

31

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q. This discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Overview

We are a company formed to commercialize flexible PV modules using our proprietary technology. For the three months ended March 31, 2019, we generated $215,384 of revenue. Our revenue of $215,384 from product sales accounted for 100% of total revenue, we did not have any revenue generated from government research and development contracts during the three months ended March 31, 2019. As of March 31, 2019, we had an accumulated deficit of approximately $415 million.

In January 2017, Ascent was awarded a contract to supply high-voltage SuperLight thin-film CIGS PV blankets. These 50W, fully laminated, flexible blankets were manufactured using a new process that was optimized for high performance in near-space conditions at elevated temperatures, and are custom designed for easy modular integration into series and parallel configurations to achieve the desired voltage and current required for such application.

During the third quarter of 2017, Ascent Solar was selected by Energizer to develop and supply solar panels for their PowerKeep line of solar products, and in November 2017, Ascent introduced the next generation of our USB-based portable power systems with the XD™ series. The first product introduced was the XD-12 which, like previous products, is a folding, lightweight, easily stowable, PV system with USB power regulation. Unique to this generation of PV portable power is more PV power (12 Watts) and a 2.0 Amp smart USB output to enable the XD-12 to charge most smartphones, tablets, and USB-enabled devices as fast as a wall outlet. The enhanced smart USB circuit works with the device to be charged so that the device can determine the maximum power it is able to receive from the XD-12, and ensures the best possible charging performance directly from the sun.

Also in 2017, for a space customer, Ascent manufactured a new micro-module, approximately 12.8mm x 50mm (0.5in x 2.0in) in size that is ideal for both laboratory-scale environmental testing, and for subsequent integration into flight experiments.

In February 2018, the Company introduced the second product in our XD series. Delivering up to 48 Watts of solar power, the durable and compact Ascent XD-48 Solar Charger is the ideal solution for charging many portable electronics and off-grid power systems. The XD-48’s versatility allows it to charge both military and consumer electronics directly from the sun wherever needed. Like the XD-12, the XD-48 has a compact and portable design, and its rugged, weather-resistant construction withstands shocks, drops, damage and even minor punctures to power through the harshest conditions.

In March 2018, Ascent successfully shipped to a European based customer for a lighter-than-air, helium-filled airship project based on our newly developed ultra-light modules with substrate material than half of the thickness of our standard modules.

We continue to design and manufacture PV integrated consumer electronics as well as portable power applications for commercial and military users. Due to the high durability enabled by the monolithic integration employed by our technology, the capability to customize modules into different form factors and the industry leading light weight and flexibility provided by our modules, we believe that the potential applications for our products are numerous.

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Commercialization and Manufacturing Strategy

We manufacture our products by affixing a thin CIGS layer to a flexible, plastic substrate using a large format, roll-to-roll process that permits us to fabricate our flexible PV modules in an integrated sequential operation. We use proprietary monolithic integration techniques which enable us to form complete PV modules with little to no costly back end assembly of inter cell connections. Traditional PV manufacturers assemble PV modules by bonding or soldering discrete PV cells together. This manufacturing step typically increases manufacturing costs and at times proves detrimental to the overall yield and reliability of the finished product. By reducing or eliminating this added step using our proprietary monolithic integration techniques, we believe we can achieve cost savings in, and increase the reliability of, our PV modules. All tooling necessary for us to meet our near term production requirements is installed in our Thornton, Colorado plant. In 2012, we further revised our strategy to focus on applications for emerging and high-value specialty PV markets, including off grid, aerospace, military and defense and consumer oriented products.

We plan to continue the development of our current PV technology to increase module efficiency, improve our manufacturing tooling and process capabilities and reduce manufacturing costs. We also plan to continue to take advantage of research and development contracts to fund a portion of this development.

Significant Trends, Uncertainties and Challenges

We believe the significant trends, uncertainties and challenges that directly or indirectly affect our financial performance and results of operations include:

• Our ability to generate customer acceptance of and demand for our products;

• Successful ramping up of commercial production on the equipment installed;

• Our products are successfully and timely certified for use in our target markets;

• Successful operating of production tools to achieve the efficiencies, throughput and yield necessary to reach our cost targets;

• The products we design are saleable at a price sufficient to generate profits;

• Our ability to raise sufficient capital to enable us to reach a level of sales sufficient to achieve profitability on terms favorable to us;

• Effective management of the planned ramp up of our domestic and international operations;

• Our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, distributors, retailers and e-commerce companies, who deal directly with end users in our target markets;

• Our ability to maintain the listing of our common stock on the OTCBB Market;

• Our ability to implement remediation measures to address material weaknesses in internal control;

• Our ability to achieve projected operational performance and cost metrics;

• Our ability to enter into commercially viable licensing, joint venture, or other commercial arrangements; and

• Availability of raw materials.

Basis of Presentation: The accompanying consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc., Ascent Solar (Asia) Pte. Ltd., and Ascent Solar (Shenzhen) Co., Ltd. (collectively, "the Company") as of March 31, 2019 and March 31, 2018, and the results of operations for the three months ended March 31, 2019 and 2018. Ascent Solar (Shenzhen) Co., Ltd. is wholly owned by Ascent Solar (Asia) Pte. Ltd., which is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.

Critical Accounting Policies and Estimates

Critical accounting policies used in reporting our financial results are reviewed by management on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Processes used to develop these estimates are evaluated on an ongoing basis. Estimates are based on historical experience and various other assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities. Actual results may differ as outcomes from assumptions may change.

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The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. There have been no significant changes to our accounting policies as of March 31, 2019.

Results of Operations

Comparison of the Three Months Ended March 31, 2019 and 2018

Revenues. Our revenues were $215,384 for the three months endedMarch 31, 2019 compared to $377,511 for the three months endedMarch 31, 2018, a decrease of $162,127, due to fewer product sales.

Cost of revenues. Our Cost of revenues for the three months endedMarch 31, 2019 was $91,436 compared to $273,028 for the three months endedMarch 31, 2018, a decrease of $181,592. The decrease in cost of revenues is mainly due to the decrease in materials and labor costs as a result of a decrease in production for the three months endedMarch 31, 2019 compared to 2018. Cost of revenues for the three months endedMarch 31, 2019 is comprised of a credit to materials and freight of $19,878, direct labor of $430, and overhead of $110,884. Management believes our factory is currently significantly under-utilized, and a substantial increase in revenue would result in marginal increases to Direct Labor and Overhead included in the Cost of revenues. As such management’s focus going forward is to improve gross margin through increased sales and improved utilization of our factory. We are currently pursuing high-value PV markets.

Research, development and manufacturing operations. Research, development and manufacturing operations costs were $489,063 for the three months endedMarch 31, 2019, compared to $1,173,035 for the three months endedMarch 31, 2018, a decrease of $683,972. Research, development and manufacturing operations costs include costs incurred for product development, pre-production and production activities in our manufacturing facility. Research, development and manufacturing operations costs also include costs related to technology development and governmental contracts. The following factors contributed to the decrease in research, development, and manufacturing operations expenses during the three months endedMarch 31, 2019:

1. Personnel and facility related expenses decreased approximately $670,340, as compared to the same time period of 2018. The decrease in personnel and facility related costs was primarily due to a reduction in headcount and the use of contractors.

2. Materials and equipment related expenses, decreased approximately $13,632, as compared to the same time period of 2018. The decrease was due to a decrease in production of research and development products.

Selling,general and administrative. Selling, general and administrative expenses were $508,375 for the three months endedMarch 31, 2019, compared to $934,591 for the three months endedMarch 31, 2018, a decrease of $426,216. The following factors contributed to the decrease in selling, general, and administrative expenses during the three months endedMarch 31, 2019:

1. Personnel and facility related costs decreased $345,813 during the three months endedMarch 31, 2019, as compared to the the three months endedMarch 31, 2018. The overall decrease in personnel related costs was primarily due a lower headcount for the the three months endedMarch 31, 2019, as compared to the the three months endedMarch 31, 2018 as well as the decreased use of consultants and contractors during the same period.

2. Marketing and related expenses decreased $1,292 during the three months endedMarch 31, 2019, as compared to the the three months endedMarch 31, 2018. The decrease in Marketing and related expenses is due to reduced marketing, advertising, and promotional activities during the the three months endedMarch 31, 2019, compared to the same time period of 2018, which is the direct result of reducing our marketing budget to focus more on the development of our PV.

3. Legal expenses decreased $141,843 during the three months endedMarch 31, 2019, as compared to the the three months endedMarch 31, 2018. The primary reasons for the decrease is due to decreased general legal expenses related to financing efforts as compared to the the three months endedMarch 31, 2018 and decreases in legal expenses related to our patent activity as compared to the same period of 2018.

4. Public company expenses increased $22,072 during the three months endedMarch 31, 2019, as compared to the the three months endedMarch 31, 2018. This increase is primarily due to increased filing fees related to financing agreements in 2019, as compared to 2018.

5. Bad debt and settlement expenses decreased approximately $40,660 during the three months endedMarch 31, 2019, as compared to the three months endedMarch 31, 2018. During 2018 we recorded payments and settlements against existing reserves. We did not have settlement expenses during 2019.

Other Income/Expense, net. Other net income was $4,180,579 for the three months endedMarch 31, 2019, compared to a other net expense of $2,328,191 for the the three months endedMarch 31, 2018, an increase of approximately $6,508,770. The following factors contributed to the increase in other income, net during the year ended March 31, 2019:

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1. Interest expense increased approximately $1,482,518, as compared to the year ended March 31, 2018. The increase is primarily due to an increase of non-cash interest expense related to convertible debt and promissory notes.

2. Gains and losses on change in fair value of derivatives and on extinguishment of liabilities, was a net gain of $7,006,827 for the three months endedMarch 31, 2019, as compared to a net loss of $984,461 for the three months endedMarch 31, 2018. The change of $7,991,288 in this non-cash item is attributable to a net gain of $6,694,074 on the change in fair value of our embedded derivative instruments during the three months endedMarch 31, 2019, compared to a net gain $551,086 in 2018, offset by a reduction in the loss from extinguishment of liabilities of $746,128, related to conversions and redemptions of certain convertible notes and preferred stock, for the three months endedMarch 31, 2019, as compared to the the three months endedMarch 31, 2018.

Net Income/Loss. Our Net Income was $3,240,737 for the three months endedMarch 31, 2019, compared to a Net Loss of $4,433,046 for the three months endedMarch 31, 2018, an improvement of $7,673,783.

The increase in Net Income for the three months endedMarch 31, 2019 can be summarized in variances in significant account activity as follows:

	Change to Net Income from (Net Loss) For the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018
Revenues	$	162,127
Cost of Revenue	181,592
Research, development and manufacturing operations
Materials and Equipment Related Expenses	13,632
Personnel and Facility Related Expenses	670,340
Selling, general and administrative expenses
Personnel, Administrative, and Facility Related Expenses	345,813
Marketing Related Expenses	1,292
Legal Expenses	141,843
Public Company Costs	(22,072		)
Bad Debt Expense	(40,660		)
Depreciation and Amortization Expense	35,360
Other Income/Expense
Interest Expense	1,482,518
Other Income/Expense	—
Non-Cash Change in Fair Value of Derivative Liabilities and (Gain)/Loss on Extinguishment of Liabilities, net	(7,991,288		)
Change to net income from net loss	$	7,673,783

Liquidity and Capital Resources

The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the three months endedMarch 31, 2019 the Company used $1,161,889 in cash for operations. The Company's primary significant long term cash obligation consists of a note payable of $5,292,931 to a financial institution secured by a mortgage on its headquarters and manufacturing building in Thornton, Colorado. Total payments of approximately $693,611, including principal and interest, will come due in the remainder of 2019.

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On April 12, 2019, the Company entered into an agreement for the sale of its Thornton, Colorado building at a gross sales price of $13 million.  The closing of the transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2019.

Additional projected product revenues are not anticipated to result in a positive cash flow position for the year 2019 overall and, as of March 31, 2019, the Company has negative working capital. As such, cash liquidity sufficient for the next twelve months will require additional financing.

The Company continues to accelerate sales and marketing efforts related to its consumer and military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company has begun activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.

As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. The Company has scaled down its operations, due to cash flow issues, and does not expect to ramp up until significant financing is obtained.

Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Statements of Cash Flows Comparison of the Three Months Ended March 31, 2019 and 2018

For the three months endedMarch 31, 2019, our cash used in operations was $1,161,889 compared to $1,494,744 for the three months endedMarch 31, 2018, a decrease of $332,855. The decrease is primarily the result of reduced operations during the current year. For the three months endedMarch 31, 2019, cash used in investing activities was $2,131 compared to $6,502 for the three months endedMarch 31, 2018. This decrease was the result of reduced spending on patents. During the three months endedMarch 31, 2019, negative operating cash flows of $1,161,889 million were funded through $1,201,768 million in new debt issuances, offset by payment of financing costs of $5,000.

Off Balance Sheet Transactions

As of March 31, 2019, we did not have any off balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk

We hold no significant funds and have no future obligations denominated in foreign currencies as of March 31, 2019.

Although our reporting currency is the U.S. Dollar, we may conduct business and incur costs in the local currencies of other countries in which we may operate, make sales and buy materials. As a result, we are subject to currency translation risk. Further, changes in exchange rates between foreign currencies and the U.S. Dollar could affect our future net sales and cost of sales and could result in exchange losses.

Interest Rate Risk

Our exposure to market risks for changes in interest rates relates primarily to our cash equivalents and investment portfolio. As of March 31, 2019, our cash equivalents consisted only of operating accounts held with financial institutions. From time to time, we hold restricted funds, money market funds, investments in U.S. government securities and high quality corporate securities. The primary objective of our investment activities is to preserve principal and provide liquidity on demand, while at the same time maximizing the income we receive from our investments without significantly increasing risk. The direct risk to us associated with fluctuating interest rates is limited to our investment portfolio, and we do not believe a change in interest rates will have a significant impact on our financial position, results of operations, or cash flows.

36

Credit Risk

From time to time, we hold certain financial and derivative instruments that potentially subject us to credit risk. These consist primarily of cash, cash equivalents, restricted cash, investments, and forward foreign currency option contracts. We are exposed to credit losses in the event of nonperformance by the counter parties to our financial and derivative instruments. We place cash, cash equivalents, investments and forward foreign currency option contracts with various high quality financial institutions, and exposure is limited at any one institution. We continuously evaluate the credit standing of our counter party financial institutions.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. Our management conducted an evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15 under the Exchange Act as of March 31, 2019. Based on this evaluation, our management concluded the design and operation of our disclosure controls and procedures were not effective as of March 31, 2019.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ("GAAP") in the United States of America and includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

• provide reasonable assurance transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation, our management concluded our internal controls over financial reporting were not effective as of March 31, 2019. Our management reviewed the results of its assessment with the Audit Committee.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weakness

Based on our assessment and the criteria used, management concluded that our internal control over financial reporting as of March 31, 2019 was not effective due to the material weaknesses described as follows:

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• The Company was understaffed and did not have sufficiently trained resources with the technical expertise to ensure that all company transactions were accounted for in accordance with GAAP. This deficiency arose primarily from staff turnover and the inability of the Company to devote sufficient replacement resources in a timely manner, as a result of the Company's financial situation

As a consequence, the Company did not have effective process level control activities over the following:

• Accounting for the Company's inventory and cost of revenue was lacking for the preparation of the March 31, 2019 financial statements.  Miscalculations in these areas could impact the Company's current assets, revenues, operating results, and cash flows.

The control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. The control deficiencies described above resulted in material misstatements in the preliminary consolidated financial statements that were corrected prior to the issuance of the consolidated financial statements as of and for the fiscal year ended March 31, 2019.  

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

The Company plans to executed the following steps in 2019 to remediate the aforementioned material weaknesses in its internal control over financial reporting:

• The Company plans to engage a resource, either as internal staff or an external contractor, with the technical expertise to track and report on inventory transactions and cost of revenue calculations.

• The Company will design and implement additional procedures in order to assure that the resource mentioned above and other audit/accounting personnel are more involved with the Company’s inventory activities and cost of revenue allocations to monitor and earlier identify accounting issues that may be raised by the Company’s ongoing activities.

Changes in Internal Control Over Financial Reporting

Except for the identification and mitigation of the material weaknesses noted above, there were no other changes in internal control over financial reporting during the year ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the updated risk factors in our Annual Report on Form 10-K filed on April 19, 2019, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K filed on April 19, 2019 are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not required.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

38

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits listed on the accompanying Index to Exhibits on this Form 10-Q are filed or incorporated into this Form 10-Q by reference.

EXHIBIT INDEX

Exhibit No.	Description
10.1	Non-Convertible Promissory Note Dated December 31, 2018 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 3, 2019)
10.2	Unsecured Promissory Note dated January 11, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 15, 2019)
10.3	Securities Purchase Agreement Dated February 14, 2019 (incorporated by reference to Exhibit 10.98 to our Annual Report on Form 10-K filed on April 16, 2019)
10.4	Convertible Promissory Note Dated February 14, 2019 (incorporated by reference to Exhibit 10.99 to our Annual Report on Form 10-K filed on April 16, 2019)
10.5	GS Capital Partners Convertible Redeemable Note (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 28, 2019)
10.6	GS Capital Partners Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on February 28, 2019)
10.7	Securities Purchase Agreement Dated March 7, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 13, 2019)
10.8	Convertible Promissory Note Dated March 7, 2019 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 13, 2019)
10.9	Exchange Agreement I Dated March 11, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 15, 2019)
10.10	Convertible Promissory Note Dated March 11, 2019 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 15, 2019)
10.11	Exchange Agreement II Dated March 11, 2019 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 15, 2019)
10.12	Convertible Promissory Note Dated March 11, 2019 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on March 15, 2019)
10.13	Non-Convertible Promissory Note Dated March 11, 2019 (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on March 15, 2019)
10.14	Securities Purchase Agreement Dated March 13, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 22, 2019)
10.15	Secured Convertible Promissory Note Dated March 13, 2019 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 22, 2019)
10.16	Purchase and Sale Agreement Dated April 12, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 18, 2019
10.17	Securities Purchase Agreement Dated May 2, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 8, 2019)
10.18	Convertible Promissory Note Dated May 2, 2019 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on May 8, 2019)
10.19	Exchange Agreement Dated May 2, 2019 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 8, 2019)
10.20	Convertible Promissory Note Dated May 2, 2019 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on May 8, 2019)
10.21	Non-Convertible Promissory Note Dated May 14, 2019 (incorporated by reference to Exhibit 10.1 to put Current Report on Form 8-K filed May 17, 2019)
Exhibit No.	Description

39

31.1*	Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith

40

ASCENT SOLAR TECHNOLOGIES, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 29th day of May, 2019.

ASCENT SOLAR TECHNOLOGIES, INC.
By:	/S/ VICTOR LEE
	Lee Kong Hian (aka Victor Lee) President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, Chief Accounting Officer, and Authorized Signatory)

41

EX-31.1

Exhibit 31.1

ASCENT SOLAR TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Victor Lee, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ascent Solar Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 29, 2019
	/s/ VICTOR LEE
	Victor Lee President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, Chief Accounting Officer, and Authorized Signatory)

EX-31.2

Exhibit 31.2

ASCENT SOLAR TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Victor Lee, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ascent Solar Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 29, 2019
	/s/ VICTOR LEE
	Victor Lee President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, Chief Accounting Officer, and Authorized Signatory)

EX-32.1

Exhibit 32.1

ASCENT SOLAR TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ascent Solar Technologies, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on the date therein specified (the “Report”), I, Victor Lee, President, Chief Executive Officer and acting Principal Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 29, 2019
	/s/ VICTOR LEE
	Victor Lee President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, Chief Accounting Officer, and Authorized Signatory)

EX-32.2

Exhibit 32.2

ASCENT SOLAR TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ascent Solar Technologies, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on the date therein specified (the “Report”), I, Victor Lee, President, Chief Executive Officer and acting Principal Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 29, 2019
	/s/ VICTOR LEE
	Victor Lee President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, Chief Accounting Officer, and Authorized Signatory)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 24, 2019
Document And Entity Information [Abstract]
Entity Registrant Name	Ascent Solar Technologies, Inc.
Entity Central Index Key	0001350102
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		580,889,727

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CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 50,907	$ 18,159
Trade receivables, net of allowance of $45,794 and $45,644, respectively	55,616	165,160
Inventories, net	677,920	660,791
Prepaid expenses and other current assets	182,422	138,369
Total current assets	966,865	982,479
Property, Plant and Equipment:	36,621,187	36,621,187
Less accumulated depreciation and amortization	(32,256,329)	(32,207,829)
Net property, plant and equipment	4,364,858	4,413,358
Other Assets:
Patents, net of accumulated amortization of $381,385 and $363,533, respectively	846,708	862,429
Other non-current assets	33,123	34,061
Total other assets	879,831	896,490
Total Assets	6,211,554	6,292,327
Current Liabilities:
Accounts payable	1,915,926	2,318,655
Related party payables	270,052	270,740
Accrued expenses	1,714,667	1,562,435
Accrued interest	1,224,772	1,198,279
Notes payable	1,516,530	1,516,530
Current portion of long-term debt	354,885	349,093
Secured promissory notes, net of discount of $2,672,928 and $2,824,365, respectively	4,379,969	3,447,380
Promissory notes, net of discounts of $55,000 and $104,583, respectively	1,121,937	1,239,854
Convertible notes, net of discounts of $665,631 and $394,011, respectively	1,990,805	1,852,722
Embedded derivative liability	5,118,128	10,114,452
Total current liabilities	19,607,671	23,870,140
Long-term debt, net of current portion	4,938,046	5,028,969
Accrued Warranty Liability	27,839	29,114
Total Liabilities	24,573,556	28,928,223
Commitments and Contingencies
Stockholders’ Deficit:
Series A preferred stock, $.0001 par value; 750,000 shares authorized as of March 31, 2019 and December 31, 2018; 48,100 and 60,756 shares issued and outstanding as of March 31, 2019 and December 31, 2018 ($663,121 and $822,620 Liquidation Preference, respectively)	5	6
Common stock, $0.0001 par value, 20,000,000,000 shares authorized as of March 31, 2019 and December 31, 2018; 322,543,901 and 63,537,885 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively	32,255	6,354
Additional paid in capital	396,896,969	395,889,712
Accumulated deficit	(415,291,231)	(418,531,968)
Total stockholders’ deficit	(18,362,002)	(22,635,896)
Total Liabilities and Stockholders’ Deficit	$ 6,211,554	$ 6,292,327

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Allowance for doubtful accounts	$ 45,794	$ 45,664
Patents, amortization	$ 381,385	$ 363,533
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized (in shares)	25,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000,000	20,000,000,000
Common stock, shares issued (in shares)	322,543,901	63,537,885
Common stock, shares outstanding (in shares)	322,543,901	63,537,885
Commitments and Contingencies
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	750,000	750,000
Preferred stock, shares outstanding (in shares)	48,100	60,756
Preferred stock, liquidation preference	$ 663,121	$ 822,620
Series K Preferred Stock [Member]
Preferred stock, shares authorized (in shares)	20,000
Preferred stock, shares outstanding (in shares)	0
Secured Promissory Note, Current [Member]
Unamortized discount	$ 2,672,928	2,824,365
Promissory Note [Member]
Unamortized discount	55,000	104,583
Convertible Notes [Member]
Unamortized discount	$ 665,631	$ 394,011

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenues	$ 215,384	$ 377,511
Costs and Expenses
Cost of revenues (exclusive of depreciation shown below)	91,436	273,028
Research, development and manufacturing operations (exclusive of depreciation shown below)	489,063	1,173,035
Selling, general and administrative (exclusive of depreciation shown below)	508,375	934,591
Depreciation and amortization	66,352	101,712
Total Costs and Expenses	1,155,226	2,482,366
Loss from Operations	(939,842)	(2,104,855)
Other Income/(Expense)
Interest Expense	(2,826,248)	(1,343,730)
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net	7,006,827	(984,461)
Total Other Income/(Expense)	4,180,579	(2,328,191)
Net Income (Loss)	$ 3,240,737	$ (4,433,046)
Net Income (Loss) Per Share (Basic) (in dollars per share)	$ 0.02	$ (0.40)
Net Income (Loss) Per Share (Diluted) (in dollars per share)	$ 0.001	$ (0.40)
Weighted Average Common Shares Outstanding (Basic) (in shares)	139,241,521	10,996,379
Weighted Average Common Shares Outstanding (Diluted) (in shares)	3,591,903,040	10,996,379

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Common stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Series A Preferred Stock [Member]	Series A Preferred Stock [Member] Common stock [Member]	Series A Preferred Stock [Member] Preferred Stock [Member]	Series A Preferred Stock [Member] Additional Paid-in Capital [Member]	St. George Convertible Note [Member]	St. George Convertible Note [Member] Common stock [Member]	St. George Convertible Note [Member] Additional Paid-in Capital [Member]	Global Ichiban Convertible Notes [Member]	Global Ichiban Convertible Notes [Member] Common stock [Member]	Global Ichiban Convertible Notes [Member] Additional Paid-in Capital [Member]	BayBridge Promissory Notes [Member]	BayBridge Promissory Notes [Member] Common stock [Member]	BayBridge Promissory Notes [Member] Additional Paid-in Capital [Member]	Bellridge Convertible Note [Member]	Bellridge Convertible Note [Member] Common stock [Member]	Bellridge Convertible Note [Member] Additional Paid-in Capital [Member]	PowerUp Convertible Note [Member]	PowerUp Convertible Note [Member] Common stock [Member]	PowerUp Convertible Note [Member] Additional Paid-in Capital [Member]
Beginning balance (in shares) at Dec. 31, 2017		9,606,677	60,756
Beginning balance at Dec. 31, 2017	$ (15,202,335)	$ 961	$ 6	$ 387,292,174	$ (402,495,476)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Interest and Dividend Expense paid with Common Stock (in shares)		81,242
Interest and Dividend Expense paid with Common Stock	20,717	$ 8		20,709
Conversion of shares (in shares)											187,500			2,450,980			411,765
Conversion of shares										$ 75,000	$ 19	$ 74,981	$ 1,250,000	$ 245	$ 1,249,755	$ 105,000	$ 41	$ 104,959
Loss on Extinguishment of Liabilities	433,375			433,375
Stock based compensation	14,324			14,324
Net Income (loss)	(4,433,046)				(4,433,046)
Ending balance (in shares) at Mar. 31, 2018		12,738,164	60,756
Ending balance at Mar. 31, 2018	(17,736,965)	$ 1,274	$ 6	389,190,277	(406,928,522)
Beginning balance (in shares) at Dec. 31, 2018		63,537,885	60,756
Beginning balance at Dec. 31, 2018	(22,635,896)	$ 6,354	$ 6	395,889,712	(418,531,968)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Interest and Dividend Expense paid with Common Stock (in shares)		17,938,692
Interest and Dividend Expense paid with Common Stock	85,611	$ 1,794		83,817
Conversion of shares (in shares)							1	(12,656)			58,503,244			9,595,327			46,461,277			36,166,781			90,340,694
Conversion of shares						$ 0		$ (1)	$ 1	$ 106,750	$ 5,850	$ 100,900	$ 115,000	$ 960	$ 114,040	$ 90,500	$ 4,646	$ 85,854	$ 65,616	$ 3,617	$ 61,999	$ 182,500	$ 9,034	$ 173,466
Loss on Extinguishment of Liabilities	382,834			382,834
Stock based compensation	4,346			4,346
Net Income (loss)	3,240,737				3,240,737
Ending balance (in shares) at Mar. 31, 2019		322,543,901	48,100
Ending balance at Mar. 31, 2019	$ (18,362,002)	$ 32,255	$ 5	$ 396,896,969	$ (415,291,231)

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating Activities:
Net Income (loss)	$ 3,240,737	$ (4,433,046)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	66,352	101,712
Stock based compensation	4,346	14,324
Amortization of financing costs	14,856	3,333
Non-cash interest expense	984,829	222,648
Amortization of debt discount	1,360,322	1,011,109
Bad debt expense	130	0
Write off Enerplex Patents	0	59,153
Warranty reserve	(1,275)	(6,345)
Change in fair value of derivatives and loss on extinguishment of liabilities, net	(7,006,827)	984,461
Changes in operating assets and liabilities:
Accounts receivable	109,414	(1,326)
Inventories	(17,129)	(36,465)
Prepaid expenses and other current assets	(47,171)	(29,852)
Accounts payable	(323,710)	244,975
Related party payable	(688)	5,927
Accrued expenses	301,693	258,837
Accrued interest	152,232	105,811
Net cash used in operating activities	(1,161,889)	(1,494,744)
Investing Activities:
Patent activity costs	(2,131)	(6,502)
Net cash used in investing activities	(2,131)	(6,502)
Financing Activities:
Proceeds from debt	1,201,768	1,530,000
Repayment of debt	0	(30,261)
Payment of debt financing costs	(5,000)	0
Net cash provided by financing activities	1,196,768	1,499,739
Net change in cash and cash equivalents	32,748	(1,507)
Cash and cash equivalents at beginning of period	18,159	89,618
Cash and cash equivalents at end of period	50,907	88,111
Supplemental Cash Flow Information:
Cash paid for interest	20,741	106,617
Cash paid for income taxes	0	0
Non-Cash Transactions:
Non-cash conversions of preferred stock and convertible notes to equity	645,977	1,430,000
Non-cash financing costs	10,800	0
Interest converted to principal	171,152	96,120
Initial embedded derivative liabilities	2,229,187	1,151,162
Promissory notes converted to convertible notes	$ 235,000	$ 0

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ORGANIZATION

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

ORGANIZATION

Ascent Solar Technologies, Inc. (“Ascent”) was incorporated on October 18, 2005 from the separation by ITN Energy Systems, Inc. (“ITN”) of its Advanced Photovoltaic Division and all of that division’s key personnel and core technologies. ITN, a private company incorporated in 1994, is an incubator dedicated to the development of thin film, photovoltaic (“PV”), battery, fuel cell and nano technologies. Through its work on research and development contracts for private and governmental entities, ITN developed proprietary processing and manufacturing know how applicable to PV products generally, and to Copper-Indium-Gallium-diSelenide (“CIGS”) PV products in particular. ITN formed Ascent to commercialize its investment in CIGS PV technologies. In January 2006, in exchange for 102,800 shares of common stock of Ascent, ITN assigned to Ascent certain CIGS PV technologies and trade secrets and granted to Ascent a perpetual, exclusive, royalty free worldwide license to use, in connection with the manufacture, development, marketing and commercialization of CIGS PV to produce solar power, certain of ITN’s existing and future proprietary and control technologies that, although non-specific to CIGS PV, Ascent believes will be useful in its production of PV modules for its target markets. Upon receipt of the necessary government approvals and pursuant to novation in early 2007, ITN assigned government funded research and development contracts to Ascent and also transferred the key personnel working on the contracts to Ascent.

Currently, the Company is focusing on integrating its PV products into high value markets such as aerospace, satellites, near earth orbiting vehicles, and fixed-wing unmanned aerial vehicles (UAV). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2019

Basis Of Presentation [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc., Ascent Solar (Asia) Pte. Ltd., and Ascent Solar (Shenzhen) Co., Ltd. (collectively, "the Company") as of March 31, 2019 and December 31, 2018, and the results of operations for the three months ended March 31, 2019 and 2018. Ascent Solar (Shenzhen) Co., Ltd. is wholly owned by Ascent Solar (Asia) Pte. Ltd., which is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.

The preparation of financial statements in conformity with U.S. GAAP 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. Actual results could differ from those estimates. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. There have been no significant changes to our accounting policies as of March 31, 2019.

Recently Adopted or to be Adopted Accounting Policies

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a lease asset or lease liability, unless the lease is a short-term lease. ASU 2016-02 also requires additional disclosures regarding leasing arrangements. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company has evaluated the adoption of this guidance and has determined there is no material impact on its consolidated financial statements because the Company does not have any leases at the date of the adoption.

In July 2017, the FASB issued ASU No. 2017-11 Part I, Earnings Per Share (Topic 260), Distinguishing Liabilities fromEquity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 Part I changes the classification analysis of certain equity linked financial instruments with down round features. ASU 2017-11 Part I is effective, for public business entities, for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The adoption of this guidance did not have a material impact on its consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with specified exceptions. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements of fair value measurements. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company is currently evaluating the impact of the effect adoption of this standard will have on its consolidated financial statements.

Other new pronouncements issued but not effective as of March 31, 2019 are not expected to have a material impact on the Company’s consolidated financial statements.

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LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN

3 Months Ended

Mar. 31, 2019

LIQUIDITY AND CONTINUED OPERATIONS [Abstract]

LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN

LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN    

During the three months ended March 31, 2019 and the year ended December 31, 2018, the Company entered into multiple financing agreements to fund operations. Further discussion of these transactions can be found in Notes 8, 9, 10, 11, 12, and 16.

The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the three months ended March 31, 2019 the Company used $1,161,889 in cash for operations. The Company's primary significant long term cash obligation consists of a note payable of $5,292,931 to a financial institution secured by a mortgage on its headquarters and manufacturing building in Thornton, Colorado. Total payments of approximately $693,611, including principal and interest, will come due in the remainder of 2019.

On April 12, 2019, the Company entered into an agreement for the sale of its Thornton, Colorado building at a gross sales price of $13 million.  The closing of the transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2019.

Additional projected product revenues are not anticipated to result in a positive cash flow position for the next twelve months overall and, as of March 31, 2019, the Company has negative working capital. As such, cash liquidity sufficient for the next twelve months will require additional financing.

The Company continues to accelerate sales and marketing efforts related to its consumer and military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company has begun activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations.

As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. The Company has scaled down its operations, due to cash flow issues, and does not expect to ramp up until significant financing is obtained.

Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

The following table summarizes property, plant and equipment as of March 31, 2019 and December 31, 2018:

	As of March 31,			As of December 31,
	2019			2018
Building	$	5,828,960		$	5,828,960
Furniture, fixtures, computer hardware and computer software	489,421			489,421
Manufacturing machinery and equipment	30,302,806			30,302,806
Depreciable property, plant and equipment	36,621,187			36,621,187
Less: Accumulated depreciation and amortization	(32,256,329		)	(32,207,829		)
Net property, plant and equipment	$	4,364,858		$	4,413,358

The Company analyzes its long-lived assets for impairment, both individually and as a group, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Depreciation expense for the three months ended March 31, 2019 and 2018 was $48,500 and $58,736, respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the Condensed Consolidated Statements of Operations.

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INVENTORIES

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories, net of reserves, consisted of the following at March 31, 2019 and December 31, 2018:

	As of March 31,		As of December 31,
	2019		2018
Raw materials	$	677,920	$	660,791
Work in process	—		—
Finished goods	—		—
Total	$	677,920	$	660,791

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTES PAYABLE

On February 24, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into three notes payable in the aggregate amount of $765,784. The notes bear interest of 6% per annum and matured on February 24, 2018; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of $308,041, this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018. As of March 31, 2019, the Company had not made any payments on these notes; the total outstanding principal and accrued interest were $1,073,825 and $112,988, respectively, and the note is due upon demand.

On June 30, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of March 31, 2019, the Company had not made any payments on this note, the accrued interest was $21,883, and the note is due upon demand.

On September 30, 2017, the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234. The note bears interest of 5% per annum and matured on September 30, 2018. The Company has not made the monthly payments of $18,426 that were to commence on October 30, 2017; as of March 31, 2019, the company had paid principal of $22,529 and interest of $897, and the note is due upon demand. The remaining principal and interest balances, as of March 31, 2019, were $192,705 and $14,214, respectively.

SECURED PROMISSORY NOTE

The following table provides a summary of the activity of the Company's secured notes:

	Global Ichiban			St. George			Total
Secured Notes Principal Balance at December 31, 2017	$	4,557,227		$	—		$	4,557,227
New notes	1,935,000			1,315,000			3,250,000
Note conversions	(1,426,000		)	—			(1,426,000		)
Interest converted to principal	140,518			—			140,518
Note assignments	(250,000		)	—			(250,000		)
Secured Notes Principal Balance at December 31, 2018	4,956,745			1,315,000			6,271,745
Less: remaining discount	(2,012,698		)	(811,667		)	(2,824,365		)
Secured Notes, net of discount, at December 31, 2018	2,944,047			503,333			3,447,380
New notes	—			725,000			725,000
Note conversions	(115,000		)	—			(115,000		)
Interest converted to principal	171,152			—			171,152
Secured Notes Principal Balance at March 31, 2019	5,012,897			2,040,000			7,052,897
Less: remaining discount	(1,608,345		)	(1,064,583		)	(2,672,928		)
Secured Notes, net of discount, at March 31, 2019	$	3,404,552		$	975,417		$	4,379,969

Global Ichiban Secured Promissory Notes

On November 30, 2017, the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to $2,000,000 of the Company’s secured convertible promissory notes in exchange for $2,000,000 of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least $50,000 for the 20 trading day period preceding such future tranche closing dates.

Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of November 30, 2017, Global surrendered for cancellation (i) its outstanding promissory note dated September 13, 2017 ($3,359,539 principal and accrued interest), (ii) its outstanding promissory note dated October 31, 2017 ($252,466 principal and accrued interest), and (iii) its 400 shares of outstanding Series J Preferred Stock ( $445,222 of capital and accrued dividends). In exchange, the Company issued to Global $4,057,227 aggregate principal amount of additional Notes.

All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company.

The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

Of the notes issued on November 30, 2017, $3,359,539 aggregate principal amount will mature on December 15, 2020. Principal and interest was originally to be payable in 36 equal monthly installments of $111,585 beginning January 15, 2018. As of March 31, 2019, principal of $1,541,000 was converted into 13,081,603 shares of common stock, and $311,670 of interest was converted to principal. The remaining note is payable in 22 equal monthly installments of $107,990 beginning February 15, 2019. The Company has not made the payments as outlined in the agreement, this note is due upon demand.

The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2018	$	1,250,000	$	—	2,450,981
Q2 2018	$	176,000	$	—	1,035,295
Q1 2019	$	115,000	$	—	9,595,327
	$	1,541,000	$	—	13,081,603

Of the notes issued on November 30, 2017, $697,688 aggregate principal amount matured on November 30, 2018. Principal and interest on these notes are due upon demand.

The $2,000,000 aggregate principal amount of notes, issued in eight tranches, will mature on the first anniversary of the respective issuance date. Principal and interest will be payable upon maturity; for the maturity dates that have passed, the note is due upon demand. As of March 31, 2019, the closing dates, closing amounts, and maturity dates on completed note tranches are as follows:

Closing Date	Closing Amount		Maturity Date
11/30/2017	$	250,000	11/30/2018
12/28/2017	$	250,000	12/28/2018
1/11/2018	$	250,000	1/11/2019
1/25/2018	$	250,000	1/25/2019
2/8/2018	$	250,000	2/8/2019
2/21/2018	$	250,000	2/21/2019
3/7/2018	$	250,000	3/7/2019
3/21/2018	$	250,000	3/21/2019

On July 6, 2018, the Company issued an additional, promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $135,000 in exchange for gross proceeds of $120,000. This note matures on July 6, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $15,000 will be allocated to interest expense, ratably, over the life of the note. This note is not redeemable in stock.

On October 2, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 2, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 18, 2018, Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,466 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 11 for further discussion of this assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 22, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 22, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note.

All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $5,012,897 and $432,254, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,533,861
Change in fair value of derivative liability	(1,858,961		)
Derivative Liability Balance as of March 31, 2019	$	1,674,900

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into five separate instruments for valuation purposes.

1) The first valuation was done on the November 30, 2017 note with term of three years. The derivative value of this note was $1,764,068 as of December 31, 2018.

2) The second valuation was done on the group of notes dated November 30, 2017, that had a term of one year. The derivative value of this group of notes was $418,965 as of December 31, 2018.

3) The third valuation was done on the note dated December 28, 2017, which had a term of one year. The derivative value of this note was $150,126 on December 31, 2018.

4) The fourth valuation was done for the notes dated in the first quarter of 2018, which had a term of one year. The derivative value of this note was $900,757 on December 31, 2018.

5) The fifth valuation was done for the notes dated in the fourth quarter of 2018, which had a term of one year. The derivative value of this note was $299,945 on December 31, 2018.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the three valuation groups discussed above.

1) For the November 30, 2017 3yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 63%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $522,328 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,241,740 as of March 31, 2019.

2) For the November 30, 2017 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72% present value discount rate of 12% and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $296,790 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $122,175 as of March 31, 2019.

3) For the December 28, 2017 1yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $106,347 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $43,779 as of March 31, 2019.

4) For the first quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $638,085 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $262,672 as of March 31, 2019.

5) For the fourth quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 50%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $295,411 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $4,534 as of March 31, 2019.

The total cumulative net gain for the three months ended March 31, 2019 was $1,858,961 to reflect a total derivative liability of $1,674,900 as of March 31, 2019.

St. George Secured Convertible Notes

On May 8, 2018, the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000. The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note. The note bears interest at a rate of 10% per annum and matures on May 9, 2019. All unredeemed principal and accrued interest is payable upon maturity. The note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The note is secured by a junior security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early November 2018, St. George shall have the option to require the Company to redeem all or a portion of the amounts outstanding under the note. The Company may pay the requested redemption amounts in cash or in the form of shares of common stock (subject to certain specified equity conditions). Payments in the form of Common Stock shall be calculated using a variable conversion price equal to (i) 60% of the average of the two lowest closing bid prices for the shares over (ii) the prior ten day trading period immediately preceding the redemption.

On November 5, 2018, the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1,220,000 secured convertible promissory note ("Company Note"). On November 7, 2018, the Company received $200,000 of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of $800,000. The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of March 31, 2019, the Company had received an additional $400,000 in proceeds and had recorded $1,220,000 in principal related to the Company and Investor Notes. The Company recorded original issue discounts of $200,000 and debt financing costs of $20,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
11/7/2018	$	260,000	$	200,000
11/19/2018	$	120,000	$	100,000
11/30/2018	$	120,000	$	100,000
12/7/2018	$	120,000	$	100,000
12/17/2018	$	120,000	$	100,000
1/3/2019	$	120,000	$	100,000
1/17/2019	$	120,000	$	100,000
1/30/2019	$	120,000	$	100,000
2/8/2019	$	120,000	$	100,000

The Notes bear interest at a rate of 10% per annum and matures on November 5, 2019. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early May 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

On March 13, 2019, the Company entered into a third securities purchase agreement with St. George, for the private placement of a $365,000 secured convertible promissory note ("Third Note"). The Company may receive $300,000 in proceeds under the Third Note, and as of March 13, 2019, the Company had received $200,000 and had recorded $245,000 in principal related to the Third Note. The Company recorded original issue discounts of $40,000 and debt financing costs of $5,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
3/15/2019	$	125,000	$	100,000
3/22/2019	$	120,000	$	100,000

The Note bears interest at a rate of 10% per annum and matures on March 13, 2020. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early September 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior 10 day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $2,040,000 and $87,885, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,292,692
Additional derivative liability on new notes	1,467,197
Change in fair value of derivative liability	(2,471,594		)
Derivative Liability Balance as of March 31, 2019	$	2,288,295

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into three separate instruments for valuation purposes.

1) The first valuation was done on the May 8, 2018 note with term of one year. The derivative value of this note was $1,568,730 as of December 31, 2018.

2) The second valuation was done on the November 5, 2018 notes with term of one year. The derivative value of this note was $1,723,962 as of December 31, 2018. For the tranches of this note that were received in Q1 2019, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average date of January 22, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 79%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $469,686 as of January 22, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $69,686 was charged to interest expense at issuance. The remaining debt discount of $400,000 will be charged to interest expense ratably over the life of the note.

3) The third valuation was done on the March 13, 2019 notes with a term of one year. For the Q1 2019 tranches received, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of March 18, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 80%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $997,511 as of March 18, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $797,511 was charged to interest expense at issuance. The remaining debt discount of $200,000 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the two valuation groups discussed above.

1) For the May 2018 note: Management conducted a fair value assessment with the following assumptions: annual volatility of 35%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $1,291,447 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $277,283 as of March 31, 2019.

2) For the November 5, 2018 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 92%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $607,408 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,586,240 as of March 31, 2019.

3) For the March 13, 2019 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 82%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $572,739 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $424,772 as of March 31, 2019.

The total cumulative net loss for the three months ended March 31, 2019 was $2,471,594 to reflect a total derivative liability of $2,288,295 as of March 31, 2019.

Subsequent to the date of this report, the Company conducted additional secured transactions with St. George. Please refer to Note 15 for more information.

PROMISSORY NOTES

The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:

	Investor 1		Investor 2			Total
Promissory Notes Principal Balance at December 31, 2017	$	494,437	$	200,000		$	694,437
New notes	—		850,000			850,000
Notes exchanged	—		(200,000		)	(200,000		)
Promissory Notes Principal Balance at December 31, 2018	494,437		850,000			1,344,437
Less: remaining discount	—		(104,583		)	(104,583		)
Promissory Notes, net of discount, at December 31, 2018	$	494,437	$	745,417		$	1,239,854
New notes	—		67,500			67,500
Notes exchanged	—		(235,000		)	(235,000		)
Promissory Notes Principal Balance at March 31, 2019	494,437		682,500			1,176,937
Less: remaining discount	—		(55,000		)	(55,000		)
Promissory Notes, net of discount, at March 31, 2019	$	494,437	$	627,500		$	1,121,937

Offering of Unsecured, Non-Convertible Notes to Investor 1

During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017, in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matures on July 17, 2017. Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured.

On June 30, 2017, the Company and Investor 1 agreed to a 12 month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made all the payments according to this payment plan, and the note is payable upon demand.

As of March 31, 2019, $205,563 of principal and $45,414 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of March 31, 2019 were $494,437 and $101,089, respectively.

Offering of Unsecured, Non-Convertible Notes to Investor 2

On June 6, 2018, the Company initiated a second non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $315,000. The promissory note was issued with an original issue discount of $55,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000, that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matures on June 6, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $315,000 and $36,420, respectively.

On July 24, 2018, the Company initiated a third non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $115,000. The promissory note was issued with an original issue discount of $27,500, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,500, which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matures on January 24, 2019. Please see exchange note below.

On September 10, 2018, the Company initiated a fourth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $120,000. The promissory note was issued with an original issue discount of $20,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000, which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matures on March 10, 2019. Please see exchange note below.

On December 31, 2018, the Company initiated a fifth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $300,000. The promissory note was issued with an original issue discount of $75,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000, which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matures on June 30, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $300,000 and $13,954, respectively.

On March 11, 2019, the Company initiated a sixth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $60,000. The promissory note was issued with an original issue discount of $10,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $50,000, which was received in several tranches between January 2019 and March 2019. This note bears interest at 12% per annum and matures on September 11, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $60,000 and $847, respectively.

Exchange of Promissory Notes for Convertible Notes

On March 11, 2019, the Company entered into two new securities exchange agreements with Investor 2. Pursuant to the terms of the exchange agreements, Investor 2 agreed to surrender and exchange two promissory notes in exchange for two convertible notes. The first promissory note had a principal balance of $115,000 and an accrued interest balance of $10,607; and the second promissory note has a principal balance of $120,000 and an accrued interest balance of $7,829. See Note 11 for further discussion on the new convertible notes.

As of March 31, 2019, the aggregate outstanding principal and interest for Investor 2 was $682,500 and $51,254, respectively. Also, as of March 31, 2019, Investor 2 had provided the Company with an additional $7,500 in proceeds which had not yet been documented into a note.

Subsequent to the date of this report, the Company conducted additional transactions with promissory notes. Please refer to Note 15 for more information.

CONVERTIBLE NOTES

The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:

	Principal Balance 12/31/2017		New Notes		Notes assigned or exchanged		Notes converted			Principal Balance 12/31/2018		Less: Discount Balance			Net Principal Balance 12/31/18
October 2016 Notes	$	330,000	$	—	$	—	$	—		$	330,000	$	—		$	330,000
St. George Notes	1,705,833		—		—		(606,600		)	1,099,233		(96,177		)	1,003,056
BayBridge Notes	565,000		—		270,000		(772,500		)	62,500		(62,100		)	400
Bellridge Notes	—		150,000		550,000		(245,000		)	455,000		(123,360		)	331,640
Power Up Notes	—		225,000		—		—			225,000		(110,621		)	114,379
EMA Note	—		75,000		—		—			75,000		(1,753		)	73,247
	$	2,600,833	$	450,000	$	820,000	$	(1,624,100	)	$	2,246,733	$	(394,011	)	$	1,852,722

	Principal Balance 12/31/2018		New Notes		Notes assigned or exchanged			Notes converted			Principal Balance 3/31/2019		Less: Discount Balance			Net Principal Balance 3/31/19
October 2016 Notes	$	330,000	$	—	$	—		$	—		$	330,000	$	—		$	330,000
St. George Notes	1,099,233		—		—			(106,750		)	992,483		—			992,483
BayBridge Notes	62,500		—		310,000			(90,500		)	282,000		(269,500		)	12,500
Bellridge Notes	455,000		—		—			(65,615		)	389,385		(64,359		)	325,026
Power Up Notes	225,000		107,000		—			(182,500		)	149,500		(104,547		)	44,953
EMA Note	75,000		—		(75,000		)	—			—		—			—
Widjaja Note	—		330,000		—			—			330,000		(164,725		)	165,275
GS Capital Notes	—		108,068		75,000			—			183,068		(62,500		)	120,568
	$	2,246,733	$	545,068	$	310,000		$	(445,365	)	$	2,656,436	$	(665,631	)	$	1,990,805

October 2016 Convertible Notes

On October 5, 2016, the Company entered into a securities purchase agreement with a private investor for the private placement of $330,000 principal amount of convertible notes. At Closing, the Company sold and issued $330,000 principal amount of convertible notes in exchange for $330,000 of gross proceeds.

The convertible notes matured on December 31, 2017 and bear interest at a rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand, the default interest rate has not been designated by the investor.

All principal and accrued interest on the convertible notes is convertible at any time, in whole or in part, at the option of the investor, into shares of common stock at a variable conversion price equal to 80% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. After the six month anniversary of the issuance of any convertible note, the conversion price for such note shall thereafter be equal to 50% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date.

The convertible notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the convertible notes; and (ii) bankruptcy or insolvency of the Company.

Outstanding principal and accrued interest on the convertible notes were $330,000 and $49,885, respectively as of March 31, 2019.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the fair value of the derivative liability was $876,481.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	876,481
Additional derivative liability on new notes	—
Change in fair value of derivative liability	(481,408		)
Derivative Liability Balance as of March 31, 2019	$	395,073

The derivative liability associated with the convertible notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible notes. As a result of the fair value assessment, the Company recorded a $481,408 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $395,073 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and dividend yield of 0%.

St. George Convertible Note

On September 8, 2017, the Company entered into a securities purchase agreement with St. George Investments, LLC ("St. George") for the private placement of $1,725,000 principal amount of the Company’s original issue discount convertible notes.

On September 11, 2017, the Company sold and issued a $1,725,000 principal convertible note to St. George in exchange for $1,500,000 of gross proceeds, and paid $20,000 in financing costs. The original issue discount of $225,000, and the financing costs, will be charged to interest expense, ratably, over the life of the note.

This note matured on March 11, 2019. The note does not bear interest in the absence of an event of default. The note is due upon demand and an interest rate has not been designated by St. George.

For the first six months after the issuance of the convertible note, the Company will make a monthly cash repayment on the note of approximately $96,000. Thereafter, St. George may request that the Company make monthly partial redemptions of the note up to $150,000 per month. If St. George does not request the full $150,000 redemption amount in any one month, the unused portion of such monthly redemption amount can be added to future monthly redemption amounts; however, in no event, can the amount requested for any one month exceed $275,000.

Redemption amounts are payable by the Company in cash. Beginning ten months after the issuance of the convertible note, cash redemption payments by the Company will be subject to a 15% redemption premium. The Company recorded an estimated cash premium of $172,500, at inception, which has been charged to interest, ratably, over the life of the note.

Beginning six months after the issuance of the convertible note, the Company also has the option (subject to customary equity conditions) to pay redemption amounts in the form of shares of common stock. Payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 85% of the average VWAP for the shares over the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

On May 1, 2018, effective as of April 3, 2018, in lieu of making the December 2017 through March 2018 cash payments, the the Company agreed to amend the variable conversion price formula outlined in the securities purchase agreement. As amended, payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 60% of the lowest VWAP for the shares during the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

All principal and accrued interest on the convertible note is convertible at any time, in whole or in part, at the option of St. George into shares of common stock at a fixed conversion price of $4.00 per share.

The convertible note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Note; and (ii) bankruptcy or insolvency of the Company. Upon the occurrence of an event of default, the convertible note will begin to bear interest at the rate of 22% per annum. In addition, upon the occurrence of an event of default, St. George has the option to increase the outstanding balance of the convertible note by 25%. The default provisions have not been designated by St. George.

In connection with the closing under the securities purchase agreement, the Company issued 37,500 unregistered shares of common stock to St. George as an origination fee. The closing stock price on the date of close was $1.70 resulting in an interest expense of $63,750 being recorded as of the date of close.

The convertible note may not be converted, and shares of common stock may not be issued pursuant to the convertible note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

As of March 31, 2019, cash payments of $191,667 had been made on the convertible note, and $713,350 had been converted into 74,352,901 shares of the Company's common stock. The remaining balance on the note was $992,483 as of March 31, 2019. The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Common Shares Issued
Q1 2018	$	75,000	187,500
Q2 2018	$	316,600	2,082,778
Q3 2018	$	102,500	3,142,333
Q4 2018	$	112,500	10,437,046
Q1 2019	$	106,750	58,503,244
	$	713,350	74,352,901

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible note issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the derivative liability was $1,060,000.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	1,060,000
Change in fair value of derivative liability	(909,567		)
Derivative Liability Balance as of March 31, 2019	$	150,433

The derivative liability associated with the convertible note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible note. As a result of the fair value assessment, the Company recorded a $909,567 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $150,433 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible note approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 52%, present value discount rate of 12%, and dividend yield of 0%.

BayBridge Convertible Note

On September 7, 2018, the Company, entered into an securities exchange agreement (“Exchange Agreement 2”) with Baybridge.

Pursuant to the terms of Exchange Agreement 2, BayBridge agreed to surrender and exchange an outstanding promissory note with a principal balance of $200,000, plus accrued interest of $16,800, for a convertible note with an aggregate principal amount of $270,000 and an original issue discount of $53,200 (“Exchange Note 2”).

Exchange Note 2 is unsecured, has no applicable registration rights, bears interest at a rate of 12% per annum, matures on September 7, 2019 and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from and after the date of issuance of Exchange Note 2, and then at any time until Exchange Note 2 is fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

As of March 31, 2019, Exchange Note 2 had been converted in full.

On March 11, 2019, as described in Note 10, the Company, entered into two additional securities exchange agreements (“Exchange Agreements 3 & 4”) with Baybridge.

Pursuant to the terms of Exchange Agreement 3, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $115,000, plus accrued interest of $10,607, for a convertible note with an aggregate principal amount of $150,000 and an original issue discount of $24,393 (“Exchange Note 3”).

Pursuant to the terms of Exchange Agreement 4, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $120,000, plus accrued interest of $7,829, for a convertible note with an aggregate principal amount of $160,000 and an original issue discount of $32,171 (“Exchange Note 4”).

Exchange Notes 3 & 4 are unsecured, have no applicable registration rights, bear interest at a rate of 12% per annum, mature on March 11, 2020 and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from the date of issuance of Exchanges Note 3 & 4, and then at any time until Exchange Notes 3 & 4 are fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

Conversion to shares of common stock may not be issued pursuant to Exchange Notes 3 & 4 if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

As of March 31, 2019, aggregate principal of $298,000 and interest of $7,581 had been converted into 63,409,004 shares of common stock and no cash payments of principal or interest had been made on these exchange notes. Exchange Note 2 had been converted in full. The principal and accrued interest balances on Exchange Notes 3 & 4, as of March 31, 2019, were $282,000 and $4,494, respectively.

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q4 2018	$	207,500	$	4,303	16,008,198
Q1 2019	$	90,500	$	3,278	47,400,806
	$	298,000	$	7,581	63,409,004

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion options in these notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	113,846
Additional derivative liability on new notes	310,640
Change in fair value of derivative liability	(134,553		)
Liability extinguished	(113,846		)
Derivative Liability Balance as of March 31, 2019	$	176,087

At December 31, 2018, the derivative liability associated with Exchange Note 2 was $113,846. During the three months ended March 31, 2019, Exchange Note 2 had been fully converted and the remaining derivative liability of $113,846 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion options in Exchange Notes 3 & 4 were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 11, 2019, the derivative liability associated with Exchange Notes 3 & 4 was $310,640. The fair value of the derivative was greater than the face value at issuance and the difference of $57,204 was charged to interest expense at issuance. The remaining debt discount of $253,436 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the Exchange Notes 3 & 4. As a result of the fair value assessment, the Company recorded a $134,553 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $176,087 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with Exchange Notes 3 & 4 approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 69%, present value discount rate of 12% and dividend yield of 0%.

Bellridge Convertible Notes

On July 25, 2018, as described in Note 11, the Company, entered into a securities exchange agreement (the “Exchange Agreement”) with Bellridge Capital, LP ("Bellridge"). Pursuant to the terms of the Exchange Agreement, the investor agreed to surrender and exchange a promissory note with a principal balance of $275,000 and accrued interest of $20,071. In exchange, the Company issued to the investor an unsecured convertible note with an aggregate principal amount of $300,000 (the “Exchange Note”). The original issue discount of $4,929 was charged to interest expense upon issuance. The Exchange Note is not secured, bears interest at a rate of 12% per annum, and will matured on January 25, 2019; principal and interest on the Exchange Note are due upon demand. The investor shall have the right, from and after the date of issuance of this note and then at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of the Company's common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.20, or (ii) 80% of the lowest traded price for the shares over the prior ten trading days.

On September 14, 2018, the “Company, issued a new $150,000 convertible note in a private placement to Bellridge. The note is not secured, contains no registration rights, bears interest at a rate of 12% per annum, will mature on September 14, 2019, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.20 or (ii) 70% of the lowest closing bid price for the shares over the prior five day trading period immediately preceding the conversion.

On October 18, 2018, as discussed in Note 9, Global assigned one of its notes to Bellridge. The note had an outstanding principal balance of $250,000 and an accrued interest balance of $26,466. The note matures on October 18, 2019, and all principal and interest is due upon maturity. The principal and accrued interest on the note are redeemable at any time, in whole or in part, at the option of Bellridge. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior five trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $0.20 per share, at the option of the Company.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, an aggregate principal of $310,615 and interest of $10,611, on the Bellridge convertible notes had been converted into 49,966,214 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $389,385 and $49,155, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q3 2018	$	137,500	$	2,104	3,715,476
Q4 2018	$	107,500	$	4,000	7,554,399
Q1 2019	$	65,615	$	4,507	38,696,339
	$	310,615	$	10,611	49,966,214

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in these convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $486,279.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	486,279
Liability extinguished	(43,521		)
Change in fair value of derivative liability	(376,119		)
Derivative Liability Balance as of March 31, 2019	$	66,639

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $376,119 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $66,639 as of March 31, 2019.

The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 72% and 49%, present value discount rate of 12%, and dividend yield of 0%.

PowerUp Convertible Notes

On August 1, 2018, the Company, entered into a securities purchase agreement with Power Up Lending Group LTD, for the private placement of a $130,000 convertible note . This note is unsecured, bears interest at a rate of 8% per annum, and matures on August 1, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in February 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On September 4, 2018, the Company entered into a second securities purchase agreement with Power Up, for the private placement of a second convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on September 4, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On October 17, 2018, the Company entered into a third securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $42,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on October 16, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in April 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

On February 14, 2019, the Company entered into a fourth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $54,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on February 14, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in August 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

On March 7, 2019, the Company entered into a fifth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on March 7, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in September 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, $182,500 of principal and $7,300 of interest had been converted into 95,014,902 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $149,500 and $3,103, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2019	$	182,500	$	7,300	95,014,902
	$	182,500	$	7,300	95,014,902

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $511,137.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	511,137
Additional derivative liability on new notes	130,653
Liability extinguishment	(417,591		)
Change in fair value of derivative liability	(31,240		)
Derivative Liability Balance as of March 31, 2019	$	192,959

During the three months ended March 31, 2019, the first and second notes had been fully converted and the remaining derivative liability of $417,591 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion option in the fourth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At February 14, 2019, the derivative liability associated with the fourth note was $43,788.

The conversion option in the fifth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 7, 2019, the derivative liability associated with the second note was $86,865. The fair value of the derivative was greater than the face value at issuance and the difference of $34,365 was charged to interest expense at issuance. The remaining debt discount of $52,500 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $31,240 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $192,959 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 69% and 71%, present value discount rate of 12%, and dividend yield of 0%.

EMA Convertible Note

On August 29, 2018, the Company, entered into a securities purchase agreement with EMA Financial, LLC, for the private placement of a $75,000 convertible note. The note is unsecured, bears interest at a rate of 8% per annum, and matures on May 29, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, EMA shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's Common Stock. Conversions into Common Stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

On February 22, 2019, EMA assigned this note to GS Capital (see below). Per the terms of this agreement, $75,000 of principal and $2,909 of accrued interest were sold to the new investor and the Company paid $27,268 to EMA as a pre-payment penalty.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with the note was $240,156.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	240,156
Liability extinguishment	(240,156		)
Derivative Liability Balance as of March 31, 2019	$	—

During the three months ended March 31, 2019, the note had been fully converted and the remaining derivative liability of $240,156 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

Widjaja Convertible Note

On January 11, 2019, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on January 11, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 19.99% of the outstanding shares of the Company's common stock.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $330,000 and $8,571, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	219,634
Change in fair value of derivative liability	(93,463		)
Derivative Liability Balance as of March 31, 2019	$	126,171

The conversion option in the Widjaja note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the Widjaja note was $219,634.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $93,463 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $126,171 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 73%, present value discount rate of 12%, and dividend yield of 0%.

GS Capital Convertible Note

On February 22, 2019, the Company sold and issued to GS Capital Partners, LLC (“GS”) a $108,068 aggregate principal amount unsecured convertible promissory note in exchange for $75,000 of gross proceeds, $5,800 in financing costs, and $27,268 of premium associated with the assignment of the EMA note (see above). The note is unsecured, bears interest at 8% per annum, matures on February 22, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock.

On February 22, 2019, GS purchased $75,000 in convertible notes, plus accrued interest, from EMA. The terms of the note remain the same.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $183,068 and $4,394, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	101,063
Derivative liability assigned	240,156
Change in fair value of derivative liability	(293,647		)
Derivative Liability Balance as of March 31, 2019	$	47,572

The conversion option in the GS note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the GS note was $101,063. The fair value of the derivative was greater than the face value at issuance and the difference of $26,063 was charged to interest expense at issuance. The remaining debt discount of $75,000 will be charged to interest expense ratably over the life of the note.

The derivative liability assigned to GS from EMA, at February 22, 2019, was $240,156.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $293,647 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $47,572 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 35% and 70%, present value discount rate of 12%, and dividend yield of 0%.

Subsequent to the date of this report, the Company conducted additional transactions with convertible notes. Please refer to Note 15 for more information.

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DEBT

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

DEBT

DEBT

On February 8, 2008, the Company acquired a manufacturing and office facility in Thornton, Colorado, for approximately $5.5 million. The purchase was financed by a promissory note, deed of trust and construction loan agreement (the “Construction Loan”) with the Colorado Housing and Finance Authority (“CHFA”), which provided the Company borrowing availability of up to $7.5 million for the building and building improvements. In 2009, the Construction Loan was converted to a permanent loan pursuant to a Loan Modification Agreement between the Company and CHFA (the “Permanent Loan”). The Permanent Loan, collateralized by the building, has an interest rate of 6.6% and the principal will be amortized through its term to February 2028. Further, pursuant to certain negative covenants in the Permanent Loan, the Company may not, among other things, without CHFA’s prior written consent (which by the terms of the deed of trust is subject to a reasonableness requirement): create or incur additional indebtedness (other than obligations created or incurred in the ordinary course of business); merge or consolidate with any other entity; or make loans or advances to the Company’s officers, shareholders, directors or employees.

On November 1, 2016, the Company and the CHFA agreed to modify the original agreement described above with the addition of a forbearance period. Per the modification agreement, no payments of principal and interest shall be due under the note during the forbearance period commencing on November 1, 2016 and continuing through April 1, 2017. The amount of interest that should have been paid by the Company during the forbearance period in the total amount of $180,043 was added to the outstanding principal balance of the note. As a result, on May 1, 2017, the principal balance of the note was $5,704,932. Commencing on May 1, 2017, the monthly payments of principal and interest due under the note resumed at $57,801, and the Company shall continue to make such monthly payments over the remaining term of the note ending in February 2028.

On August 24, 2018, the Company and the CHFA agreed to modify the original agreement with an additional forbearance period. Per the modification agreement, no payments of principal shall be due under the note during the forbearance period commencing on June 1, 2018 and continuing through November 30, 2018. For each month of forbearance, partial interest of $15,000 per month was paid, and the remaining unpaid interest of the forbearance period of $84,187 was added to the outstanding principal balance of the note. As a result, on December 1, 2018, the principal balance of the note will be $5,434,042 and monthly payments of principal and interest of $57,801 will resume, continuing through the remaining term of the note ending in February 2028.

The outstanding principal balance of the Permanent Loan was $5,292,931 and $5,378,062 as of March 31, 2019 and December 31, 2018, respectively.

As of March 31, 2019, remaining future principal payments on long-term debt are due as follows:

2019	$	263,962
2020	$	372,843
2021	$	398,209
2022	$	425,301
2023	$	454,235
Thereafter	$	3,378,381
	$	5,292,931

As of March 31, 2019, the Company had not made its regularly monthly payments and five months of payments were outstanding in the Company's Accounts Payable. The Accounts Payable balance was $289,004 as of March 31, 2019, representing $141,112 in loan principal and $147,892 in loan interest.

On April 12, 2019, the Company entered into an agreement for the sale of its Thornton, Colorado building at a gross sales price of $13 million.  The closing of the transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2019.

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SECURED PROMISSORY NOTE

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

PROMISSORY NOTES

NOTES PAYABLE

On February 24, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into three notes payable in the aggregate amount of $765,784. The notes bear interest of 6% per annum and matured on February 24, 2018; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of $308,041, this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018. As of March 31, 2019, the Company had not made any payments on these notes; the total outstanding principal and accrued interest were $1,073,825 and $112,988, respectively, and the note is due upon demand.

On June 30, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of March 31, 2019, the Company had not made any payments on this note, the accrued interest was $21,883, and the note is due upon demand.

On September 30, 2017, the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234. The note bears interest of 5% per annum and matured on September 30, 2018. The Company has not made the monthly payments of $18,426 that were to commence on October 30, 2017; as of March 31, 2019, the company had paid principal of $22,529 and interest of $897, and the note is due upon demand. The remaining principal and interest balances, as of March 31, 2019, were $192,705 and $14,214, respectively.

SECURED PROMISSORY NOTE

The following table provides a summary of the activity of the Company's secured notes:

	Global Ichiban			St. George			Total
Secured Notes Principal Balance at December 31, 2017	$	4,557,227		$	—		$	4,557,227
New notes	1,935,000			1,315,000			3,250,000
Note conversions	(1,426,000		)	—			(1,426,000		)
Interest converted to principal	140,518			—			140,518
Note assignments	(250,000		)	—			(250,000		)
Secured Notes Principal Balance at December 31, 2018	4,956,745			1,315,000			6,271,745
Less: remaining discount	(2,012,698		)	(811,667		)	(2,824,365		)
Secured Notes, net of discount, at December 31, 2018	2,944,047			503,333			3,447,380
New notes	—			725,000			725,000
Note conversions	(115,000		)	—			(115,000		)
Interest converted to principal	171,152			—			171,152
Secured Notes Principal Balance at March 31, 2019	5,012,897			2,040,000			7,052,897
Less: remaining discount	(1,608,345		)	(1,064,583		)	(2,672,928		)
Secured Notes, net of discount, at March 31, 2019	$	3,404,552		$	975,417		$	4,379,969

Global Ichiban Secured Promissory Notes

On November 30, 2017, the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to $2,000,000 of the Company’s secured convertible promissory notes in exchange for $2,000,000 of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least $50,000 for the 20 trading day period preceding such future tranche closing dates.

Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of November 30, 2017, Global surrendered for cancellation (i) its outstanding promissory note dated September 13, 2017 ($3,359,539 principal and accrued interest), (ii) its outstanding promissory note dated October 31, 2017 ($252,466 principal and accrued interest), and (iii) its 400 shares of outstanding Series J Preferred Stock ( $445,222 of capital and accrued dividends). In exchange, the Company issued to Global $4,057,227 aggregate principal amount of additional Notes.

All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company.

The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

Of the notes issued on November 30, 2017, $3,359,539 aggregate principal amount will mature on December 15, 2020. Principal and interest was originally to be payable in 36 equal monthly installments of $111,585 beginning January 15, 2018. As of March 31, 2019, principal of $1,541,000 was converted into 13,081,603 shares of common stock, and $311,670 of interest was converted to principal. The remaining note is payable in 22 equal monthly installments of $107,990 beginning February 15, 2019. The Company has not made the payments as outlined in the agreement, this note is due upon demand.

The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2018	$	1,250,000	$	—	2,450,981
Q2 2018	$	176,000	$	—	1,035,295
Q1 2019	$	115,000	$	—	9,595,327
	$	1,541,000	$	—	13,081,603

Of the notes issued on November 30, 2017, $697,688 aggregate principal amount matured on November 30, 2018. Principal and interest on these notes are due upon demand.

The $2,000,000 aggregate principal amount of notes, issued in eight tranches, will mature on the first anniversary of the respective issuance date. Principal and interest will be payable upon maturity; for the maturity dates that have passed, the note is due upon demand. As of March 31, 2019, the closing dates, closing amounts, and maturity dates on completed note tranches are as follows:

Closing Date	Closing Amount		Maturity Date
11/30/2017	$	250,000	11/30/2018
12/28/2017	$	250,000	12/28/2018
1/11/2018	$	250,000	1/11/2019
1/25/2018	$	250,000	1/25/2019
2/8/2018	$	250,000	2/8/2019
2/21/2018	$	250,000	2/21/2019
3/7/2018	$	250,000	3/7/2019
3/21/2018	$	250,000	3/21/2019

On July 6, 2018, the Company issued an additional, promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $135,000 in exchange for gross proceeds of $120,000. This note matures on July 6, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $15,000 will be allocated to interest expense, ratably, over the life of the note. This note is not redeemable in stock.

On October 2, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 2, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 18, 2018, Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,466 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 11 for further discussion of this assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 22, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 22, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note.

All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $5,012,897 and $432,254, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,533,861
Change in fair value of derivative liability	(1,858,961		)
Derivative Liability Balance as of March 31, 2019	$	1,674,900

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into five separate instruments for valuation purposes.

1) The first valuation was done on the November 30, 2017 note with term of three years. The derivative value of this note was $1,764,068 as of December 31, 2018.

2) The second valuation was done on the group of notes dated November 30, 2017, that had a term of one year. The derivative value of this group of notes was $418,965 as of December 31, 2018.

3) The third valuation was done on the note dated December 28, 2017, which had a term of one year. The derivative value of this note was $150,126 on December 31, 2018.

4) The fourth valuation was done for the notes dated in the first quarter of 2018, which had a term of one year. The derivative value of this note was $900,757 on December 31, 2018.

5) The fifth valuation was done for the notes dated in the fourth quarter of 2018, which had a term of one year. The derivative value of this note was $299,945 on December 31, 2018.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the three valuation groups discussed above.

1) For the November 30, 2017 3yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 63%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $522,328 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,241,740 as of March 31, 2019.

2) For the November 30, 2017 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72% present value discount rate of 12% and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $296,790 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $122,175 as of March 31, 2019.

3) For the December 28, 2017 1yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $106,347 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $43,779 as of March 31, 2019.

4) For the first quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $638,085 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $262,672 as of March 31, 2019.

5) For the fourth quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 50%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $295,411 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $4,534 as of March 31, 2019.

The total cumulative net gain for the three months ended March 31, 2019 was $1,858,961 to reflect a total derivative liability of $1,674,900 as of March 31, 2019.

St. George Secured Convertible Notes

On May 8, 2018, the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000. The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note. The note bears interest at a rate of 10% per annum and matures on May 9, 2019. All unredeemed principal and accrued interest is payable upon maturity. The note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The note is secured by a junior security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early November 2018, St. George shall have the option to require the Company to redeem all or a portion of the amounts outstanding under the note. The Company may pay the requested redemption amounts in cash or in the form of shares of common stock (subject to certain specified equity conditions). Payments in the form of Common Stock shall be calculated using a variable conversion price equal to (i) 60% of the average of the two lowest closing bid prices for the shares over (ii) the prior ten day trading period immediately preceding the redemption.

On November 5, 2018, the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1,220,000 secured convertible promissory note ("Company Note"). On November 7, 2018, the Company received $200,000 of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of $800,000. The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of March 31, 2019, the Company had received an additional $400,000 in proceeds and had recorded $1,220,000 in principal related to the Company and Investor Notes. The Company recorded original issue discounts of $200,000 and debt financing costs of $20,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
11/7/2018	$	260,000	$	200,000
11/19/2018	$	120,000	$	100,000
11/30/2018	$	120,000	$	100,000
12/7/2018	$	120,000	$	100,000
12/17/2018	$	120,000	$	100,000
1/3/2019	$	120,000	$	100,000
1/17/2019	$	120,000	$	100,000
1/30/2019	$	120,000	$	100,000
2/8/2019	$	120,000	$	100,000

The Notes bear interest at a rate of 10% per annum and matures on November 5, 2019. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early May 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

On March 13, 2019, the Company entered into a third securities purchase agreement with St. George, for the private placement of a $365,000 secured convertible promissory note ("Third Note"). The Company may receive $300,000 in proceeds under the Third Note, and as of March 13, 2019, the Company had received $200,000 and had recorded $245,000 in principal related to the Third Note. The Company recorded original issue discounts of $40,000 and debt financing costs of $5,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
3/15/2019	$	125,000	$	100,000
3/22/2019	$	120,000	$	100,000

The Note bears interest at a rate of 10% per annum and matures on March 13, 2020. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early September 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior 10 day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $2,040,000 and $87,885, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,292,692
Additional derivative liability on new notes	1,467,197
Change in fair value of derivative liability	(2,471,594		)
Derivative Liability Balance as of March 31, 2019	$	2,288,295

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into three separate instruments for valuation purposes.

1) The first valuation was done on the May 8, 2018 note with term of one year. The derivative value of this note was $1,568,730 as of December 31, 2018.

2) The second valuation was done on the November 5, 2018 notes with term of one year. The derivative value of this note was $1,723,962 as of December 31, 2018. For the tranches of this note that were received in Q1 2019, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average date of January 22, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 79%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $469,686 as of January 22, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $69,686 was charged to interest expense at issuance. The remaining debt discount of $400,000 will be charged to interest expense ratably over the life of the note.

3) The third valuation was done on the March 13, 2019 notes with a term of one year. For the Q1 2019 tranches received, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of March 18, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 80%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $997,511 as of March 18, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $797,511 was charged to interest expense at issuance. The remaining debt discount of $200,000 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the two valuation groups discussed above.

1) For the May 2018 note: Management conducted a fair value assessment with the following assumptions: annual volatility of 35%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $1,291,447 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $277,283 as of March 31, 2019.

2) For the November 5, 2018 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 92%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $607,408 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,586,240 as of March 31, 2019.

3) For the March 13, 2019 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 82%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $572,739 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $424,772 as of March 31, 2019.

The total cumulative net loss for the three months ended March 31, 2019 was $2,471,594 to reflect a total derivative liability of $2,288,295 as of March 31, 2019.

Subsequent to the date of this report, the Company conducted additional secured transactions with St. George. Please refer to Note 15 for more information.

PROMISSORY NOTES

The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:

	Investor 1		Investor 2			Total
Promissory Notes Principal Balance at December 31, 2017	$	494,437	$	200,000		$	694,437
New notes	—		850,000			850,000
Notes exchanged	—		(200,000		)	(200,000		)
Promissory Notes Principal Balance at December 31, 2018	494,437		850,000			1,344,437
Less: remaining discount	—		(104,583		)	(104,583		)
Promissory Notes, net of discount, at December 31, 2018	$	494,437	$	745,417		$	1,239,854
New notes	—		67,500			67,500
Notes exchanged	—		(235,000		)	(235,000		)
Promissory Notes Principal Balance at March 31, 2019	494,437		682,500			1,176,937
Less: remaining discount	—		(55,000		)	(55,000		)
Promissory Notes, net of discount, at March 31, 2019	$	494,437	$	627,500		$	1,121,937

Offering of Unsecured, Non-Convertible Notes to Investor 1

During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017, in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matures on July 17, 2017. Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured.

On June 30, 2017, the Company and Investor 1 agreed to a 12 month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made all the payments according to this payment plan, and the note is payable upon demand.

As of March 31, 2019, $205,563 of principal and $45,414 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of March 31, 2019 were $494,437 and $101,089, respectively.

Offering of Unsecured, Non-Convertible Notes to Investor 2

On June 6, 2018, the Company initiated a second non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $315,000. The promissory note was issued with an original issue discount of $55,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000, that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matures on June 6, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $315,000 and $36,420, respectively.

On July 24, 2018, the Company initiated a third non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $115,000. The promissory note was issued with an original issue discount of $27,500, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,500, which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matures on January 24, 2019. Please see exchange note below.

On September 10, 2018, the Company initiated a fourth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $120,000. The promissory note was issued with an original issue discount of $20,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000, which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matures on March 10, 2019. Please see exchange note below.

On December 31, 2018, the Company initiated a fifth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $300,000. The promissory note was issued with an original issue discount of $75,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000, which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matures on June 30, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $300,000 and $13,954, respectively.

On March 11, 2019, the Company initiated a sixth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $60,000. The promissory note was issued with an original issue discount of $10,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $50,000, which was received in several tranches between January 2019 and March 2019. This note bears interest at 12% per annum and matures on September 11, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $60,000 and $847, respectively.

Exchange of Promissory Notes for Convertible Notes

On March 11, 2019, the Company entered into two new securities exchange agreements with Investor 2. Pursuant to the terms of the exchange agreements, Investor 2 agreed to surrender and exchange two promissory notes in exchange for two convertible notes. The first promissory note had a principal balance of $115,000 and an accrued interest balance of $10,607; and the second promissory note has a principal balance of $120,000 and an accrued interest balance of $7,829. See Note 11 for further discussion on the new convertible notes.

As of March 31, 2019, the aggregate outstanding principal and interest for Investor 2 was $682,500 and $51,254, respectively. Also, as of March 31, 2019, Investor 2 had provided the Company with an additional $7,500 in proceeds which had not yet been documented into a note.

Subsequent to the date of this report, the Company conducted additional transactions with promissory notes. Please refer to Note 15 for more information.

CONVERTIBLE NOTES

The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:

	Principal Balance 12/31/2017		New Notes		Notes assigned or exchanged		Notes converted			Principal Balance 12/31/2018		Less: Discount Balance			Net Principal Balance 12/31/18
October 2016 Notes	$	330,000	$	—	$	—	$	—		$	330,000	$	—		$	330,000
St. George Notes	1,705,833		—		—		(606,600		)	1,099,233		(96,177		)	1,003,056
BayBridge Notes	565,000		—		270,000		(772,500		)	62,500		(62,100		)	400
Bellridge Notes	—		150,000		550,000		(245,000		)	455,000		(123,360		)	331,640
Power Up Notes	—		225,000		—		—			225,000		(110,621		)	114,379
EMA Note	—		75,000		—		—			75,000		(1,753		)	73,247
	$	2,600,833	$	450,000	$	820,000	$	(1,624,100	)	$	2,246,733	$	(394,011	)	$	1,852,722

	Principal Balance 12/31/2018		New Notes		Notes assigned or exchanged			Notes converted			Principal Balance 3/31/2019		Less: Discount Balance			Net Principal Balance 3/31/19
October 2016 Notes	$	330,000	$	—	$	—		$	—		$	330,000	$	—		$	330,000
St. George Notes	1,099,233		—		—			(106,750		)	992,483		—			992,483
BayBridge Notes	62,500		—		310,000			(90,500		)	282,000		(269,500		)	12,500
Bellridge Notes	455,000		—		—			(65,615		)	389,385		(64,359		)	325,026
Power Up Notes	225,000		107,000		—			(182,500		)	149,500		(104,547		)	44,953
EMA Note	75,000		—		(75,000		)	—			—		—			—
Widjaja Note	—		330,000		—			—			330,000		(164,725		)	165,275
GS Capital Notes	—		108,068		75,000			—			183,068		(62,500		)	120,568
	$	2,246,733	$	545,068	$	310,000		$	(445,365	)	$	2,656,436	$	(665,631	)	$	1,990,805

October 2016 Convertible Notes

On October 5, 2016, the Company entered into a securities purchase agreement with a private investor for the private placement of $330,000 principal amount of convertible notes. At Closing, the Company sold and issued $330,000 principal amount of convertible notes in exchange for $330,000 of gross proceeds.

The convertible notes matured on December 31, 2017 and bear interest at a rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand, the default interest rate has not been designated by the investor.

All principal and accrued interest on the convertible notes is convertible at any time, in whole or in part, at the option of the investor, into shares of common stock at a variable conversion price equal to 80% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. After the six month anniversary of the issuance of any convertible note, the conversion price for such note shall thereafter be equal to 50% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date.

The convertible notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the convertible notes; and (ii) bankruptcy or insolvency of the Company.

Outstanding principal and accrued interest on the convertible notes were $330,000 and $49,885, respectively as of March 31, 2019.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the fair value of the derivative liability was $876,481.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	876,481
Additional derivative liability on new notes	—
Change in fair value of derivative liability	(481,408		)
Derivative Liability Balance as of March 31, 2019	$	395,073

The derivative liability associated with the convertible notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible notes. As a result of the fair value assessment, the Company recorded a $481,408 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $395,073 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and dividend yield of 0%.

St. George Convertible Note

On September 8, 2017, the Company entered into a securities purchase agreement with St. George Investments, LLC ("St. George") for the private placement of $1,725,000 principal amount of the Company’s original issue discount convertible notes.

On September 11, 2017, the Company sold and issued a $1,725,000 principal convertible note to St. George in exchange for $1,500,000 of gross proceeds, and paid $20,000 in financing costs. The original issue discount of $225,000, and the financing costs, will be charged to interest expense, ratably, over the life of the note.

This note matured on March 11, 2019. The note does not bear interest in the absence of an event of default. The note is due upon demand and an interest rate has not been designated by St. George.

For the first six months after the issuance of the convertible note, the Company will make a monthly cash repayment on the note of approximately $96,000. Thereafter, St. George may request that the Company make monthly partial redemptions of the note up to $150,000 per month. If St. George does not request the full $150,000 redemption amount in any one month, the unused portion of such monthly redemption amount can be added to future monthly redemption amounts; however, in no event, can the amount requested for any one month exceed $275,000.

Redemption amounts are payable by the Company in cash. Beginning ten months after the issuance of the convertible note, cash redemption payments by the Company will be subject to a 15% redemption premium. The Company recorded an estimated cash premium of $172,500, at inception, which has been charged to interest, ratably, over the life of the note.

Beginning six months after the issuance of the convertible note, the Company also has the option (subject to customary equity conditions) to pay redemption amounts in the form of shares of common stock. Payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 85% of the average VWAP for the shares over the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

On May 1, 2018, effective as of April 3, 2018, in lieu of making the December 2017 through March 2018 cash payments, the the Company agreed to amend the variable conversion price formula outlined in the securities purchase agreement. As amended, payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 60% of the lowest VWAP for the shares during the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

All principal and accrued interest on the convertible note is convertible at any time, in whole or in part, at the option of St. George into shares of common stock at a fixed conversion price of $4.00 per share.

The convertible note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Note; and (ii) bankruptcy or insolvency of the Company. Upon the occurrence of an event of default, the convertible note will begin to bear interest at the rate of 22% per annum. In addition, upon the occurrence of an event of default, St. George has the option to increase the outstanding balance of the convertible note by 25%. The default provisions have not been designated by St. George.

In connection with the closing under the securities purchase agreement, the Company issued 37,500 unregistered shares of common stock to St. George as an origination fee. The closing stock price on the date of close was $1.70 resulting in an interest expense of $63,750 being recorded as of the date of close.

The convertible note may not be converted, and shares of common stock may not be issued pursuant to the convertible note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

As of March 31, 2019, cash payments of $191,667 had been made on the convertible note, and $713,350 had been converted into 74,352,901 shares of the Company's common stock. The remaining balance on the note was $992,483 as of March 31, 2019. The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Common Shares Issued
Q1 2018	$	75,000	187,500
Q2 2018	$	316,600	2,082,778
Q3 2018	$	102,500	3,142,333
Q4 2018	$	112,500	10,437,046
Q1 2019	$	106,750	58,503,244
	$	713,350	74,352,901

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible note issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the derivative liability was $1,060,000.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	1,060,000
Change in fair value of derivative liability	(909,567		)
Derivative Liability Balance as of March 31, 2019	$	150,433

The derivative liability associated with the convertible note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible note. As a result of the fair value assessment, the Company recorded a $909,567 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $150,433 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible note approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 52%, present value discount rate of 12%, and dividend yield of 0%.

BayBridge Convertible Note

On September 7, 2018, the Company, entered into an securities exchange agreement (“Exchange Agreement 2”) with Baybridge.

Pursuant to the terms of Exchange Agreement 2, BayBridge agreed to surrender and exchange an outstanding promissory note with a principal balance of $200,000, plus accrued interest of $16,800, for a convertible note with an aggregate principal amount of $270,000 and an original issue discount of $53,200 (“Exchange Note 2”).

Exchange Note 2 is unsecured, has no applicable registration rights, bears interest at a rate of 12% per annum, matures on September 7, 2019 and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from and after the date of issuance of Exchange Note 2, and then at any time until Exchange Note 2 is fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

As of March 31, 2019, Exchange Note 2 had been converted in full.

On March 11, 2019, as described in Note 10, the Company, entered into two additional securities exchange agreements (“Exchange Agreements 3 & 4”) with Baybridge.

Pursuant to the terms of Exchange Agreement 3, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $115,000, plus accrued interest of $10,607, for a convertible note with an aggregate principal amount of $150,000 and an original issue discount of $24,393 (“Exchange Note 3”).

Pursuant to the terms of Exchange Agreement 4, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $120,000, plus accrued interest of $7,829, for a convertible note with an aggregate principal amount of $160,000 and an original issue discount of $32,171 (“Exchange Note 4”).

Exchange Notes 3 & 4 are unsecured, have no applicable registration rights, bear interest at a rate of 12% per annum, mature on March 11, 2020 and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from the date of issuance of Exchanges Note 3 & 4, and then at any time until Exchange Notes 3 & 4 are fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

Conversion to shares of common stock may not be issued pursuant to Exchange Notes 3 & 4 if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

As of March 31, 2019, aggregate principal of $298,000 and interest of $7,581 had been converted into 63,409,004 shares of common stock and no cash payments of principal or interest had been made on these exchange notes. Exchange Note 2 had been converted in full. The principal and accrued interest balances on Exchange Notes 3 & 4, as of March 31, 2019, were $282,000 and $4,494, respectively.

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q4 2018	$	207,500	$	4,303	16,008,198
Q1 2019	$	90,500	$	3,278	47,400,806
	$	298,000	$	7,581	63,409,004

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion options in these notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	113,846
Additional derivative liability on new notes	310,640
Change in fair value of derivative liability	(134,553		)
Liability extinguished	(113,846		)
Derivative Liability Balance as of March 31, 2019	$	176,087

At December 31, 2018, the derivative liability associated with Exchange Note 2 was $113,846. During the three months ended March 31, 2019, Exchange Note 2 had been fully converted and the remaining derivative liability of $113,846 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion options in Exchange Notes 3 & 4 were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 11, 2019, the derivative liability associated with Exchange Notes 3 & 4 was $310,640. The fair value of the derivative was greater than the face value at issuance and the difference of $57,204 was charged to interest expense at issuance. The remaining debt discount of $253,436 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the Exchange Notes 3 & 4. As a result of the fair value assessment, the Company recorded a $134,553 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $176,087 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with Exchange Notes 3 & 4 approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 69%, present value discount rate of 12% and dividend yield of 0%.

Bellridge Convertible Notes

On July 25, 2018, as described in Note 11, the Company, entered into a securities exchange agreement (the “Exchange Agreement”) with Bellridge Capital, LP ("Bellridge"). Pursuant to the terms of the Exchange Agreement, the investor agreed to surrender and exchange a promissory note with a principal balance of $275,000 and accrued interest of $20,071. In exchange, the Company issued to the investor an unsecured convertible note with an aggregate principal amount of $300,000 (the “Exchange Note”). The original issue discount of $4,929 was charged to interest expense upon issuance. The Exchange Note is not secured, bears interest at a rate of 12% per annum, and will matured on January 25, 2019; principal and interest on the Exchange Note are due upon demand. The investor shall have the right, from and after the date of issuance of this note and then at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of the Company's common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.20, or (ii) 80% of the lowest traded price for the shares over the prior ten trading days.

On September 14, 2018, the “Company, issued a new $150,000 convertible note in a private placement to Bellridge. The note is not secured, contains no registration rights, bears interest at a rate of 12% per annum, will mature on September 14, 2019, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.20 or (ii) 70% of the lowest closing bid price for the shares over the prior five day trading period immediately preceding the conversion.

On October 18, 2018, as discussed in Note 9, Global assigned one of its notes to Bellridge. The note had an outstanding principal balance of $250,000 and an accrued interest balance of $26,466. The note matures on October 18, 2019, and all principal and interest is due upon maturity. The principal and accrued interest on the note are redeemable at any time, in whole or in part, at the option of Bellridge. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior five trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $0.20 per share, at the option of the Company.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, an aggregate principal of $310,615 and interest of $10,611, on the Bellridge convertible notes had been converted into 49,966,214 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $389,385 and $49,155, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q3 2018	$	137,500	$	2,104	3,715,476
Q4 2018	$	107,500	$	4,000	7,554,399
Q1 2019	$	65,615	$	4,507	38,696,339
	$	310,615	$	10,611	49,966,214

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in these convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $486,279.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	486,279
Liability extinguished	(43,521		)
Change in fair value of derivative liability	(376,119		)
Derivative Liability Balance as of March 31, 2019	$	66,639

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $376,119 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $66,639 as of March 31, 2019.

The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 72% and 49%, present value discount rate of 12%, and dividend yield of 0%.

PowerUp Convertible Notes

On August 1, 2018, the Company, entered into a securities purchase agreement with Power Up Lending Group LTD, for the private placement of a $130,000 convertible note . This note is unsecured, bears interest at a rate of 8% per annum, and matures on August 1, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in February 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On September 4, 2018, the Company entered into a second securities purchase agreement with Power Up, for the private placement of a second convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on September 4, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On October 17, 2018, the Company entered into a third securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $42,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on October 16, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in April 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

On February 14, 2019, the Company entered into a fourth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $54,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on February 14, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in August 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

On March 7, 2019, the Company entered into a fifth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on March 7, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in September 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, $182,500 of principal and $7,300 of interest had been converted into 95,014,902 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $149,500 and $3,103, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2019	$	182,500	$	7,300	95,014,902
	$	182,500	$	7,300	95,014,902

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $511,137.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	511,137
Additional derivative liability on new notes	130,653
Liability extinguishment	(417,591		)
Change in fair value of derivative liability	(31,240		)
Derivative Liability Balance as of March 31, 2019	$	192,959

During the three months ended March 31, 2019, the first and second notes had been fully converted and the remaining derivative liability of $417,591 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion option in the fourth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At February 14, 2019, the derivative liability associated with the fourth note was $43,788.

The conversion option in the fifth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 7, 2019, the derivative liability associated with the second note was $86,865. The fair value of the derivative was greater than the face value at issuance and the difference of $34,365 was charged to interest expense at issuance. The remaining debt discount of $52,500 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $31,240 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $192,959 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 69% and 71%, present value discount rate of 12%, and dividend yield of 0%.

EMA Convertible Note

On August 29, 2018, the Company, entered into a securities purchase agreement with EMA Financial, LLC, for the private placement of a $75,000 convertible note. The note is unsecured, bears interest at a rate of 8% per annum, and matures on May 29, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, EMA shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's Common Stock. Conversions into Common Stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

On February 22, 2019, EMA assigned this note to GS Capital (see below). Per the terms of this agreement, $75,000 of principal and $2,909 of accrued interest were sold to the new investor and the Company paid $27,268 to EMA as a pre-payment penalty.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with the note was $240,156.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	240,156
Liability extinguishment	(240,156		)
Derivative Liability Balance as of March 31, 2019	$	—

During the three months ended March 31, 2019, the note had been fully converted and the remaining derivative liability of $240,156 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

Widjaja Convertible Note

On January 11, 2019, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on January 11, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 19.99% of the outstanding shares of the Company's common stock.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $330,000 and $8,571, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	219,634
Change in fair value of derivative liability	(93,463		)
Derivative Liability Balance as of March 31, 2019	$	126,171

The conversion option in the Widjaja note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the Widjaja note was $219,634.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $93,463 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $126,171 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 73%, present value discount rate of 12%, and dividend yield of 0%.

GS Capital Convertible Note

On February 22, 2019, the Company sold and issued to GS Capital Partners, LLC (“GS”) a $108,068 aggregate principal amount unsecured convertible promissory note in exchange for $75,000 of gross proceeds, $5,800 in financing costs, and $27,268 of premium associated with the assignment of the EMA note (see above). The note is unsecured, bears interest at 8% per annum, matures on February 22, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock.

On February 22, 2019, GS purchased $75,000 in convertible notes, plus accrued interest, from EMA. The terms of the note remain the same.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $183,068 and $4,394, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	101,063
Derivative liability assigned	240,156
Change in fair value of derivative liability	(293,647		)
Derivative Liability Balance as of March 31, 2019	$	47,572

The conversion option in the GS note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the GS note was $101,063. The fair value of the derivative was greater than the face value at issuance and the difference of $26,063 was charged to interest expense at issuance. The remaining debt discount of $75,000 will be charged to interest expense ratably over the life of the note.

The derivative liability assigned to GS from EMA, at February 22, 2019, was $240,156.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $293,647 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $47,572 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 35% and 70%, present value discount rate of 12%, and dividend yield of 0%.

Subsequent to the date of this report, the Company conducted additional transactions with convertible notes. Please refer to Note 15 for more information.

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PROMISSORY NOTES

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

PROMISSORY NOTES

NOTES PAYABLE

On February 24, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into three notes payable in the aggregate amount of $765,784. The notes bear interest of 6% per annum and matured on February 24, 2018; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of $308,041, this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018. As of March 31, 2019, the Company had not made any payments on these notes; the total outstanding principal and accrued interest were $1,073,825 and $112,988, respectively, and the note is due upon demand.

On June 30, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of March 31, 2019, the Company had not made any payments on this note, the accrued interest was $21,883, and the note is due upon demand.

On September 30, 2017, the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234. The note bears interest of 5% per annum and matured on September 30, 2018. The Company has not made the monthly payments of $18,426 that were to commence on October 30, 2017; as of March 31, 2019, the company had paid principal of $22,529 and interest of $897, and the note is due upon demand. The remaining principal and interest balances, as of March 31, 2019, were $192,705 and $14,214, respectively.

SECURED PROMISSORY NOTE

The following table provides a summary of the activity of the Company's secured notes:

	Global Ichiban			St. George			Total
Secured Notes Principal Balance at December 31, 2017	$	4,557,227		$	—		$	4,557,227
New notes	1,935,000			1,315,000			3,250,000
Note conversions	(1,426,000		)	—			(1,426,000		)
Interest converted to principal	140,518			—			140,518
Note assignments	(250,000		)	—			(250,000		)
Secured Notes Principal Balance at December 31, 2018	4,956,745			1,315,000			6,271,745
Less: remaining discount	(2,012,698		)	(811,667		)	(2,824,365		)
Secured Notes, net of discount, at December 31, 2018	2,944,047			503,333			3,447,380
New notes	—			725,000			725,000
Note conversions	(115,000		)	—			(115,000		)
Interest converted to principal	171,152			—			171,152
Secured Notes Principal Balance at March 31, 2019	5,012,897			2,040,000			7,052,897
Less: remaining discount	(1,608,345		)	(1,064,583		)	(2,672,928		)
Secured Notes, net of discount, at March 31, 2019	$	3,404,552		$	975,417		$	4,379,969

Global Ichiban Secured Promissory Notes

On November 30, 2017, the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to $2,000,000 of the Company’s secured convertible promissory notes in exchange for $2,000,000 of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least $50,000 for the 20 trading day period preceding such future tranche closing dates.

Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of November 30, 2017, Global surrendered for cancellation (i) its outstanding promissory note dated September 13, 2017 ($3,359,539 principal and accrued interest), (ii) its outstanding promissory note dated October 31, 2017 ($252,466 principal and accrued interest), and (iii) its 400 shares of outstanding Series J Preferred Stock ( $445,222 of capital and accrued dividends). In exchange, the Company issued to Global $4,057,227 aggregate principal amount of additional Notes.

All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company.

The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

Of the notes issued on November 30, 2017, $3,359,539 aggregate principal amount will mature on December 15, 2020. Principal and interest was originally to be payable in 36 equal monthly installments of $111,585 beginning January 15, 2018. As of March 31, 2019, principal of $1,541,000 was converted into 13,081,603 shares of common stock, and $311,670 of interest was converted to principal. The remaining note is payable in 22 equal monthly installments of $107,990 beginning February 15, 2019. The Company has not made the payments as outlined in the agreement, this note is due upon demand.

The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2018	$	1,250,000	$	—	2,450,981
Q2 2018	$	176,000	$	—	1,035,295
Q1 2019	$	115,000	$	—	9,595,327
	$	1,541,000	$	—	13,081,603

Of the notes issued on November 30, 2017, $697,688 aggregate principal amount matured on November 30, 2018. Principal and interest on these notes are due upon demand.

The $2,000,000 aggregate principal amount of notes, issued in eight tranches, will mature on the first anniversary of the respective issuance date. Principal and interest will be payable upon maturity; for the maturity dates that have passed, the note is due upon demand. As of March 31, 2019, the closing dates, closing amounts, and maturity dates on completed note tranches are as follows:

Closing Date	Closing Amount		Maturity Date
11/30/2017	$	250,000	11/30/2018
12/28/2017	$	250,000	12/28/2018
1/11/2018	$	250,000	1/11/2019
1/25/2018	$	250,000	1/25/2019
2/8/2018	$	250,000	2/8/2019
2/21/2018	$	250,000	2/21/2019
3/7/2018	$	250,000	3/7/2019
3/21/2018	$	250,000	3/21/2019

On July 6, 2018, the Company issued an additional, promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $135,000 in exchange for gross proceeds of $120,000. This note matures on July 6, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $15,000 will be allocated to interest expense, ratably, over the life of the note. This note is not redeemable in stock.

On October 2, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 2, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 18, 2018, Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,466 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 11 for further discussion of this assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 22, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 22, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note.

All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $5,012,897 and $432,254, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,533,861
Change in fair value of derivative liability	(1,858,961		)
Derivative Liability Balance as of March 31, 2019	$	1,674,900

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into five separate instruments for valuation purposes.

1) The first valuation was done on the November 30, 2017 note with term of three years. The derivative value of this note was $1,764,068 as of December 31, 2018.

2) The second valuation was done on the group of notes dated November 30, 2017, that had a term of one year. The derivative value of this group of notes was $418,965 as of December 31, 2018.

3) The third valuation was done on the note dated December 28, 2017, which had a term of one year. The derivative value of this note was $150,126 on December 31, 2018.

4) The fourth valuation was done for the notes dated in the first quarter of 2018, which had a term of one year. The derivative value of this note was $900,757 on December 31, 2018.

5) The fifth valuation was done for the notes dated in the fourth quarter of 2018, which had a term of one year. The derivative value of this note was $299,945 on December 31, 2018.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the three valuation groups discussed above.

1) For the November 30, 2017 3yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 63%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $522,328 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,241,740 as of March 31, 2019.

2) For the November 30, 2017 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72% present value discount rate of 12% and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $296,790 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $122,175 as of March 31, 2019.

3) For the December 28, 2017 1yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $106,347 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $43,779 as of March 31, 2019.

4) For the first quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $638,085 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $262,672 as of March 31, 2019.

5) For the fourth quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 50%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $295,411 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $4,534 as of March 31, 2019.

The total cumulative net gain for the three months ended March 31, 2019 was $1,858,961 to reflect a total derivative liability of $1,674,900 as of March 31, 2019.

St. George Secured Convertible Notes

On May 8, 2018, the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000. The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note. The note bears interest at a rate of 10% per annum and matures on May 9, 2019. All unredeemed principal and accrued interest is payable upon maturity. The note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The note is secured by a junior security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early November 2018, St. George shall have the option to require the Company to redeem all or a portion of the amounts outstanding under the note. The Company may pay the requested redemption amounts in cash or in the form of shares of common stock (subject to certain specified equity conditions). Payments in the form of Common Stock shall be calculated using a variable conversion price equal to (i) 60% of the average of the two lowest closing bid prices for the shares over (ii) the prior ten day trading period immediately preceding the redemption.

On November 5, 2018, the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1,220,000 secured convertible promissory note ("Company Note"). On November 7, 2018, the Company received $200,000 of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of $800,000. The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of March 31, 2019, the Company had received an additional $400,000 in proceeds and had recorded $1,220,000 in principal related to the Company and Investor Notes. The Company recorded original issue discounts of $200,000 and debt financing costs of $20,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
11/7/2018	$	260,000	$	200,000
11/19/2018	$	120,000	$	100,000
11/30/2018	$	120,000	$	100,000
12/7/2018	$	120,000	$	100,000
12/17/2018	$	120,000	$	100,000
1/3/2019	$	120,000	$	100,000
1/17/2019	$	120,000	$	100,000
1/30/2019	$	120,000	$	100,000
2/8/2019	$	120,000	$	100,000

The Notes bear interest at a rate of 10% per annum and matures on November 5, 2019. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early May 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

On March 13, 2019, the Company entered into a third securities purchase agreement with St. George, for the private placement of a $365,000 secured convertible promissory note ("Third Note"). The Company may receive $300,000 in proceeds under the Third Note, and as of March 13, 2019, the Company had received $200,000 and had recorded $245,000 in principal related to the Third Note. The Company recorded original issue discounts of $40,000 and debt financing costs of $5,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
3/15/2019	$	125,000	$	100,000
3/22/2019	$	120,000	$	100,000

The Note bears interest at a rate of 10% per annum and matures on March 13, 2020. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early September 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior 10 day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $2,040,000 and $87,885, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,292,692
Additional derivative liability on new notes	1,467,197
Change in fair value of derivative liability	(2,471,594		)
Derivative Liability Balance as of March 31, 2019	$	2,288,295

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into three separate instruments for valuation purposes.

1) The first valuation was done on the May 8, 2018 note with term of one year. The derivative value of this note was $1,568,730 as of December 31, 2018.

2) The second valuation was done on the November 5, 2018 notes with term of one year. The derivative value of this note was $1,723,962 as of December 31, 2018. For the tranches of this note that were received in Q1 2019, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average date of January 22, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 79%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $469,686 as of January 22, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $69,686 was charged to interest expense at issuance. The remaining debt discount of $400,000 will be charged to interest expense ratably over the life of the note.

3) The third valuation was done on the March 13, 2019 notes with a term of one year. For the Q1 2019 tranches received, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of March 18, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 80%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $997,511 as of March 18, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $797,511 was charged to interest expense at issuance. The remaining debt discount of $200,000 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the two valuation groups discussed above.

1) For the May 2018 note: Management conducted a fair value assessment with the following assumptions: annual volatility of 35%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $1,291,447 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $277,283 as of March 31, 2019.

2) For the November 5, 2018 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 92%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $607,408 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,586,240 as of March 31, 2019.

3) For the March 13, 2019 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 82%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $572,739 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $424,772 as of March 31, 2019.

The total cumulative net loss for the three months ended March 31, 2019 was $2,471,594 to reflect a total derivative liability of $2,288,295 as of March 31, 2019.

Subsequent to the date of this report, the Company conducted additional secured transactions with St. George. Please refer to Note 15 for more information.

PROMISSORY NOTES

The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:

	Investor 1		Investor 2			Total
Promissory Notes Principal Balance at December 31, 2017	$	494,437	$	200,000		$	694,437
New notes	—		850,000			850,000
Notes exchanged	—		(200,000		)	(200,000		)
Promissory Notes Principal Balance at December 31, 2018	494,437		850,000			1,344,437
Less: remaining discount	—		(104,583		)	(104,583		)
Promissory Notes, net of discount, at December 31, 2018	$	494,437	$	745,417		$	1,239,854
New notes	—		67,500			67,500
Notes exchanged	—		(235,000		)	(235,000		)
Promissory Notes Principal Balance at March 31, 2019	494,437		682,500			1,176,937
Less: remaining discount	—		(55,000		)	(55,000		)
Promissory Notes, net of discount, at March 31, 2019	$	494,437	$	627,500		$	1,121,937

Offering of Unsecured, Non-Convertible Notes to Investor 1

During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017, in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matures on July 17, 2017. Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured.

On June 30, 2017, the Company and Investor 1 agreed to a 12 month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made all the payments according to this payment plan, and the note is payable upon demand.

As of March 31, 2019, $205,563 of principal and $45,414 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of March 31, 2019 were $494,437 and $101,089, respectively.

Offering of Unsecured, Non-Convertible Notes to Investor 2

On June 6, 2018, the Company initiated a second non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $315,000. The promissory note was issued with an original issue discount of $55,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000, that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matures on June 6, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $315,000 and $36,420, respectively.

On July 24, 2018, the Company initiated a third non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $115,000. The promissory note was issued with an original issue discount of $27,500, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,500, which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matures on January 24, 2019. Please see exchange note below.

On September 10, 2018, the Company initiated a fourth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $120,000. The promissory note was issued with an original issue discount of $20,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000, which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matures on March 10, 2019. Please see exchange note below.

On December 31, 2018, the Company initiated a fifth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $300,000. The promissory note was issued with an original issue discount of $75,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000, which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matures on June 30, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $300,000 and $13,954, respectively.

On March 11, 2019, the Company initiated a sixth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $60,000. The promissory note was issued with an original issue discount of $10,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $50,000, which was received in several tranches between January 2019 and March 2019. This note bears interest at 12% per annum and matures on September 11, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $60,000 and $847, respectively.

Exchange of Promissory Notes for Convertible Notes

On March 11, 2019, the Company entered into two new securities exchange agreements with Investor 2. Pursuant to the terms of the exchange agreements, Investor 2 agreed to surrender and exchange two promissory notes in exchange for two convertible notes. The first promissory note had a principal balance of $115,000 and an accrued interest balance of $10,607; and the second promissory note has a principal balance of $120,000 and an accrued interest balance of $7,829. See Note 11 for further discussion on the new convertible notes.

As of March 31, 2019, the aggregate outstanding principal and interest for Investor 2 was $682,500 and $51,254, respectively. Also, as of March 31, 2019, Investor 2 had provided the Company with an additional $7,500 in proceeds which had not yet been documented into a note.

Subsequent to the date of this report, the Company conducted additional transactions with promissory notes. Please refer to Note 15 for more information.

CONVERTIBLE NOTES

The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:

	Principal Balance 12/31/2017		New Notes		Notes assigned or exchanged		Notes converted			Principal Balance 12/31/2018		Less: Discount Balance			Net Principal Balance 12/31/18
October 2016 Notes	$	330,000	$	—	$	—	$	—		$	330,000	$	—		$	330,000
St. George Notes	1,705,833		—		—		(606,600		)	1,099,233		(96,177		)	1,003,056
BayBridge Notes	565,000		—		270,000		(772,500		)	62,500		(62,100		)	400
Bellridge Notes	—		150,000		550,000		(245,000		)	455,000		(123,360		)	331,640
Power Up Notes	—		225,000		—		—			225,000		(110,621		)	114,379
EMA Note	—		75,000		—		—			75,000		(1,753		)	73,247
	$	2,600,833	$	450,000	$	820,000	$	(1,624,100	)	$	2,246,733	$	(394,011	)	$	1,852,722

	Principal Balance 12/31/2018		New Notes		Notes assigned or exchanged			Notes converted			Principal Balance 3/31/2019		Less: Discount Balance			Net Principal Balance 3/31/19
October 2016 Notes	$	330,000	$	—	$	—		$	—		$	330,000	$	—		$	330,000
St. George Notes	1,099,233		—		—			(106,750		)	992,483		—			992,483
BayBridge Notes	62,500		—		310,000			(90,500		)	282,000		(269,500		)	12,500
Bellridge Notes	455,000		—		—			(65,615		)	389,385		(64,359		)	325,026
Power Up Notes	225,000		107,000		—			(182,500		)	149,500		(104,547		)	44,953
EMA Note	75,000		—		(75,000		)	—			—		—			—
Widjaja Note	—		330,000		—			—			330,000		(164,725		)	165,275
GS Capital Notes	—		108,068		75,000			—			183,068		(62,500		)	120,568
	$	2,246,733	$	545,068	$	310,000		$	(445,365	)	$	2,656,436	$	(665,631	)	$	1,990,805

October 2016 Convertible Notes

On October 5, 2016, the Company entered into a securities purchase agreement with a private investor for the private placement of $330,000 principal amount of convertible notes. At Closing, the Company sold and issued $330,000 principal amount of convertible notes in exchange for $330,000 of gross proceeds.

The convertible notes matured on December 31, 2017 and bear interest at a rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand, the default interest rate has not been designated by the investor.

All principal and accrued interest on the convertible notes is convertible at any time, in whole or in part, at the option of the investor, into shares of common stock at a variable conversion price equal to 80% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. After the six month anniversary of the issuance of any convertible note, the conversion price for such note shall thereafter be equal to 50% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date.

The convertible notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the convertible notes; and (ii) bankruptcy or insolvency of the Company.

Outstanding principal and accrued interest on the convertible notes were $330,000 and $49,885, respectively as of March 31, 2019.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the fair value of the derivative liability was $876,481.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	876,481
Additional derivative liability on new notes	—
Change in fair value of derivative liability	(481,408		)
Derivative Liability Balance as of March 31, 2019	$	395,073

The derivative liability associated with the convertible notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible notes. As a result of the fair value assessment, the Company recorded a $481,408 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $395,073 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and dividend yield of 0%.

St. George Convertible Note

On September 8, 2017, the Company entered into a securities purchase agreement with St. George Investments, LLC ("St. George") for the private placement of $1,725,000 principal amount of the Company’s original issue discount convertible notes.

On September 11, 2017, the Company sold and issued a $1,725,000 principal convertible note to St. George in exchange for $1,500,000 of gross proceeds, and paid $20,000 in financing costs. The original issue discount of $225,000, and the financing costs, will be charged to interest expense, ratably, over the life of the note.

This note matured on March 11, 2019. The note does not bear interest in the absence of an event of default. The note is due upon demand and an interest rate has not been designated by St. George.

For the first six months after the issuance of the convertible note, the Company will make a monthly cash repayment on the note of approximately $96,000. Thereafter, St. George may request that the Company make monthly partial redemptions of the note up to $150,000 per month. If St. George does not request the full $150,000 redemption amount in any one month, the unused portion of such monthly redemption amount can be added to future monthly redemption amounts; however, in no event, can the amount requested for any one month exceed $275,000.

Redemption amounts are payable by the Company in cash. Beginning ten months after the issuance of the convertible note, cash redemption payments by the Company will be subject to a 15% redemption premium. The Company recorded an estimated cash premium of $172,500, at inception, which has been charged to interest, ratably, over the life of the note.

Beginning six months after the issuance of the convertible note, the Company also has the option (subject to customary equity conditions) to pay redemption amounts in the form of shares of common stock. Payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 85% of the average VWAP for the shares over the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

On May 1, 2018, effective as of April 3, 2018, in lieu of making the December 2017 through March 2018 cash payments, the the Company agreed to amend the variable conversion price formula outlined in the securities purchase agreement. As amended, payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 60% of the lowest VWAP for the shares during the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

All principal and accrued interest on the convertible note is convertible at any time, in whole or in part, at the option of St. George into shares of common stock at a fixed conversion price of $4.00 per share.

The convertible note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Note; and (ii) bankruptcy or insolvency of the Company. Upon the occurrence of an event of default, the convertible note will begin to bear interest at the rate of 22% per annum. In addition, upon the occurrence of an event of default, St. George has the option to increase the outstanding balance of the convertible note by 25%. The default provisions have not been designated by St. George.

In connection with the closing under the securities purchase agreement, the Company issued 37,500 unregistered shares of common stock to St. George as an origination fee. The closing stock price on the date of close was $1.70 resulting in an interest expense of $63,750 being recorded as of the date of close.

The convertible note may not be converted, and shares of common stock may not be issued pursuant to the convertible note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

As of March 31, 2019, cash payments of $191,667 had been made on the convertible note, and $713,350 had been converted into 74,352,901 shares of the Company's common stock. The remaining balance on the note was $992,483 as of March 31, 2019. The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Common Shares Issued
Q1 2018	$	75,000	187,500
Q2 2018	$	316,600	2,082,778
Q3 2018	$	102,500	3,142,333
Q4 2018	$	112,500	10,437,046
Q1 2019	$	106,750	58,503,244
	$	713,350	74,352,901

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible note issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the derivative liability was $1,060,000.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	1,060,000
Change in fair value of derivative liability	(909,567		)
Derivative Liability Balance as of March 31, 2019	$	150,433

The derivative liability associated with the convertible note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible note. As a result of the fair value assessment, the Company recorded a $909,567 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $150,433 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible note approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 52%, present value discount rate of 12%, and dividend yield of 0%.

BayBridge Convertible Note

On September 7, 2018, the Company, entered into an securities exchange agreement (“Exchange Agreement 2”) with Baybridge.

Pursuant to the terms of Exchange Agreement 2, BayBridge agreed to surrender and exchange an outstanding promissory note with a principal balance of $200,000, plus accrued interest of $16,800, for a convertible note with an aggregate principal amount of $270,000 and an original issue discount of $53,200 (“Exchange Note 2”).

Exchange Note 2 is unsecured, has no applicable registration rights, bears interest at a rate of 12% per annum, matures on September 7, 2019 and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from and after the date of issuance of Exchange Note 2, and then at any time until Exchange Note 2 is fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

As of March 31, 2019, Exchange Note 2 had been converted in full.

On March 11, 2019, as described in Note 10, the Company, entered into two additional securities exchange agreements (“Exchange Agreements 3 & 4”) with Baybridge.

Pursuant to the terms of Exchange Agreement 3, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $115,000, plus accrued interest of $10,607, for a convertible note with an aggregate principal amount of $150,000 and an original issue discount of $24,393 (“Exchange Note 3”).

Pursuant to the terms of Exchange Agreement 4, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $120,000, plus accrued interest of $7,829, for a convertible note with an aggregate principal amount of $160,000 and an original issue discount of $32,171 (“Exchange Note 4”).

Exchange Notes 3 & 4 are unsecured, have no applicable registration rights, bear interest at a rate of 12% per annum, mature on March 11, 2020 and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from the date of issuance of Exchanges Note 3 & 4, and then at any time until Exchange Notes 3 & 4 are fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

Conversion to shares of common stock may not be issued pursuant to Exchange Notes 3 & 4 if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

As of March 31, 2019, aggregate principal of $298,000 and interest of $7,581 had been converted into 63,409,004 shares of common stock and no cash payments of principal or interest had been made on these exchange notes. Exchange Note 2 had been converted in full. The principal and accrued interest balances on Exchange Notes 3 & 4, as of March 31, 2019, were $282,000 and $4,494, respectively.

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q4 2018	$	207,500	$	4,303	16,008,198
Q1 2019	$	90,500	$	3,278	47,400,806
	$	298,000	$	7,581	63,409,004

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion options in these notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	113,846
Additional derivative liability on new notes	310,640
Change in fair value of derivative liability	(134,553		)
Liability extinguished	(113,846		)
Derivative Liability Balance as of March 31, 2019	$	176,087

At December 31, 2018, the derivative liability associated with Exchange Note 2 was $113,846. During the three months ended March 31, 2019, Exchange Note 2 had been fully converted and the remaining derivative liability of $113,846 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion options in Exchange Notes 3 & 4 were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 11, 2019, the derivative liability associated with Exchange Notes 3 & 4 was $310,640. The fair value of the derivative was greater than the face value at issuance and the difference of $57,204 was charged to interest expense at issuance. The remaining debt discount of $253,436 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the Exchange Notes 3 & 4. As a result of the fair value assessment, the Company recorded a $134,553 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $176,087 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with Exchange Notes 3 & 4 approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 69%, present value discount rate of 12% and dividend yield of 0%.

Bellridge Convertible Notes

On July 25, 2018, as described in Note 11, the Company, entered into a securities exchange agreement (the “Exchange Agreement”) with Bellridge Capital, LP ("Bellridge"). Pursuant to the terms of the Exchange Agreement, the investor agreed to surrender and exchange a promissory note with a principal balance of $275,000 and accrued interest of $20,071. In exchange, the Company issued to the investor an unsecured convertible note with an aggregate principal amount of $300,000 (the “Exchange Note”). The original issue discount of $4,929 was charged to interest expense upon issuance. The Exchange Note is not secured, bears interest at a rate of 12% per annum, and will matured on January 25, 2019; principal and interest on the Exchange Note are due upon demand. The investor shall have the right, from and after the date of issuance of this note and then at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of the Company's common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.20, or (ii) 80% of the lowest traded price for the shares over the prior ten trading days.

On September 14, 2018, the “Company, issued a new $150,000 convertible note in a private placement to Bellridge. The note is not secured, contains no registration rights, bears interest at a rate of 12% per annum, will mature on September 14, 2019, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.20 or (ii) 70% of the lowest closing bid price for the shares over the prior five day trading period immediately preceding the conversion.

On October 18, 2018, as discussed in Note 9, Global assigned one of its notes to Bellridge. The note had an outstanding principal balance of $250,000 and an accrued interest balance of $26,466. The note matures on October 18, 2019, and all principal and interest is due upon maturity. The principal and accrued interest on the note are redeemable at any time, in whole or in part, at the option of Bellridge. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior five trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $0.20 per share, at the option of the Company.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, an aggregate principal of $310,615 and interest of $10,611, on the Bellridge convertible notes had been converted into 49,966,214 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $389,385 and $49,155, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q3 2018	$	137,500	$	2,104	3,715,476
Q4 2018	$	107,500	$	4,000	7,554,399
Q1 2019	$	65,615	$	4,507	38,696,339
	$	310,615	$	10,611	49,966,214

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in these convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $486,279.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	486,279
Liability extinguished	(43,521		)
Change in fair value of derivative liability	(376,119		)
Derivative Liability Balance as of March 31, 2019	$	66,639

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $376,119 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $66,639 as of March 31, 2019.

The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 72% and 49%, present value discount rate of 12%, and dividend yield of 0%.

PowerUp Convertible Notes

On August 1, 2018, the Company, entered into a securities purchase agreement with Power Up Lending Group LTD, for the private placement of a $130,000 convertible note . This note is unsecured, bears interest at a rate of 8% per annum, and matures on August 1, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in February 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On September 4, 2018, the Company entered into a second securities purchase agreement with Power Up, for the private placement of a second convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on September 4, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On October 17, 2018, the Company entered into a third securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $42,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on October 16, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in April 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

On February 14, 2019, the Company entered into a fourth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $54,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on February 14, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in August 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

On March 7, 2019, the Company entered into a fifth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on March 7, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in September 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, $182,500 of principal and $7,300 of interest had been converted into 95,014,902 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $149,500 and $3,103, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2019	$	182,500	$	7,300	95,014,902
	$	182,500	$	7,300	95,014,902

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $511,137.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	511,137
Additional derivative liability on new notes	130,653
Liability extinguishment	(417,591		)
Change in fair value of derivative liability	(31,240		)
Derivative Liability Balance as of March 31, 2019	$	192,959

During the three months ended March 31, 2019, the first and second notes had been fully converted and the remaining derivative liability of $417,591 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion option in the fourth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At February 14, 2019, the derivative liability associated with the fourth note was $43,788.

The conversion option in the fifth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 7, 2019, the derivative liability associated with the second note was $86,865. The fair value of the derivative was greater than the face value at issuance and the difference of $34,365 was charged to interest expense at issuance. The remaining debt discount of $52,500 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $31,240 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $192,959 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 69% and 71%, present value discount rate of 12%, and dividend yield of 0%.

EMA Convertible Note

On August 29, 2018, the Company, entered into a securities purchase agreement with EMA Financial, LLC, for the private placement of a $75,000 convertible note. The note is unsecured, bears interest at a rate of 8% per annum, and matures on May 29, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, EMA shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's Common Stock. Conversions into Common Stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

On February 22, 2019, EMA assigned this note to GS Capital (see below). Per the terms of this agreement, $75,000 of principal and $2,909 of accrued interest were sold to the new investor and the Company paid $27,268 to EMA as a pre-payment penalty.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with the note was $240,156.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	240,156
Liability extinguishment	(240,156		)
Derivative Liability Balance as of March 31, 2019	$	—

During the three months ended March 31, 2019, the note had been fully converted and the remaining derivative liability of $240,156 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

Widjaja Convertible Note

On January 11, 2019, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on January 11, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 19.99% of the outstanding shares of the Company's common stock.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $330,000 and $8,571, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	219,634
Change in fair value of derivative liability	(93,463		)
Derivative Liability Balance as of March 31, 2019	$	126,171

The conversion option in the Widjaja note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the Widjaja note was $219,634.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $93,463 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $126,171 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 73%, present value discount rate of 12%, and dividend yield of 0%.

GS Capital Convertible Note

On February 22, 2019, the Company sold and issued to GS Capital Partners, LLC (“GS”) a $108,068 aggregate principal amount unsecured convertible promissory note in exchange for $75,000 of gross proceeds, $5,800 in financing costs, and $27,268 of premium associated with the assignment of the EMA note (see above). The note is unsecured, bears interest at 8% per annum, matures on February 22, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock.

On February 22, 2019, GS purchased $75,000 in convertible notes, plus accrued interest, from EMA. The terms of the note remain the same.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $183,068 and $4,394, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	101,063
Derivative liability assigned	240,156
Change in fair value of derivative liability	(293,647		)
Derivative Liability Balance as of March 31, 2019	$	47,572

The conversion option in the GS note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the GS note was $101,063. The fair value of the derivative was greater than the face value at issuance and the difference of $26,063 was charged to interest expense at issuance. The remaining debt discount of $75,000 will be charged to interest expense ratably over the life of the note.

The derivative liability assigned to GS from EMA, at February 22, 2019, was $240,156.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $293,647 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $47,572 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 35% and 70%, present value discount rate of 12%, and dividend yield of 0%.

Subsequent to the date of this report, the Company conducted additional transactions with convertible notes. Please refer to Note 15 for more information.

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CONVERTIBLE NOTES

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

CONVERTIBLE NOTES

NOTES PAYABLE

On February 24, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into three notes payable in the aggregate amount of $765,784. The notes bear interest of 6% per annum and matured on February 24, 2018; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same vendor to convert the balance of their account into a fourth note payable with a principal amount of $308,041, this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018. As of March 31, 2019, the Company had not made any payments on these notes; the total outstanding principal and accrued interest were $1,073,825 and $112,988, respectively, and the note is due upon demand.

On June 30, 2017, the Company entered into an agreement with a vendor to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of March 31, 2019, the Company had not made any payments on this note, the accrued interest was $21,883, and the note is due upon demand.

On September 30, 2017, the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234. The note bears interest of 5% per annum and matured on September 30, 2018. The Company has not made the monthly payments of $18,426 that were to commence on October 30, 2017; as of March 31, 2019, the company had paid principal of $22,529 and interest of $897, and the note is due upon demand. The remaining principal and interest balances, as of March 31, 2019, were $192,705 and $14,214, respectively.

SECURED PROMISSORY NOTE

The following table provides a summary of the activity of the Company's secured notes:

	Global Ichiban			St. George			Total
Secured Notes Principal Balance at December 31, 2017	$	4,557,227		$	—		$	4,557,227
New notes	1,935,000			1,315,000			3,250,000
Note conversions	(1,426,000		)	—			(1,426,000		)
Interest converted to principal	140,518			—			140,518
Note assignments	(250,000		)	—			(250,000		)
Secured Notes Principal Balance at December 31, 2018	4,956,745			1,315,000			6,271,745
Less: remaining discount	(2,012,698		)	(811,667		)	(2,824,365		)
Secured Notes, net of discount, at December 31, 2018	2,944,047			503,333			3,447,380
New notes	—			725,000			725,000
Note conversions	(115,000		)	—			(115,000		)
Interest converted to principal	171,152			—			171,152
Secured Notes Principal Balance at March 31, 2019	5,012,897			2,040,000			7,052,897
Less: remaining discount	(1,608,345		)	(1,064,583		)	(2,672,928		)
Secured Notes, net of discount, at March 31, 2019	$	3,404,552		$	975,417		$	4,379,969

Global Ichiban Secured Promissory Notes

On November 30, 2017, the Company, entered into a note purchase and exchange agreement with Global Ichiban Ltd. ("Global"), for the private placement of up to $2,000,000 of the Company’s secured convertible promissory notes in exchange for $2,000,000 of gross proceeds in several tranches through June 2018, The closing of each tranche is conditioned upon the Company having an average daily trading volume for its Common Stock of at least $50,000 for the 20 trading day period preceding such future tranche closing dates.

Pursuant to the terms of the note purchase and exchange agreement, the Company and Global also agreed to exchange certain outstanding securities held by the Global for additional notes. As of November 30, 2017, Global surrendered for cancellation (i) its outstanding promissory note dated September 13, 2017 ($3,359,539 principal and accrued interest), (ii) its outstanding promissory note dated October 31, 2017 ($252,466 principal and accrued interest), and (iii) its 400 shares of outstanding Series J Preferred Stock ( $445,222 of capital and accrued dividends). In exchange, the Company issued to Global $4,057,227 aggregate principal amount of additional Notes.

All principal and accrued interest on the notes are redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company.

The notes may not be converted, and shares of common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

Of the notes issued on November 30, 2017, $3,359,539 aggregate principal amount will mature on December 15, 2020. Principal and interest was originally to be payable in 36 equal monthly installments of $111,585 beginning January 15, 2018. As of March 31, 2019, principal of $1,541,000 was converted into 13,081,603 shares of common stock, and $311,670 of interest was converted to principal. The remaining note is payable in 22 equal monthly installments of $107,990 beginning February 15, 2019. The Company has not made the payments as outlined in the agreement, this note is due upon demand.

The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2018	$	1,250,000	$	—	2,450,981
Q2 2018	$	176,000	$	—	1,035,295
Q1 2019	$	115,000	$	—	9,595,327
	$	1,541,000	$	—	13,081,603

Of the notes issued on November 30, 2017, $697,688 aggregate principal amount matured on November 30, 2018. Principal and interest on these notes are due upon demand.

The $2,000,000 aggregate principal amount of notes, issued in eight tranches, will mature on the first anniversary of the respective issuance date. Principal and interest will be payable upon maturity; for the maturity dates that have passed, the note is due upon demand. As of March 31, 2019, the closing dates, closing amounts, and maturity dates on completed note tranches are as follows:

Closing Date	Closing Amount		Maturity Date
11/30/2017	$	250,000	11/30/2018
12/28/2017	$	250,000	12/28/2018
1/11/2018	$	250,000	1/11/2019
1/25/2018	$	250,000	1/25/2019
2/8/2018	$	250,000	2/8/2019
2/21/2018	$	250,000	2/21/2019
3/7/2018	$	250,000	3/7/2019
3/21/2018	$	250,000	3/21/2019

On July 6, 2018, the Company issued an additional, promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $135,000 in exchange for gross proceeds of $120,000. This note matures on July 6, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $15,000 will be allocated to interest expense, ratably, over the life of the note. This note is not redeemable in stock.

On October 2, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 2, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 18, 2018, Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,466 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 11 for further discussion of this assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

On October 22, 2018, the Company issued an additional promissory note to Global, pursuant to the note purchase and exchange agreement dated November 30, 2017. In accordance with the agreement, the Company issued a note with a principal balance of $150,000 in exchange for gross proceeds of $125,000. This note matures on October 22, 2019. Principal and interest on this note are payable at maturity. The original issue discount of $25,000 will be allocated to interest expense, ratably, over the life of the note.

All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $5,012,897 and $432,254, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,533,861
Change in fair value of derivative liability	(1,858,961		)
Derivative Liability Balance as of March 31, 2019	$	1,674,900

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into five separate instruments for valuation purposes.

1) The first valuation was done on the November 30, 2017 note with term of three years. The derivative value of this note was $1,764,068 as of December 31, 2018.

2) The second valuation was done on the group of notes dated November 30, 2017, that had a term of one year. The derivative value of this group of notes was $418,965 as of December 31, 2018.

3) The third valuation was done on the note dated December 28, 2017, which had a term of one year. The derivative value of this note was $150,126 on December 31, 2018.

4) The fourth valuation was done for the notes dated in the first quarter of 2018, which had a term of one year. The derivative value of this note was $900,757 on December 31, 2018.

5) The fifth valuation was done for the notes dated in the fourth quarter of 2018, which had a term of one year. The derivative value of this note was $299,945 on December 31, 2018.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the three valuation groups discussed above.

1) For the November 30, 2017 3yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 63%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $522,328 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,241,740 as of March 31, 2019.

2) For the November 30, 2017 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72% present value discount rate of 12% and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $296,790 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $122,175 as of March 31, 2019.

3) For the December 28, 2017 1yr note: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $106,347 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $43,779 as of March 31, 2019.

4) For the first quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $638,085 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $262,672 as of March 31, 2019.

5) For the fourth quarter 2018 1yr notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 50%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a net gain of $295,411 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $4,534 as of March 31, 2019.

The total cumulative net gain for the three months ended March 31, 2019 was $1,858,961 to reflect a total derivative liability of $1,674,900 as of March 31, 2019.

St. George Secured Convertible Notes

On May 8, 2018, the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000. The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note. The note bears interest at a rate of 10% per annum and matures on May 9, 2019. All unredeemed principal and accrued interest is payable upon maturity. The note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The note is secured by a junior security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early November 2018, St. George shall have the option to require the Company to redeem all or a portion of the amounts outstanding under the note. The Company may pay the requested redemption amounts in cash or in the form of shares of common stock (subject to certain specified equity conditions). Payments in the form of Common Stock shall be calculated using a variable conversion price equal to (i) 60% of the average of the two lowest closing bid prices for the shares over (ii) the prior ten day trading period immediately preceding the redemption.

On November 5, 2018, the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1,220,000 secured convertible promissory note ("Company Note"). On November 7, 2018, the Company received $200,000 of gross proceeds from the offering of the Company Note. In addition, the Company received additional consideration for the Company Note in the form of eight separate promissory notes of St. George (the “Investor Notes”) having an aggregate principal amount of $800,000. The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of March 31, 2019, the Company had received an additional $400,000 in proceeds and had recorded $1,220,000 in principal related to the Company and Investor Notes. The Company recorded original issue discounts of $200,000 and debt financing costs of $20,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
11/7/2018	$	260,000	$	200,000
11/19/2018	$	120,000	$	100,000
11/30/2018	$	120,000	$	100,000
12/7/2018	$	120,000	$	100,000
12/17/2018	$	120,000	$	100,000
1/3/2019	$	120,000	$	100,000
1/17/2019	$	120,000	$	100,000
1/30/2019	$	120,000	$	100,000
2/8/2019	$	120,000	$	100,000

The Notes bear interest at a rate of 10% per annum and matures on November 5, 2019. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early May 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

On March 13, 2019, the Company entered into a third securities purchase agreement with St. George, for the private placement of a $365,000 secured convertible promissory note ("Third Note"). The Company may receive $300,000 in proceeds under the Third Note, and as of March 13, 2019, the Company had received $200,000 and had recorded $245,000 in principal related to the Third Note. The Company recorded original issue discounts of $40,000 and debt financing costs of $5,000, which will be recognized as interest expense, ratably, over the life of the note. As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
3/15/2019	$	125,000	$	100,000
3/22/2019	$	120,000	$	100,000

The Note bears interest at a rate of 10% per annum and matures on March 13, 2020. All unredeemed principal and accrued interest is payable upon maturity. The Notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. In the event of default the interest rate increases to 22% per annum. The Notes are secured by a security interest on the Company's headquarters building, located in Thornton, Colorado. There are no registration rights applicable to this agreement.

Beginning in early September 2019, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid price for the shares over the prior 10 day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

As of March 31, 2019, the aggregate principal and interest balance of the Notes were $2,040,000 and $87,885, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,292,692
Additional derivative liability on new notes	1,467,197
Change in fair value of derivative liability	(2,471,594		)
Derivative Liability Balance as of March 31, 2019	$	2,288,295

Due to the varying terms and varying issue dates, the tranches of this instrument were broken into three separate instruments for valuation purposes.

1) The first valuation was done on the May 8, 2018 note with term of one year. The derivative value of this note was $1,568,730 as of December 31, 2018.

2) The second valuation was done on the November 5, 2018 notes with term of one year. The derivative value of this note was $1,723,962 as of December 31, 2018. For the tranches of this note that were received in Q1 2019, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average date of January 22, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 79%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $469,686 as of January 22, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $69,686 was charged to interest expense at issuance. The remaining debt discount of $400,000 will be charged to interest expense ratably over the life of the note.

3) The third valuation was done on the March 13, 2019 notes with a term of one year. For the Q1 2019 tranches received, the Company conducted an initial valuation. Although the notes were entered into at various dates, we used a weighted average issuance date of March 18, 2019 for a combined valuation purpose. Management's analysis, using the following assumptions: annual volatility of 80%, present value discount rate of 12%, and a dividend yield of 0%, resulted in a fair value of the embedded derivative associated with these Notes of $997,511 as of March 18, 2019. The fair value of the derivative was greater than the face value at issuance and the difference of $797,511 was charged to interest expense at issuance. The remaining debt discount of $200,000 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with the notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the two valuation groups discussed above.

1) For the May 2018 note: Management conducted a fair value assessment with the following assumptions: annual volatility of 35%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $1,291,447 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $277,283 as of March 31, 2019.

2) For the November 5, 2018 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 92%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $607,408 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $1,586,240 as of March 31, 2019.

3) For the March 13, 2019 notes: Management conducted a fair value assessment with the following assumptions: annual volatility of 82%, present value discount rate of 12%, and a dividend yield of 0% as of March 31, 2019. As a result of the fair value assessment, the Company recorded a gain of $572,739 as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $424,772 as of March 31, 2019.

The total cumulative net loss for the three months ended March 31, 2019 was $2,471,594 to reflect a total derivative liability of $2,288,295 as of March 31, 2019.

Subsequent to the date of this report, the Company conducted additional secured transactions with St. George. Please refer to Note 15 for more information.

PROMISSORY NOTES

The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:

	Investor 1		Investor 2			Total
Promissory Notes Principal Balance at December 31, 2017	$	494,437	$	200,000		$	694,437
New notes	—		850,000			850,000
Notes exchanged	—		(200,000		)	(200,000		)
Promissory Notes Principal Balance at December 31, 2018	494,437		850,000			1,344,437
Less: remaining discount	—		(104,583		)	(104,583		)
Promissory Notes, net of discount, at December 31, 2018	$	494,437	$	745,417		$	1,239,854
New notes	—		67,500			67,500
Notes exchanged	—		(235,000		)	(235,000		)
Promissory Notes Principal Balance at March 31, 2019	494,437		682,500			1,176,937
Less: remaining discount	—		(55,000		)	(55,000		)
Promissory Notes, net of discount, at March 31, 2019	$	494,437	$	627,500		$	1,121,937

Offering of Unsecured, Non-Convertible Notes to Investor 1

During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017, in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matures on July 17, 2017. Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured.

On June 30, 2017, the Company and Investor 1 agreed to a 12 month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made all the payments according to this payment plan, and the note is payable upon demand.

As of March 31, 2019, $205,563 of principal and $45,414 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of March 31, 2019 were $494,437 and $101,089, respectively.

Offering of Unsecured, Non-Convertible Notes to Investor 2

On June 6, 2018, the Company initiated a second non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $315,000. The promissory note was issued with an original issue discount of $55,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000, that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matures on June 6, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $315,000 and $36,420, respectively.

On July 24, 2018, the Company initiated a third non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $115,000. The promissory note was issued with an original issue discount of $27,500, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,500, which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matures on January 24, 2019. Please see exchange note below.

On September 10, 2018, the Company initiated a fourth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $120,000. The promissory note was issued with an original issue discount of $20,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000, which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matures on March 10, 2019. Please see exchange note below.

On December 31, 2018, the Company initiated a fifth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $300,000. The promissory note was issued with an original issue discount of $75,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000, which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matures on June 30, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $300,000 and $13,954, respectively.

On March 11, 2019, the Company initiated a sixth non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $60,000. The promissory note was issued with an original issue discount of $10,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $50,000, which was received in several tranches between January 2019 and March 2019. This note bears interest at 12% per annum and matures on September 11, 2019. All principal and interest is payable upon maturity. As of March 31, 2019, the remaining principal and interest on on this note were $60,000 and $847, respectively.

Exchange of Promissory Notes for Convertible Notes

On March 11, 2019, the Company entered into two new securities exchange agreements with Investor 2. Pursuant to the terms of the exchange agreements, Investor 2 agreed to surrender and exchange two promissory notes in exchange for two convertible notes. The first promissory note had a principal balance of $115,000 and an accrued interest balance of $10,607; and the second promissory note has a principal balance of $120,000 and an accrued interest balance of $7,829. See Note 11 for further discussion on the new convertible notes.

As of March 31, 2019, the aggregate outstanding principal and interest for Investor 2 was $682,500 and $51,254, respectively. Also, as of March 31, 2019, Investor 2 had provided the Company with an additional $7,500 in proceeds which had not yet been documented into a note.

Subsequent to the date of this report, the Company conducted additional transactions with promissory notes. Please refer to Note 15 for more information.

CONVERTIBLE NOTES

The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:

	Principal Balance 12/31/2017		New Notes		Notes assigned or exchanged		Notes converted			Principal Balance 12/31/2018		Less: Discount Balance			Net Principal Balance 12/31/18
October 2016 Notes	$	330,000	$	—	$	—	$	—		$	330,000	$	—		$	330,000
St. George Notes	1,705,833		—		—		(606,600		)	1,099,233		(96,177		)	1,003,056
BayBridge Notes	565,000		—		270,000		(772,500		)	62,500		(62,100		)	400
Bellridge Notes	—		150,000		550,000		(245,000		)	455,000		(123,360		)	331,640
Power Up Notes	—		225,000		—		—			225,000		(110,621		)	114,379
EMA Note	—		75,000		—		—			75,000		(1,753		)	73,247
	$	2,600,833	$	450,000	$	820,000	$	(1,624,100	)	$	2,246,733	$	(394,011	)	$	1,852,722

	Principal Balance 12/31/2018		New Notes		Notes assigned or exchanged			Notes converted			Principal Balance 3/31/2019		Less: Discount Balance			Net Principal Balance 3/31/19
October 2016 Notes	$	330,000	$	—	$	—		$	—		$	330,000	$	—		$	330,000
St. George Notes	1,099,233		—		—			(106,750		)	992,483		—			992,483
BayBridge Notes	62,500		—		310,000			(90,500		)	282,000		(269,500		)	12,500
Bellridge Notes	455,000		—		—			(65,615		)	389,385		(64,359		)	325,026
Power Up Notes	225,000		107,000		—			(182,500		)	149,500		(104,547		)	44,953
EMA Note	75,000		—		(75,000		)	—			—		—			—
Widjaja Note	—		330,000		—			—			330,000		(164,725		)	165,275
GS Capital Notes	—		108,068		75,000			—			183,068		(62,500		)	120,568
	$	2,246,733	$	545,068	$	310,000		$	(445,365	)	$	2,656,436	$	(665,631	)	$	1,990,805

October 2016 Convertible Notes

On October 5, 2016, the Company entered into a securities purchase agreement with a private investor for the private placement of $330,000 principal amount of convertible notes. At Closing, the Company sold and issued $330,000 principal amount of convertible notes in exchange for $330,000 of gross proceeds.

The convertible notes matured on December 31, 2017 and bear interest at a rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand, the default interest rate has not been designated by the investor.

All principal and accrued interest on the convertible notes is convertible at any time, in whole or in part, at the option of the investor, into shares of common stock at a variable conversion price equal to 80% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. After the six month anniversary of the issuance of any convertible note, the conversion price for such note shall thereafter be equal to 50% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date.

The convertible notes contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the convertible notes; and (ii) bankruptcy or insolvency of the Company.

Outstanding principal and accrued interest on the convertible notes were $330,000 and $49,885, respectively as of March 31, 2019.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the fair value of the derivative liability was $876,481.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	876,481
Additional derivative liability on new notes	—
Change in fair value of derivative liability	(481,408		)
Derivative Liability Balance as of March 31, 2019	$	395,073

The derivative liability associated with the convertible notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible notes. As a result of the fair value assessment, the Company recorded a $481,408 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $395,073 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 72%, present value discount rate of 12%, and dividend yield of 0%.

St. George Convertible Note

On September 8, 2017, the Company entered into a securities purchase agreement with St. George Investments, LLC ("St. George") for the private placement of $1,725,000 principal amount of the Company’s original issue discount convertible notes.

On September 11, 2017, the Company sold and issued a $1,725,000 principal convertible note to St. George in exchange for $1,500,000 of gross proceeds, and paid $20,000 in financing costs. The original issue discount of $225,000, and the financing costs, will be charged to interest expense, ratably, over the life of the note.

This note matured on March 11, 2019. The note does not bear interest in the absence of an event of default. The note is due upon demand and an interest rate has not been designated by St. George.

For the first six months after the issuance of the convertible note, the Company will make a monthly cash repayment on the note of approximately $96,000. Thereafter, St. George may request that the Company make monthly partial redemptions of the note up to $150,000 per month. If St. George does not request the full $150,000 redemption amount in any one month, the unused portion of such monthly redemption amount can be added to future monthly redemption amounts; however, in no event, can the amount requested for any one month exceed $275,000.

Redemption amounts are payable by the Company in cash. Beginning ten months after the issuance of the convertible note, cash redemption payments by the Company will be subject to a 15% redemption premium. The Company recorded an estimated cash premium of $172,500, at inception, which has been charged to interest, ratably, over the life of the note.

Beginning six months after the issuance of the convertible note, the Company also has the option (subject to customary equity conditions) to pay redemption amounts in the form of shares of common stock. Payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 85% of the average VWAP for the shares over the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

On May 1, 2018, effective as of April 3, 2018, in lieu of making the December 2017 through March 2018 cash payments, the the Company agreed to amend the variable conversion price formula outlined in the securities purchase agreement. As amended, payments in the form of shares would be calculated using a variable conversion price equal to the lower of (i) 60% of the lowest VWAP for the shares during the prior five trading days or (ii) the closing bid price for the shares on the prior trading day.

All principal and accrued interest on the convertible note is convertible at any time, in whole or in part, at the option of St. George into shares of common stock at a fixed conversion price of $4.00 per share.

The convertible note contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Note; and (ii) bankruptcy or insolvency of the Company. Upon the occurrence of an event of default, the convertible note will begin to bear interest at the rate of 22% per annum. In addition, upon the occurrence of an event of default, St. George has the option to increase the outstanding balance of the convertible note by 25%. The default provisions have not been designated by St. George.

In connection with the closing under the securities purchase agreement, the Company issued 37,500 unregistered shares of common stock to St. George as an origination fee. The closing stock price on the date of close was $1.70 resulting in an interest expense of $63,750 being recorded as of the date of close.

The convertible note may not be converted, and shares of common stock may not be issued pursuant to the convertible note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

As of March 31, 2019, cash payments of $191,667 had been made on the convertible note, and $713,350 had been converted into 74,352,901 shares of the Company's common stock. The remaining balance on the note was $992,483 as of March 31, 2019. The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Common Shares Issued
Q1 2018	$	75,000	187,500
Q2 2018	$	316,600	2,082,778
Q3 2018	$	102,500	3,142,333
Q4 2018	$	112,500	10,437,046
Q1 2019	$	106,750	58,503,244
	$	713,350	74,352,901

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the convertible note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible note issuance and appropriately recorded that value as a derivative liability. As of December 31, 2018, the derivative liability was $1,060,000.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	1,060,000
Change in fair value of derivative liability	(909,567		)
Derivative Liability Balance as of March 31, 2019	$	150,433

The derivative liability associated with the convertible note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the convertible note. As a result of the fair value assessment, the Company recorded a $909,567 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019, to properly reflect the fair value of the embedded derivative of $150,433 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible note approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 52%, present value discount rate of 12%, and dividend yield of 0%.

BayBridge Convertible Note

On September 7, 2018, the Company, entered into an securities exchange agreement (“Exchange Agreement 2”) with Baybridge.

Pursuant to the terms of Exchange Agreement 2, BayBridge agreed to surrender and exchange an outstanding promissory note with a principal balance of $200,000, plus accrued interest of $16,800, for a convertible note with an aggregate principal amount of $270,000 and an original issue discount of $53,200 (“Exchange Note 2”).

Exchange Note 2 is unsecured, has no applicable registration rights, bears interest at a rate of 12% per annum, matures on September 7, 2019 and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from and after the date of issuance of Exchange Note 2, and then at any time until Exchange Note 2 is fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

As of March 31, 2019, Exchange Note 2 had been converted in full.

On March 11, 2019, as described in Note 10, the Company, entered into two additional securities exchange agreements (“Exchange Agreements 3 & 4”) with Baybridge.

Pursuant to the terms of Exchange Agreement 3, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $115,000, plus accrued interest of $10,607, for a convertible note with an aggregate principal amount of $150,000 and an original issue discount of $24,393 (“Exchange Note 3”).

Pursuant to the terms of Exchange Agreement 4, BayBridge agreed to surrender and exchange an outstanding promissory notes with a principal balance of $120,000, plus accrued interest of $7,829, for a convertible note with an aggregate principal amount of $160,000 and an original issue discount of $32,171 (“Exchange Note 4”).

Exchange Notes 3 & 4 are unsecured, have no applicable registration rights, bear interest at a rate of 12% per annum, mature on March 11, 2020 and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the Exchange Note, and (ii) bankruptcy or insolvency of the Company. Principal and interest are payable upon maturity.

BayBridge shall have the right, from the date of issuance of Exchanges Note 3 & 4, and then at any time until Exchange Notes 3 & 4 are fully paid, to convert any outstanding and unpaid principal and interest into shares of common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.15, or (ii) 70% of the lowest traded price for the shares over the prior five trading days.

Conversion to shares of common stock may not be issued pursuant to Exchange Notes 3 & 4 if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock.

As of March 31, 2019, aggregate principal of $298,000 and interest of $7,581 had been converted into 63,409,004 shares of common stock and no cash payments of principal or interest had been made on these exchange notes. Exchange Note 2 had been converted in full. The principal and accrued interest balances on Exchange Notes 3 & 4, as of March 31, 2019, were $282,000 and $4,494, respectively.

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q4 2018	$	207,500	$	4,303	16,008,198
Q1 2019	$	90,500	$	3,278	47,400,806
	$	298,000	$	7,581	63,409,004

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion options in these notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	113,846
Additional derivative liability on new notes	310,640
Change in fair value of derivative liability	(134,553		)
Liability extinguished	(113,846		)
Derivative Liability Balance as of March 31, 2019	$	176,087

At December 31, 2018, the derivative liability associated with Exchange Note 2 was $113,846. During the three months ended March 31, 2019, Exchange Note 2 had been fully converted and the remaining derivative liability of $113,846 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion options in Exchange Notes 3 & 4 were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 11, 2019, the derivative liability associated with Exchange Notes 3 & 4 was $310,640. The fair value of the derivative was greater than the face value at issuance and the difference of $57,204 was charged to interest expense at issuance. The remaining debt discount of $253,436 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the Exchange Notes 3 & 4. As a result of the fair value assessment, the Company recorded a $134,553 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $176,087 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with Exchange Notes 3 & 4 approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 69%, present value discount rate of 12% and dividend yield of 0%.

Bellridge Convertible Notes

On July 25, 2018, as described in Note 11, the Company, entered into a securities exchange agreement (the “Exchange Agreement”) with Bellridge Capital, LP ("Bellridge"). Pursuant to the terms of the Exchange Agreement, the investor agreed to surrender and exchange a promissory note with a principal balance of $275,000 and accrued interest of $20,071. In exchange, the Company issued to the investor an unsecured convertible note with an aggregate principal amount of $300,000 (the “Exchange Note”). The original issue discount of $4,929 was charged to interest expense upon issuance. The Exchange Note is not secured, bears interest at a rate of 12% per annum, and will matured on January 25, 2019; principal and interest on the Exchange Note are due upon demand. The investor shall have the right, from and after the date of issuance of this note and then at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of the Company's common stock at a variable conversion price equal to the lesser of (i) a price equal to $0.20, or (ii) 80% of the lowest traded price for the shares over the prior ten trading days.

On September 14, 2018, the “Company, issued a new $150,000 convertible note in a private placement to Bellridge. The note is not secured, contains no registration rights, bears interest at a rate of 12% per annum, will mature on September 14, 2019, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.20 or (ii) 70% of the lowest closing bid price for the shares over the prior five day trading period immediately preceding the conversion.

On October 18, 2018, as discussed in Note 9, Global assigned one of its notes to Bellridge. The note had an outstanding principal balance of $250,000 and an accrued interest balance of $26,466. The note matures on October 18, 2019, and all principal and interest is due upon maturity. The principal and accrued interest on the note are redeemable at any time, in whole or in part, at the option of Bellridge. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior five trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $0.20 per share, at the option of the Company.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, an aggregate principal of $310,615 and interest of $10,611, on the Bellridge convertible notes had been converted into 49,966,214 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $389,385 and $49,155, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q3 2018	$	137,500	$	2,104	3,715,476
Q4 2018	$	107,500	$	4,000	7,554,399
Q1 2019	$	65,615	$	4,507	38,696,339
	$	310,615	$	10,611	49,966,214

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in these convertible notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $486,279.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	486,279
Liability extinguished	(43,521		)
Change in fair value of derivative liability	(376,119		)
Derivative Liability Balance as of March 31, 2019	$	66,639

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $376,119 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $66,639 as of March 31, 2019.

The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 72% and 49%, present value discount rate of 12%, and dividend yield of 0%.

PowerUp Convertible Notes

On August 1, 2018, the Company, entered into a securities purchase agreement with Power Up Lending Group LTD, for the private placement of a $130,000 convertible note . This note is unsecured, bears interest at a rate of 8% per annum, and matures on August 1, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in February 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On September 4, 2018, the Company entered into a second securities purchase agreement with Power Up, for the private placement of a second convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on September 4, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion. As of March 31, 2019, this note had been converted in full.

On October 17, 2018, the Company entered into a third securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $42,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on October 16, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in April 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

On February 14, 2019, the Company entered into a fourth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $54,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on February 14, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in August 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

On March 7, 2019, the Company entered into a fifth securities purchase agreement with Power Up, for the private placement of a third convertible note with a principal value of $52,500. This note is unsecured, bears interest at a rate of 8% per annum, and matures on March 7, 2020; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in September 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest trading prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

As of March 31, 2019, $182,500 of principal and $7,300 of interest had been converted into 95,014,902 shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $149,500 and $3,103, respectively. The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2019	$	182,500	$	7,300	95,014,902
	$	182,500	$	7,300	95,014,902

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with these notes was $511,137.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	511,137
Additional derivative liability on new notes	130,653
Liability extinguishment	(417,591		)
Change in fair value of derivative liability	(31,240		)
Derivative Liability Balance as of March 31, 2019	$	192,959

During the three months ended March 31, 2019, the first and second notes had been fully converted and the remaining derivative liability of $417,591 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

The conversion option in the fourth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At February 14, 2019, the derivative liability associated with the fourth note was $43,788.

The conversion option in the fifth note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At March 7, 2019, the derivative liability associated with the second note was $86,865. The fair value of the derivative was greater than the face value at issuance and the difference of $34,365 was charged to interest expense at issuance. The remaining debt discount of $52,500 will be charged to interest expense ratably over the life of the note.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $31,240 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $192,959 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 69% and 71%, present value discount rate of 12%, and dividend yield of 0%.

EMA Convertible Note

On August 29, 2018, the Company, entered into a securities purchase agreement with EMA Financial, LLC, for the private placement of a $75,000 convertible note. The note is unsecured, bears interest at a rate of 8% per annum, and matures on May 29, 2019; principal and interest is due upon maturity. In the event of default, the interest rate per annum increases to 22%.

Beginning in March 2019, EMA shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's Common Stock. Conversions into Common Stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion.

Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of common stock.

On February 22, 2019, EMA assigned this note to GS Capital (see below). Per the terms of this agreement, $75,000 of principal and $2,909 of accrued interest were sold to the new investor and the Company paid $27,268 to EMA as a pre-payment penalty.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At December 31, 2018, the derivative liability associated with the note was $240,156.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	240,156
Liability extinguishment	(240,156		)
Derivative Liability Balance as of March 31, 2019	$	—

During the three months ended March 31, 2019, the note had been fully converted and the remaining derivative liability of $240,156 was recorded as a gain to "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations.

Widjaja Convertible Note

On January 11, 2019, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on January 11, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 19.99% of the outstanding shares of the Company's common stock.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $330,000 and $8,571, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	219,634
Change in fair value of derivative liability	(93,463		)
Derivative Liability Balance as of March 31, 2019	$	126,171

The conversion option in the Widjaja note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the Widjaja note was $219,634.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $93,463 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $126,171 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility of 73%, present value discount rate of 12%, and dividend yield of 0%.

GS Capital Convertible Note

On February 22, 2019, the Company sold and issued to GS Capital Partners, LLC (“GS”) a $108,068 aggregate principal amount unsecured convertible promissory note in exchange for $75,000 of gross proceeds, $5,800 in financing costs, and $27,268 of premium associated with the assignment of the EMA note (see above). The note is unsecured, bears interest at 8% per annum, matures on February 22, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock.

On February 22, 2019, GS purchased $75,000 in convertible notes, plus accrued interest, from EMA. The terms of the note remain the same.

As of March 31, 2019, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of March 31, 2019 were $183,068 and $4,394, respectively.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the first note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability.

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	101,063
Derivative liability assigned	240,156
Change in fair value of derivative liability	(293,647		)
Derivative Liability Balance as of March 31, 2019	$	47,572

The conversion option in the GS note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. At January 11, 2019, the derivative liability associated with the GS note was $101,063. The fair value of the derivative was greater than the face value at issuance and the difference of $26,063 was charged to interest expense at issuance. The remaining debt discount of $75,000 will be charged to interest expense ratably over the life of the note.

The derivative liability assigned to GS from EMA, at February 22, 2019, was $240,156.

The derivative liability associated with these notes is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. At March 31, 2019, the Company conducted a fair value assessment of the embedded derivative associated with the notes. As a result of the fair value assessment, the Company recorded a $293,647 gain as "Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net" in the Consolidated Statements of Operations for the three months ended March 31, 2019 to properly reflect the fair value of the embedded derivative of $47,572 as of March 31, 2019.

The fair value measurements rely primarily on company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the convertible notes approximates management’s estimate of the fair value of the embedded derivative liability at March 31, 2019 based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions: annual volatility between 35% and 70%, present value discount rate of 12%, and dividend yield of 0%.

Subsequent to the date of this report, the Company conducted additional transactions with convertible notes. Please refer to Note 15 for more information.

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SERIES A PREFERRED STOCK

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Series A Preferred Stock

SERIES A PREFERRED STOCK

In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of $750,000 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6,000,000. This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1,000,000. The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock and a warrant to purchase 10,938 shares of common stock for $5,000,000.

Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017.

The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $232, as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At March 31, 2019, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of 12,656 preferred shares into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends.

Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8 per share of Series A Preferred Stock plus any accrued and unpaid dividends.

During the three months ended March 31, 2019, 12,656 shares Series A Preferred Stock, plus $70,527 of accrued dividends were converted into 1 share and 9,795,396 shares of the Company's common stock, respectively. As of March 31, 2019, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $283,131.

STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

Reverse Stock Split

On July 19, 2018, the Company, filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, at a ratio of one-for-one thousand (the “Reverse Stock Split”).

The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on July 20, 2018 (the “Effective Time”), at which time every thousand shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.

Immediately following the Reverse Stock Split, the Company had approximately 19 million shares of Common Stock issued and outstanding. The number of authorized shares of the Company’s Common Stock remains at 20 billion. The number of shares of the Company’s Series A preferred stock outstanding was not affected by the Reverse Stock Split. However, the number of shares of Common Stock into which each outstanding share of Series A preferred stock is convertible will be adjusted proportionately as a result of the Reverse Stock Split. All outstanding RSUs, stock options, warrants and rights to purchase shares of Common Stock was adjusted proportionately.

Trading of the Company’s Common Stock continued on the OTC Marketplace on a split-adjusted basis on July 23, 2018.

At March 31, 2019, the Company had 20 billion shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of March 31, 2019, the Company had 322,543,901 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through March 31, 2019.

Preferred Stock

At March 31, 2019, the Company had 25,000,000 shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors.  The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock:

Preferred Stock Series Designation	Shares Authorized	Shares Outstanding
Series A	750,000	48,100
Series B-1	2,000	—
Series B-2	1,000	—
Series C	1,000	—
Series D	3,000	—
Series D-1	2,500	—
Series E	2,800	—
Series F	7,000	—
Series G	2,000	—
Series H	2,500	—
Series I	1,000	—
Series J	1,350	—
Series J-1	1,000	—
Series K	20,000	—

Series A Preferred Stock

Refer to Note 12 for Series A Preferred Stock activity.

Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock

There were no transactions involving the Series B-1, B-2, C, D, D-1, H, I, J, J-1, or K during the three months ended March 31, 2019.

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STOCKHOLDERS' EQUITY (DEFICIT)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

STOCKHOLDERS' EQUITY (DEFICIT)

SERIES A PREFERRED STOCK

In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of $750,000 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6,000,000. This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1,000,000. The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock and a warrant to purchase 10,938 shares of common stock for $5,000,000.

Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017.

The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $232, as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At March 31, 2019, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of 12,656 preferred shares into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends.

Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8 per share of Series A Preferred Stock plus any accrued and unpaid dividends.

During the three months ended March 31, 2019, 12,656 shares Series A Preferred Stock, plus $70,527 of accrued dividends were converted into 1 share and 9,795,396 shares of the Company's common stock, respectively. As of March 31, 2019, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $283,131.

STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

Reverse Stock Split

On July 19, 2018, the Company, filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock, at a ratio of one-for-one thousand (the “Reverse Stock Split”).

The Certificate of Amendment provides that the Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on July 20, 2018 (the “Effective Time”), at which time every thousand shares of the Company’s issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of Common Stock, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.

Immediately following the Reverse Stock Split, the Company had approximately 19 million shares of Common Stock issued and outstanding. The number of authorized shares of the Company’s Common Stock remains at 20 billion. The number of shares of the Company’s Series A preferred stock outstanding was not affected by the Reverse Stock Split. However, the number of shares of Common Stock into which each outstanding share of Series A preferred stock is convertible will be adjusted proportionately as a result of the Reverse Stock Split. All outstanding RSUs, stock options, warrants and rights to purchase shares of Common Stock was adjusted proportionately.

Trading of the Company’s Common Stock continued on the OTC Marketplace on a split-adjusted basis on July 23, 2018.

At March 31, 2019, the Company had 20 billion shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of March 31, 2019, the Company had 322,543,901 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through March 31, 2019.

Preferred Stock

At March 31, 2019, the Company had 25,000,000 shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors.  The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock:

Preferred Stock Series Designation	Shares Authorized	Shares Outstanding
Series A	750,000	48,100
Series B-1	2,000	—
Series B-2	1,000	—
Series C	1,000	—
Series D	3,000	—
Series D-1	2,500	—
Series E	2,800	—
Series F	7,000	—
Series G	2,000	—
Series H	2,500	—
Series I	1,000	—
Series J	1,350	—
Series J-1	1,000	—
Series K	20,000	—

Series A Preferred Stock

Refer to Note 12 for Series A Preferred Stock activity.

Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock

There were no transactions involving the Series B-1, B-2, C, D, D-1, H, I, J, J-1, or K during the three months ended March 31, 2019.

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EQUITY PLANS AND SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

EQUITY PLANS AND SHARE-BASED COMPENSATION

EQUITY PLANS AND SHARE-BASED COMPENSATION

Share-Based Compensation: The Company measures share-based compensation cost at the grant date based on the fair value of the award and recognizes this cost as an expense over the grant recipients’ requisite service periods for all awards made to employees, officers, directors and consultants.

The share-based compensation expense recognized in the Consolidated Statements of Operations was as follows:

	For three months ended March 31,		For three months ended March 31,
	2019		2018
Research and development	$	—	$	454
Selling, general and administrative	$	4,346	$	13,870
Total share-based compensation cost	$	4,346	$	14,324

The following table presents share-based compensation expense by type:

	For three months ended March 31,		For three months ended March 31,
	2019		2018
Type of Award:
Stock Options	$	4,346	$	14,324
Restricted Stock Units and Awards	$	—	$	—
Total share-based compensation cost	$	4,346	$	14,324

Stock Options: The Company recognized share-based compensation expense for stock options of $4,346 to officers, directors and employees for the three months ended March 31, 2019 related to stock option awards, reduced for estimated forfeitures. There were no option grants during the three months ended March 31, 2019 or March 31, 2018.

As of March 31, 2019, total compensation cost related to non-vested stock options not yet recognized was $3,767 which is expected to be recognized over a weighted average period of approximately 0.21 years. As of March 31, 2019, 96 shares were vested or expected to vest in the future and 120 shares remained available for future grants under the Option Plan.

The following table summarizes stock option activity within the Stock Option Plan:

	Stock Option Shares		Weighted Average Remaining Contractual Life in Years
Outstanding at December 31, 2017	195		7.32
Granted	—
Exercised	—
Canceled	(85	)
Outstanding at December 31, 2018	110		5.18
Granted	—
Exercised	—
Canceled	(13	)
Outstanding at March 31, 2019	97		5.18
Exercisable at March 31, 2019	92		5.13

Restricted Stock: The Company did not recognized share-based compensation expense related to restricted stock grants for the three months ended March 31, 2019 or for the year ended December 31, 2018. There were no restricted stock grants for the periods ended March 31, 2019 and December 31, 2018.

As of March 31, 2019, there was no unrecognized share-based compensation expense from unvested restricted stock, no shares were expected to vest in the future, and 496 shares remained available for future grants under the Restricted Stock Plan.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Offering of Promissory Note (Note 10)

On May 14, 2019, the Company issued, to Investor 2, a additional promissory note with a principal balance of $100,000 in exchange for $75,000 in gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on November 14, 2019, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

Exchange of Outstanding Promissory Notes for Unsecured Convertible Note

On May 2, 2019, the Company, entered into two securities exchange agreements (the “Exchange Agreements”) with BayBridge (Note 11).

Pursuant to the terms of the Exchange Agreements, BayBridge agreed to surrender and exchange one outstanding promissory note (Note 10) with a principal balance of $349,650, plus accrued interest, for an additional unsecured convertible note with a principal amount of $450,000. The note is unsecured, bears interest at 12% per annum, matures on May 2, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity.

At any time after inception of the note until fully paid, BayBridge shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) a price equal to $0.002, or (ii) 65% of the lowest closing bid price for the shares over the prior five trading days.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of the Company's common stock.

Offering of Convertible Notes (Note 11)

On May 2, 2019, the Company entered into an additional note purchase with Power Up, for the private placement of a $42,500 convertible promissory note in exchange for $42,500 of gross proceeds. The note is unsecured, bears interest at 8% per annum, matures on May 2, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. The interest rate increases to 22% in the event of a default under the note.

Beginning in November 2019, Power Up shall have the option to convert all or a portion of the amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion.

There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock.

Conversions of Convertible Notes (Note 11)

Subsequent to the date of this report, an additional $39,320 in principal for St. George was converted into 53,303,030 shares of common stock.

Subsequent to the date of this report, an additional $58,500 in principal, plus accrued interest and a deposit fee, for BayBridge was converted into 100,486,326 shares of common stock.

Subsequent to the date of this report, an additional $29,385 in principal, plus accrued interest, for Bellridge was converted into 40,079,230 shares of common stock.

Subsequent to the date of this report, an additional $42,500 in principal, plus accrued interest, for Power Up was converted into 47,155,556 shares of common stock.

Subsequent to the date of this report, $15,000 in principal, plus accrued interest, for GS Capital was converted into 17,321,692 shares of common stock.

Sale of Building

On April 12, 2019, the Company entered into an agreement for the sale of its Thornton, Colorado building at a gross sales price of $13 million.  The closing of the transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2019.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Recently Adopted or to be Adopted Accounting Policies

Recently Adopted or to be Adopted Accounting Policies

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize all leases, including operating leases, on the balance sheet as a lease asset or lease liability, unless the lease is a short-term lease. ASU 2016-02 also requires additional disclosures regarding leasing arrangements. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company has evaluated the adoption of this guidance and has determined there is no material impact on its consolidated financial statements because the Company does not have any leases at the date of the adoption.

In July 2017, the FASB issued ASU No. 2017-11 Part I, Earnings Per Share (Topic 260), Distinguishing Liabilities fromEquity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 Part I changes the classification analysis of certain equity linked financial instruments with down round features. ASU 2017-11 Part I is effective, for public business entities, for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The adoption of this guidance did not have a material impact on its consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, which simplifies the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with specified exceptions. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company expects the adoption of this standard will not have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements of fair value measurements. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The Company is currently evaluating the impact of the effect adoption of this standard will have on its consolidated financial statements.

Other new pronouncements issued but not effective as of March 31, 2019 are not expected to have a material impact on the Company’s consolidated financial statements.

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PROPERTY, PLANT AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The following table summarizes property, plant and equipment as of March 31, 2019 and December 31, 2018:

	As of March 31,			As of December 31,
	2019			2018
Building	$	5,828,960		$	5,828,960
Furniture, fixtures, computer hardware and computer software	489,421			489,421
Manufacturing machinery and equipment	30,302,806			30,302,806
Depreciable property, plant and equipment	36,621,187			36,621,187
Less: Accumulated depreciation and amortization	(32,256,329		)	(32,207,829		)
Net property, plant and equipment	$	4,364,858		$	4,413,358

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INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Schedule of inventory, current

Inventories, net of reserves, consisted of the following at March 31, 2019 and December 31, 2018:

	As of March 31,		As of December 31,
	2019		2018
Raw materials	$	677,920	$	660,791
Work in process	—		—
Finished goods	—		—
Total	$	677,920	$	660,791

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DEBT (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Maturities of Long-term Debt

As of March 31, 2019, remaining future principal payments on long-term debt are due as follows:

2019	$	263,962
2020	$	372,843
2021	$	398,209
2022	$	425,301
2023	$	454,235
Thereafter	$	3,378,381
	$	5,292,931

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SECURED PROMISSORY NOTE (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Short-term Debt Instruments

The following table provides a summary of the activity of the Company's secured notes:

	Global Ichiban			St. George			Total
Secured Notes Principal Balance at December 31, 2017	$	4,557,227		$	—		$	4,557,227
New notes	1,935,000			1,315,000			3,250,000
Note conversions	(1,426,000		)	—			(1,426,000		)
Interest converted to principal	140,518			—			140,518
Note assignments	(250,000		)	—			(250,000		)
Secured Notes Principal Balance at December 31, 2018	4,956,745			1,315,000			6,271,745
Less: remaining discount	(2,012,698		)	(811,667		)	(2,824,365		)
Secured Notes, net of discount, at December 31, 2018	2,944,047			503,333			3,447,380
New notes	—			725,000			725,000
Note conversions	(115,000		)	—			(115,000		)
Interest converted to principal	171,152			—			171,152
Secured Notes Principal Balance at March 31, 2019	5,012,897			2,040,000			7,052,897
Less: remaining discount	(1,608,345		)	(1,064,583		)	(2,672,928		)
Secured Notes, net of discount, at March 31, 2019	$	3,404,552		$	975,417		$	4,379,969

The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:

	Investor 1		Investor 2			Total
Promissory Notes Principal Balance at December 31, 2017	$	494,437	$	200,000		$	694,437
New notes	—		850,000			850,000
Notes exchanged	—		(200,000		)	(200,000		)
Promissory Notes Principal Balance at December 31, 2018	494,437		850,000			1,344,437
Less: remaining discount	—		(104,583		)	(104,583		)
Promissory Notes, net of discount, at December 31, 2018	$	494,437	$	745,417		$	1,239,854
New notes	—		67,500			67,500
Notes exchanged	—		(235,000		)	(235,000		)
Promissory Notes Principal Balance at March 31, 2019	494,437		682,500			1,176,937
Less: remaining discount	—		(55,000		)	(55,000		)
Promissory Notes, net of discount, at March 31, 2019	$	494,437	$	627,500		$	1,121,937

Schedule of Long-term Debt Instruments

As of March 31, 2019, the closing dates, closing amounts, and maturity dates on completed note tranches are as follows:

Closing Date	Closing Amount		Maturity Date
11/30/2017	$	250,000	11/30/2018
12/28/2017	$	250,000	12/28/2018
1/11/2018	$	250,000	1/11/2019
1/25/2018	$	250,000	1/25/2019
2/8/2018	$	250,000	2/8/2019
2/21/2018	$	250,000	2/21/2019
3/7/2018	$	250,000	3/7/2019
3/21/2018	$	250,000	3/21/2019

As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
11/7/2018	$	260,000	$	200,000
11/19/2018	$	120,000	$	100,000
11/30/2018	$	120,000	$	100,000
12/7/2018	$	120,000	$	100,000
12/17/2018	$	120,000	$	100,000
1/3/2019	$	120,000	$	100,000
1/17/2019	$	120,000	$	100,000
1/30/2019	$	120,000	$	100,000
2/8/2019	$	120,000	$	100,000

As of March 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

Closing Date	Closing Amount		Proceeds
3/15/2019	$	125,000	$	100,000
3/22/2019	$	120,000	$	100,000

Schedule of Debt Conversions

The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2018	$	1,250,000	$	—	2,450,981
Q2 2018	$	176,000	$	—	1,035,295
Q1 2019	$	115,000	$	—	9,595,327
	$	1,541,000	$	—	13,081,603

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q4 2018	$	207,500	$	4,303	16,008,198
Q1 2019	$	90,500	$	3,278	47,400,806
	$	298,000	$	7,581	63,409,004

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q3 2018	$	137,500	$	2,104	3,715,476
Q4 2018	$	107,500	$	4,000	7,554,399
Q1 2019	$	65,615	$	4,507	38,696,339
	$	310,615	$	10,611	49,966,214

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2019	$	182,500	$	7,300	95,014,902
	$	182,500	$	7,300	95,014,902

he following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Common Shares Issued
Q1 2018	$	75,000	187,500
Q2 2018	$	316,600	2,082,778
Q3 2018	$	102,500	3,142,333
Q4 2018	$	112,500	10,437,046
Q1 2019	$	106,750	58,503,244
	$	713,350	74,352,901

Derivative Liability Activity

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,533,861
Change in fair value of derivative liability	(1,858,961		)
Derivative Liability Balance as of March 31, 2019	$	1,674,900

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,292,692
Additional derivative liability on new notes	1,467,197
Change in fair value of derivative liability	(2,471,594		)
Derivative Liability Balance as of March 31, 2019	$	2,288,295

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	240,156
Liability extinguishment	(240,156		)
Derivative Liability Balance as of March 31, 2019	$	—

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	486,279
Liability extinguished	(43,521		)
Change in fair value of derivative liability	(376,119		)
Derivative Liability Balance as of March 31, 2019	$	66,639

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	876,481
Additional derivative liability on new notes	—
Change in fair value of derivative liability	(481,408		)
Derivative Liability Balance as of March 31, 2019	$	395,073

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	511,137
Additional derivative liability on new notes	130,653
Liability extinguishment	(417,591		)
Change in fair value of derivative liability	(31,240		)
Derivative Liability Balance as of March 31, 2019	$	192,959

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	219,634
Change in fair value of derivative liability	(93,463		)
Derivative Liability Balance as of March 31, 2019	$	126,171

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	113,846
Additional derivative liability on new notes	310,640
Change in fair value of derivative liability	(134,553		)
Liability extinguished	(113,846		)
Derivative Liability Balance as of March 31, 2019	$	176,087

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	101,063
Derivative liability assigned	240,156
Change in fair value of derivative liability	(293,647		)
Derivative Liability Balance as of March 31, 2019	$	47,572

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	1,060,000
Change in fair value of derivative liability	(909,567		)
Derivative Liability Balance as of March 31, 2019	$	150,433

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PROMISSORY NOTES (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Short-term Debt Instruments

The following table provides a summary of the activity of the Company's secured notes:

	Global Ichiban			St. George			Total
Secured Notes Principal Balance at December 31, 2017	$	4,557,227		$	—		$	4,557,227
New notes	1,935,000			1,315,000			3,250,000
Note conversions	(1,426,000		)	—			(1,426,000		)
Interest converted to principal	140,518			—			140,518
Note assignments	(250,000		)	—			(250,000		)
Secured Notes Principal Balance at December 31, 2018	4,956,745			1,315,000			6,271,745
Less: remaining discount	(2,012,698		)	(811,667		)	(2,824,365		)
Secured Notes, net of discount, at December 31, 2018	2,944,047			503,333			3,447,380
New notes	—			725,000			725,000
Note conversions	(115,000		)	—			(115,000		)
Interest converted to principal	171,152			—			171,152
Secured Notes Principal Balance at March 31, 2019	5,012,897			2,040,000			7,052,897
Less: remaining discount	(1,608,345		)	(1,064,583		)	(2,672,928		)
Secured Notes, net of discount, at March 31, 2019	$	3,404,552		$	975,417		$	4,379,969

The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:

	Investor 1		Investor 2			Total
Promissory Notes Principal Balance at December 31, 2017	$	494,437	$	200,000		$	694,437
New notes	—		850,000			850,000
Notes exchanged	—		(200,000		)	(200,000		)
Promissory Notes Principal Balance at December 31, 2018	494,437		850,000			1,344,437
Less: remaining discount	—		(104,583		)	(104,583		)
Promissory Notes, net of discount, at December 31, 2018	$	494,437	$	745,417		$	1,239,854
New notes	—		67,500			67,500
Notes exchanged	—		(235,000		)	(235,000		)
Promissory Notes Principal Balance at March 31, 2019	494,437		682,500			1,176,937
Less: remaining discount	—		(55,000		)	(55,000		)
Promissory Notes, net of discount, at March 31, 2019	$	494,437	$	627,500		$	1,121,937

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CONVERTIBLE NOTES (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Convertible Debt

The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:

	Principal Balance 12/31/2017		New Notes		Notes assigned or exchanged		Notes converted			Principal Balance 12/31/2018		Less: Discount Balance			Net Principal Balance 12/31/18
October 2016 Notes	$	330,000	$	—	$	—	$	—		$	330,000	$	—		$	330,000
St. George Notes	1,705,833		—		—		(606,600		)	1,099,233		(96,177		)	1,003,056
BayBridge Notes	565,000		—		270,000		(772,500		)	62,500		(62,100		)	400
Bellridge Notes	—		150,000		550,000		(245,000		)	455,000		(123,360		)	331,640
Power Up Notes	—		225,000		—		—			225,000		(110,621		)	114,379
EMA Note	—		75,000		—		—			75,000		(1,753		)	73,247
	$	2,600,833	$	450,000	$	820,000	$	(1,624,100	)	$	2,246,733	$	(394,011	)	$	1,852,722

	Principal Balance 12/31/2018		New Notes		Notes assigned or exchanged			Notes converted			Principal Balance 3/31/2019		Less: Discount Balance			Net Principal Balance 3/31/19
October 2016 Notes	$	330,000	$	—	$	—		$	—		$	330,000	$	—		$	330,000
St. George Notes	1,099,233		—		—			(106,750		)	992,483		—			992,483
BayBridge Notes	62,500		—		310,000			(90,500		)	282,000		(269,500		)	12,500
Bellridge Notes	455,000		—		—			(65,615		)	389,385		(64,359		)	325,026
Power Up Notes	225,000		107,000		—			(182,500		)	149,500		(104,547		)	44,953
EMA Note	75,000		—		(75,000		)	—			—		—			—
Widjaja Note	—		330,000		—			—			330,000		(164,725		)	165,275
GS Capital Notes	—		108,068		75,000			—			183,068		(62,500		)	120,568
	$	2,246,733	$	545,068	$	310,000		$	(445,365	)	$	2,656,436	$	(665,631	)	$	1,990,805

Derivative Liability Activity

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,533,861
Change in fair value of derivative liability	(1,858,961		)
Derivative Liability Balance as of March 31, 2019	$	1,674,900

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	3,292,692
Additional derivative liability on new notes	1,467,197
Change in fair value of derivative liability	(2,471,594		)
Derivative Liability Balance as of March 31, 2019	$	2,288,295

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	240,156
Liability extinguishment	(240,156		)
Derivative Liability Balance as of March 31, 2019	$	—

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	486,279
Liability extinguished	(43,521		)
Change in fair value of derivative liability	(376,119		)
Derivative Liability Balance as of March 31, 2019	$	66,639

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	876,481
Additional derivative liability on new notes	—
Change in fair value of derivative liability	(481,408		)
Derivative Liability Balance as of March 31, 2019	$	395,073

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	511,137
Additional derivative liability on new notes	130,653
Liability extinguishment	(417,591		)
Change in fair value of derivative liability	(31,240		)
Derivative Liability Balance as of March 31, 2019	$	192,959

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	219,634
Change in fair value of derivative liability	(93,463		)
Derivative Liability Balance as of March 31, 2019	$	126,171

The following table summarizes the derivative liability transactions for these notes:

Derivative Liability Balance as of December 31, 2018	$	113,846
Additional derivative liability on new notes	310,640
Change in fair value of derivative liability	(134,553		)
Liability extinguished	(113,846		)
Derivative Liability Balance as of March 31, 2019	$	176,087

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	—
Additional derivative liability on new notes	101,063
Derivative liability assigned	240,156
Change in fair value of derivative liability	(293,647		)
Derivative Liability Balance as of March 31, 2019	$	47,572

The following table summarizes the derivative liability transactions for this note:

Derivative Liability Balance as of December 31, 2018	$	1,060,000
Change in fair value of derivative liability	(909,567		)
Derivative Liability Balance as of March 31, 2019	$	150,433

Schedule of Debt Conversions

The following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2018	$	1,250,000	$	—	2,450,981
Q2 2018	$	176,000	$	—	1,035,295
Q1 2019	$	115,000	$	—	9,595,327
	$	1,541,000	$	—	13,081,603

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q4 2018	$	207,500	$	4,303	16,008,198
Q1 2019	$	90,500	$	3,278	47,400,806
	$	298,000	$	7,581	63,409,004

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q3 2018	$	137,500	$	2,104	3,715,476
Q4 2018	$	107,500	$	4,000	7,554,399
Q1 2019	$	65,615	$	4,507	38,696,339
	$	310,615	$	10,611	49,966,214

The following table summarizes the conversion activity of these notes:

Conversion Period	Principal Converted		Interest Converted		Common Shares Issued
Q1 2019	$	182,500	$	7,300	95,014,902
	$	182,500	$	7,300	95,014,902

he following table summarizes the conversion activity of this note:

Conversion Period	Principal Converted		Common Shares Issued
Q1 2018	$	75,000	187,500
Q2 2018	$	316,600	2,082,778
Q3 2018	$	102,500	3,142,333
Q4 2018	$	112,500	10,437,046
Q1 2019	$	106,750	58,503,244
	$	713,350	74,352,901

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STOCKHOLDERS' EQUITY (DEFICIT) (Tables)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Schedule of Stock by Class

The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock:

Preferred Stock Series Designation	Shares Authorized	Shares Outstanding
Series A	750,000	48,100
Series B-1	2,000	—
Series B-2	1,000	—
Series C	1,000	—
Series D	3,000	—
Series D-1	2,500	—
Series E	2,800	—
Series F	7,000	—
Series G	2,000	—
Series H	2,500	—
Series I	1,000	—
Series J	1,350	—
Series J-1	1,000	—
Series K	20,000	—

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EQUITY PLANS AND SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based compensation cost by line item

The share-based compensation expense recognized in the Consolidated Statements of Operations was as follows:

	For three months ended March 31,		For three months ended March 31,
	2019		2018
Research and development	$	—	$	454
Selling, general and administrative	$	4,346	$	13,870
Total share-based compensation cost	$	4,346	$	14,324

Share-based compensation cost by award type

The following table presents share-based compensation expense by type:

	For three months ended March 31,		For three months ended March 31,
	2019		2018
Type of Award:
Stock Options	$	4,346	$	14,324
Restricted Stock Units and Awards	$	—	$	—
Total share-based compensation cost	$	4,346	$	14,324

Stock option activity

The following table summarizes stock option activity within the Stock Option Plan:

	Stock Option Shares		Weighted Average Remaining Contractual Life in Years
Outstanding at December 31, 2017	195		7.32
Granted	—
Exercised	—
Canceled	(85	)
Outstanding at December 31, 2018	110		5.18
Granted	—
Exercised	—
Canceled	(13	)
Outstanding at March 31, 2019	97		5.18
Exercisable at March 31, 2019	92		5.13

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ORGANIZATION (Details)	1 Months Ended
	Jan. 31, 2006 shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock issued (in shares)	102,800

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LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN (Details) - USD ($)	3 Months Ended
	Sep. 30, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
LIQUIDITY AND CONTINUED OPERATIONS [Abstract]
Net cash used in operating activities		$ 1,161,889	$ 1,494,744
Debt, principal		5,292,931		$ 5,378,062
Notes payable, repayments of principal and interest		$ 693,611
Building [Member] | Scenario, Forecast [Member]
Long Lived Assets Held-for-sale [Line Items]
Gross sales price	$ 13,000,000

XML

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Depreciable property, plant and equipment	$ 36,621,187		$ 36,621,187
Less: Accumulated depreciation and amortization	(32,256,329)		(32,207,829)
Net property, plant and equipment	4,364,858		4,413,358
Depreciation expense	48,500	$ 58,736
Building [Member]
Property, Plant and Equipment [Line Items]
Depreciable property, plant and equipment	5,828,960		5,828,960
Furniture, fixtures, computer hardware and computer software [Member]
Property, Plant and Equipment [Line Items]
Depreciable property, plant and equipment	489,421		489,421
Manufacturing machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciable property, plant and equipment	$ 30,302,806		$ 30,302,806

XML

INVENTORIES (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 677,920	$ 660,791
Work in process	0	0
Finished goods	0	0
Total	$ 677,920	$ 660,791

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NOTES PAYABLE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Sep. 30, 2018	Jun. 05, 2018	Sep. 30, 2017	Jun. 30, 2017	Feb. 24, 2017
Debt Instrument [Line Items]
Interest paid	$ 20,741	$ 106,617
Unsecured Debt [Member] | Note Payable Conversion One [Member]
Debt Instrument [Line Items]
Notes payable							$ 765,784
Stated interest rate							6.00%
Unsecured Debt [Member] | Note Payable Conversion Five [Member]
Debt Instrument [Line Items]
Notes payable				$ 308,041
Stated interest rate				6.00%
Unsecured Debt [Member] | Note Payable Conversion One and Five [Member]
Debt Instrument [Line Items]
Notes payable	1,073,825
Interest accrued on convertible debt	112,988
Unsecured Debt [Member] | Note Payable Conversion Three [Member]
Debt Instrument [Line Items]
Notes payable						$ 250,000
Stated interest rate						5.00%
Interest accrued on convertible debt	21,883
Unsecured Debt [Member] | Note Payable Conversion Four [Member]
Debt Instrument [Line Items]
Notes payable	192,705				$ 215,234
Stated interest rate					5.00%
Interest accrued on convertible debt	14,214
Monthly payments			$ 18,426
Repayments of Notes Payable	22,529
Interest paid	$ 897

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DEBT (Narrative) (Details) - USD ($)				3 Months Ended		5 Months Ended	6 Months Ended
	Dec. 01, 2018	May 01, 2017	Feb. 08, 2008	Sep. 30, 2019	Mar. 31, 2019	Mar. 31, 2017	Nov. 30, 2018	Dec. 31, 2018	Dec. 31, 2009
Debt Instrument [Line Items]
Debt, principal					$ 5,292,931			$ 5,378,062
Debt instrument, periodic interest payment					$ 147,892
Monthly payments overdue					5 months
Accounts payable					$ 289,004
Principal payment					141,112
Construction Loan [Member]
Debt Instrument [Line Items]
Construction loan borrowing capacity			$ 7,500,000
Permanent Loan [Member]
Debt Instrument [Line Items]
Stated interest rate									6.60%
Interest accrued on convertible debt					$ 84,187	$ 180,043
Debt, principal	$ 5,434,042	$ 5,704,932
Debt instrument, periodic payment	$ 57,801	$ 57,801
Debt instrument, periodic interest payment							$ 15,000
Manufacturing and Office Facility [Member]
Debt Instrument [Line Items]
Cost of acquisition			$ 5,500,000
Scenario, Forecast [Member] | Building [Member]
Debt Instrument [Line Items]
Gross sales price				$ 13,000,000

XML

DEBT (Schedule of Maturities of Long-term Debt) (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
2019	$ 263,962
2020	372,843
2021	398,209
2022	425,301
2023	454,235
Thereafter	3,378,381
Future principal payments on long-term debt, total	$ 5,292,931	$ 5,378,062

XML

SECURED PROMISSORY NOTE (Summary of Secured Promissory Notes Activity) (Details) - USD ($)	3 Months Ended	12 Months Ended	15 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2019
Debt Instrument, Principal [Roll Forward]
Secured Notes, net of discount, at December 31, 2018	$ 4,379,969	$ 3,447,380	$ 4,379,969
Note Secured Promissory Agreement [Member] | Secured Debt [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning	4,956,745	4,557,227	4,557,227
New notes	0	1,935,000
Note conversions	(115,000)	(1,426,000)
Interest converted to principal	171,152	140,518
Note assignments		(250,000)
Principal Balance, ending	5,012,897	4,956,745	5,012,897
Less: remaining discount	(1,608,345)	(2,012,698)	(1,608,345)
Secured Notes, net of discount, at December 31, 2018	3,404,552	2,944,047	3,404,552
2018 St. George Convertible Note [Member] | Convertible Debt [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning	1,315,000	0	0
New notes	725,000	1,315,000
Note conversions	0	0
Interest converted to principal	0	0
Note assignments		0
Principal Balance, ending	2,040,000	1,315,000	2,040,000
Less: remaining discount	(1,064,583)	(811,667)	(1,064,583)
Secured Notes, net of discount, at December 31, 2018	975,417	503,333	975,417
Secured Promissory Note, Current [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning	6,271,745	4,557,227	4,557,227
New notes	725,000	3,250,000
Note conversions	(115,000)	(1,426,000)
Interest converted to principal	171,152	140,518
Note assignments		(250,000)
Principal Balance, ending	7,052,897	6,271,745	7,052,897
Less: remaining discount	(2,672,928)	(2,824,365)	(2,672,928)
Secured Notes, net of discount, at December 31, 2018	$ 4,379,969	$ 3,447,380	$ 4,379,969

XML

SECURED PROMISSORY NOTE (Global Ichiban Secured Promissory Notes) (Details)						3 Months Ended				15 Months Ended
	Oct. 22, 2018 USD ($)	Oct. 02, 2018 USD ($)	Jul. 06, 2018 USD ($)	Dec. 28, 2017	Nov. 30, 2017 USD ($) installment shares	Mar. 31, 2019 USD ($) installment $ / shares shares	Dec. 31, 2018 USD ($)	Jun. 30, 2018 USD ($) shares	Mar. 31, 2018 USD ($) shares	Mar. 31, 2019 USD ($) $ / shares shares	Oct. 18, 2018 USD ($)
Class of Stock [Line Items]
Note purchase and exchange agreement, amount authorized to be issued					$ 2,000,000
Average daily trading volume of common stock					$ 50,000
Trading day period preceding future tranche closing dates					20 days
Series J Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares exchanged (in shares) | shares					400
Capital and accrued dividends					$ 445,222
Commercial Paper [Member] | Promissory Note Exchange Agreement [Member]
Class of Stock [Line Items]
Repurchase amount					3,359,539
Unsecured Debt [Member] | Promissory Note Three [Member]
Class of Stock [Line Items]
Repurchase amount					252,466
Secured Debt [Member] | Note Secured Promissory Agreement [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding					4,057,227	$ 5,012,897				$ 5,012,897
Average VWAP for redemption						85.00%
Measurement period after conversion date						5 days
Conversion price (in dollars per share) | $ / shares						$ 2				$ 2
Ownership of outstanding stock, percentage						9.99%
Unamortized discount	$ 25,000	$ 25,000	$ 15,000
Stated interest rate						12.00%				12.00%
Accrued interest expense, noncurrent						$ 432,254				$ 432,254
Derivative liability						1,674,900	$ 3,533,861			1,674,900
Gain (loss) on embedded derivative, net						$ (1,858,961)
Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding					$ 3,359,539
Number of monthly installments | installment					36	22
Monthly payments					$ 111,585	$ 107,990
Debt conversion, amount						$ 115,000		$ 176,000	$ 1,250,000	$ 1,541,000
Debt conversion, converted instrument, shares issued (in shares) | shares						9,595,327		1,035,295	2,450,981	13,081,603
Debt conversion, converted instrument, shares issued (in shares)						$ 311,670
Debt instrument, term					3 years
Derivative liability							1,764,068
Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding					$ 697,688	250,000				$ 250,000
Debt instrument, term					1 year
Derivative liability							418,965
Secured Debt [Member] | Twelve Percent Promissory Note Due July 6, 2019 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding			135,000
New notes			$ 120,000
Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding						$ 250,000				$ 250,000
Debt instrument, term				1 year
Derivative liability							$ 150,126
Secured Debt [Member] | Note Secured Promissory Agreement, Fourth Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Debt instrument, term							1 year
Derivative liability							$ 299,945
Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Debt instrument, term									1 year
Derivative liability							$ 900,757
Convertible Debt [Member] | Global Ichiban Ltd., Convertible Note [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	150,000	150,000									$ 250,000
New notes	$ 125,000	$ 125,000
Accrued interest expense, noncurrent											$ 26,466
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.63				0.63
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.72				0.72
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.72				0.72
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Fourth Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.50				0.50
Measurement Input, Price Volatility [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.72				0.72
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.12				0.12
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.12				0.12
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.12				0.12
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Fourth Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.12				0.12
Measurement Input, Discount Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.12				0.12
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.00				0.00
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.00				0.00
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.00				0.00
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Fourth Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.00				0.00
Measurement Input, Expected Dividend Rate [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.00				0.00
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement [Member]
Class of Stock [Line Items]
Derivative liability						$ 1,674,900				$ 1,674,900
Gain (loss) on embedded derivative, net						1,858,961
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 15, 2020 [Member]
Class of Stock [Line Items]
Derivative liability						1,241,740				1,241,740
Gain (loss) on embedded derivative, net						522,328
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing November 30, 2018 [Member]
Class of Stock [Line Items]
Derivative liability						122,175				122,175
Gain (loss) on embedded derivative, net						296,790
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Maturing December 28, 2018 [Member]
Class of Stock [Line Items]
Derivative liability						43,779				43,779
Gain (loss) on embedded derivative, net						106,347
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, Fourth Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Derivative liability						4,534				4,534
Gain (loss) on embedded derivative, net						295,411
Embedded Derivative Financial Instruments [Member] | Secured Debt [Member] | Note Secured Promissory Agreement, First Quarter 2018 Notes [Member]
Class of Stock [Line Items]
Derivative liability						262,672				$ 262,672
Gain (loss) on embedded derivative, net						$ 638,085

XML

SECURED PROMISSORY NOTE (Schedule of Conversion Activity) (Details) - Secured Debt [Member] - USD ($)	3 Months Ended			15 Months Ended
	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Mar. 31, 2019	Nov. 30, 2017
Note Secured Promissory Agreement, Maturing November 30, 2018 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	$ 250,000			$ 250,000	$ 697,688
Note Secured Promissory Agreement, Maturing December 15, 2020 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding					$ 3,359,539
Debt conversion, amount	115,000	$ 176,000	$ 1,250,000	1,541,000
Interest converted to principal	$ 0	$ 0	$ 0	$ 0
Debt conversion, converted instrument, shares issued (in shares)	9,595,327	1,035,295	2,450,981	13,081,603
Note Secured Promissory Agreement, Maturing December 28, 2018 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	$ 250,000			$ 250,000
Note Secured Promissory Agreement, Maturing January 11, 2019 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	250,000			250,000
Note Secured Promissory Agreement, Maturing January 25, 2019 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	250,000			250,000
Note Secured Promissory Agreement, Maturing February 8, 2019 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	250,000			250,000
Note Secured Promissory Agreement, Maturing February 21, 2019 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	250,000			250,000
Note Secured Promissory Agreement, Maturing March 7, 2019 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	250,000			250,000
Note Secured Promissory Agreement, Maturing March 21, 2019 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	$ 250,000			$ 250,000

XML

SECURED PROMISSORY NOTE (Schedule of Long-term Debt Instruments) (Details) - Convertible Debt [Member] - USD ($)														3 Months Ended
	Mar. 22, 2019	Mar. 15, 2019	Mar. 13, 2019	Feb. 08, 2019	Jan. 30, 2019	Jan. 17, 2019	Jan. 03, 2019	Dec. 17, 2018	Dec. 07, 2018	Nov. 30, 2018	Nov. 19, 2018	Nov. 07, 2018	May 08, 2018	Mar. 31, 2019
2018 St. George Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount of notes outstanding				$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 260,000		$ 1,220,000
New notes				$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 200,000	$ 500,000	400,000
St. George Convertible Note [Member]
Debt Instrument [Line Items]
Aggregate principal amount of notes outstanding	$ 120,000	$ 125,000	$ 245,000											2,040,000
New notes	$ 100,000	$ 100,000	$ 200,000											$ 300,000

XML

SECURED PROMISSORY NOTE (Schedule of Derivative Liability Activity) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Additional derivative liability on new notes	$ 2,229,187	$ 1,151,162
Convertible Debt [Member] | 2018 St. George Convertible Note [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Derivative Liability Balance as of December 31, 2018	3,292,692
Additional derivative liability on new notes	1,467,197
Change in fair value of derivative liability	(2,471,594)
Derivative Liability Balance as of March 31, 2019	2,288,295
Secured Debt [Member] | Note Secured Promissory Agreement [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Derivative Liability Balance as of December 31, 2018	3,533,861
Change in fair value of derivative liability	(1,858,961)
Derivative Liability Balance as of March 31, 2019	$ 1,674,900

XML

SECURED PROMISSORY NOTE (St. George Secured Convertible Notes) (Details)																	3 Months Ended		12 Months Ended
	Mar. 22, 2019 USD ($)	Mar. 15, 2019 USD ($)	Mar. 13, 2019 USD ($)	Feb. 08, 2019 USD ($)	Jan. 30, 2019 USD ($)	Jan. 17, 2019 USD ($)	Jan. 03, 2019 USD ($)	Dec. 17, 2018 USD ($)	Dec. 07, 2018 USD ($)	Nov. 30, 2018 USD ($)	Nov. 19, 2018 USD ($)	Nov. 07, 2018 USD ($)	Nov. 05, 2018 USD ($)	May 08, 2018 USD ($)	Sep. 11, 2017 USD ($)	Sep. 08, 2017 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)	Mar. 18, 2019 USD ($)	Jan. 22, 2019 USD ($)
Class of Stock [Line Items]
Payments of financing costs																	$ 5,000	$ 0
Debt, principal																	5,292,931		$ 5,378,062
Convertible Debt [Member] | St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, face amount sold and issued			$ 365,000
New notes	$ 100,000	$ 100,000	200,000														300,000
Unamortized discount			40,000
Payments of financing costs			$ 5,000
Stated interest rate													10.00%
Debt conversion, average lowest closing price			60.00%										60.00%
Debt, principal												$ 800,000
Aggregate principal amount of notes outstanding	$ 120,000	$ 125,000	$ 245,000														2,040,000
Interest rate in event of default													22.00%
Measurement period after conversion date			10 days										10 days
Ownership of outstanding stock, percentage			9.99%
Accrued interest expense, noncurrent																	87,885
Convertible Debt [Member] | 2018 St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, face amount sold and issued													$ 1,220,000	$ 575,000
New notes				$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 100,000	$ 100,000	200,000		500,000			400,000
Unamortized discount														50,000
Payments of financing costs														$ 25,000
Stated interest rate														10.00%
Debt conversion, average lowest closing price														60.00%
Period before redemption date														10 days
Aggregate principal amount of notes outstanding				$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 120,000	$ 260,000					1,220,000
Derivative liability																	2,288,295		3,292,692
Gain (loss) on embedded derivative, net																	(2,471,594)
Maximum [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member]
Class of Stock [Line Items]
Stated interest rate														22.00%
Convertible Debt [Member] | 2017 St. George Convertible Note [Member]
Class of Stock [Line Items]
New notes															$ 1,500,000		0		0
Unamortized discount															225,000		0		96,177
Payments of financing costs													$ 20,000		20,000
Stated interest rate																22.00%
Aggregate principal amount of notes outstanding															$ 1,725,000	$ 1,725,000	$ 992,483
Measurement period after conversion date																5 days	5 days
Ownership of outstanding stock, percentage																	4.99%
Derivative liability																	$ 150,433		1,060,000
Gain (loss) on embedded derivative, net																	(909,567)
Convertible Debt [Member] | 2018 St. George Convertible Note [Member]
Class of Stock [Line Items]
Unamortized discount																	$ 1,064,583		811,667
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.82			0.80
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.35
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | St. George Convertible Note, Company And Investor Notes [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.92				0.79
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | 2017 St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.52
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.12			0.12
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.12
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | St. George Convertible Note, Company And Investor Notes [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.12				0.12
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | 2017 St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.12
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.00			0.00
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.00
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | St. George Convertible Note, Company And Investor Notes [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.00				0.00
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | 2017 St. George Convertible Note [Member]
Class of Stock [Line Items]
Debt instrument, measurement input																	0.00
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member]
Class of Stock [Line Items]
Derivative liability																			2,288,295
Gain (loss) on embedded derivative, net																	$ (2,471,594)
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | St. George Convertible Note, Company And Investor Notes [Member]
Class of Stock [Line Items]
Derivative liability																			1,723,962
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | 2017 St. George Convertible Note [Member]
Class of Stock [Line Items]
Derivative liability																	150,433		1,060,000
Gain (loss) on embedded derivative, net																	909,567
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | Convertible Debt [Member] | St. George Convertible Note [Member]
Class of Stock [Line Items]
Unamortized discount																				$ 200,000
Accrued interest expense, noncurrent																				797,511
Derivative liability																	424,772			$ 997,511
Gain (loss) on embedded derivative, net																	572,739
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | Convertible Debt [Member] | 2018 St. George Convertible Note [Member]
Class of Stock [Line Items]
Derivative liability																	277,283		$ 1,568,730
Gain (loss) on embedded derivative, net																	1,291,447
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | Convertible Debt [Member] | St. George Convertible Note, Company And Investor Notes [Member]
Class of Stock [Line Items]
Unamortized discount																					$ 400,000
Accrued interest expense, noncurrent																					69,686
Derivative liability																	1,586,240				$ 469,686
Gain (loss) on embedded derivative, net																	$ 607,408

XML

PROMISSORY NOTES (Schedule of Promissory Notes) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument, Principal [Roll Forward]
Promissory Notes, net of discount, at December 31, 2018	$ 1,121,937	$ 1,239,854
Promissory Note [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning	1,344,437	694,437
New notes	67,500	850,000
Notes assigned or exchanged	(235,000)	(200,000)
Principal Balance, ending	1,176,937	1,344,437
Less: remaining discount	(55,000)	(104,583)
Promissory Notes, net of discount, at December 31, 2018	1,121,937	1,239,854
Unsecured Debt [Member] | Promissory Note One [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning	494,437	494,437
New notes	0	0
Notes assigned or exchanged	0	0
Principal Balance, ending	494,437	494,437
Less: remaining discount	0	0
Promissory Notes, net of discount, at December 31, 2018	494,437	494,437
Unsecured Debt [Member] | Promissory Note Two [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning	850,000	200,000
New notes	67,500	850,000
Notes assigned or exchanged	(235,000)	(200,000)
Principal Balance, ending	682,500	850,000
Less: remaining discount	(55,000)	(104,583)
Promissory Notes, net of discount, at December 31, 2018	$ 627,500	$ 745,417

XML

PROMISSORY NOTES (Details)						1 Months Ended	3 Months Ended			12 Months Ended
	Mar. 11, 2019 USD ($) note	Sep. 10, 2018 USD ($)	Jul. 24, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jan. 17, 2017 USD ($)	Oct. 31, 2016 USD ($)	Mar. 31, 2019 USD ($)	Apr. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)	Sep. 07, 2018 USD ($)	Jun. 06, 2018 USD ($)
Short-term Debt [Line Items]
Amortization of debt discount							$ 1,360,322		$ 1,011,109
Interest paid							20,741		$ 106,617
Unsecured Debt [Member] | Twelve Percent Promissory Note Due July 17, 2017 [Member]
Short-term Debt [Line Items]
New notes						$ 420,000
Additional proceeds from issuance of debt						$ 250,000
Debt, principal					$ 700,000		494,437
Amortization of debt discount					$ 30,000
Stated interest rate				12.00%
Debt instrument, payment plan, duration				12 months
Debt instrument, periodic payment				$ 62,000
Debt instrument, repurchased face amount							205,563
Interest paid							45,414
Interest payable, current							101,089
Unsecured Debt [Member] | Twelve Percent Promissory Note Due December 29, 2018 [Member]
Short-term Debt [Line Items]
Aggregate principal amount of notes outstanding											$ 200,000
Unsecured Debt [Member] | Twelve Percent Promissory Note Due June 6, 2019 [Member]
Short-term Debt [Line Items]
Debt, principal							315,000
Stated interest rate												12.00%
Interest payable, current							$ 36,420
Debt instrument, unamortized discount (premium), net												$ 55,000
Proceeds from promissory note								$ 260,000
Aggregate principal amount of notes outstanding												$ 315,000
Unsecured Debt [Member] | Twelve Percent Promissory Note Due January 24, 2019 [Member]
Short-term Debt [Line Items]
New notes			$ 87,500
Stated interest rate							12.00%
Debt instrument, unamortized discount (premium), net			27,500
Aggregate principal amount of notes outstanding			$ 115,000
Unsecured Debt [Member] | Twelve Percent Unsecured Promissory Note Due March 10, 2019 [Member]
Short-term Debt [Line Items]
New notes		$ 100,000
Stated interest rate							12.00%
Debt instrument, unamortized discount (premium), net		20,000
Aggregate principal amount of notes outstanding		$ 120,000
Unsecured Debt [Member] | Twelve Percent Unsecured Promissory Note Due June 30, 2019 [Member]
Short-term Debt [Line Items]
New notes										$ 225,000
Debt, principal							$ 300,000
Interest payable, current							13,954
Debt instrument, unamortized discount (premium), net										75,000
Aggregate principal amount of notes outstanding										300,000
Unsecured Debt [Member] | Twelve Percent Unsecured Promissory Note Due September 11, 2019 [Member]
Short-term Debt [Line Items]
New notes	$ 50,000
Debt, principal							$ 60,000
Stated interest rate	12.00%						12.00%
Interest payable, current							$ 847
Debt instrument, unamortized discount (premium), net	$ 10,000
Aggregate principal amount of notes outstanding	$ 60,000
Unsecured Debt [Member] | Promissory Note Two [Member]
Short-term Debt [Line Items]
Debt, principal							682,500
Interest payable, current							51,254
Convertible Debt [Member] | Promissory Note Two [Member]
Short-term Debt [Line Items]
Additional proceeds from issuance of debt							7,500
Convertible Debt [Member] | Baybridge Convertible Note [Member]
Short-term Debt [Line Items]
New notes							$ 0			$ 0
Number of promissory notes exchanged | note	2
Convertible Debt [Member] | BayBridge Convertible Note One [Member]
Short-term Debt [Line Items]
Aggregate principal amount of notes outstanding	$ 115,000
Accrued interest	10,607
Convertible Debt [Member] | BayBridge Convertible Note Two [Member]
Short-term Debt [Line Items]
Aggregate principal amount of notes outstanding	120,000
Accrued interest	$ 7,829

XML

CONVERTIBLE NOTES (Schedule of Convertible Notes) (Details) - USD ($)			3 Months Ended					6 Months Ended	9 Months Ended	12 Months Ended	15 Months Ended
	Oct. 18, 2018	Sep. 11, 2017	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2019	Mar. 07, 2019	Jul. 25, 2018
Debt Instrument, Principal [Roll Forward]
Promissory Notes, net of discount, at December 31, 2018			$ 1,990,805	$ 1,852,722				$ 1,990,805	$ 1,990,805	$ 1,852,722	$ 1,990,805
Convertible Notes [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning			2,246,733				$ 2,600,833			2,600,833	2,600,833
New notes			545,068							450,000
Notes assigned or exchanged			310,000							820,000
Note conversions			(445,365)							(1,624,100)
Principal Balance, ending			2,656,436	2,246,733				2,656,436	2,656,436	2,246,733	2,656,436
Less: remaining discount			(665,631)	(394,011)				(665,631)	(665,631)	(394,011)	(665,631)
Promissory Notes, net of discount, at December 31, 2018			1,990,805	1,852,722				1,990,805	1,990,805	1,852,722	1,990,805
Convertible Debt [Member] | October 2016 Convertible Notes [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning			330,000				330,000			330,000	330,000
New notes			0							0
Notes assigned or exchanged			0							0
Note conversions			0							0
Principal Balance, ending			330,000	330,000				330,000	330,000	330,000	330,000
Less: remaining discount			0	0				0	0	0	0
Promissory Notes, net of discount, at December 31, 2018			330,000	330,000				330,000	330,000	330,000	330,000
Convertible Debt [Member] | 2017 St. George Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning			1,099,233				1,705,833			1,705,833	1,705,833
New notes		$ 1,500,000	0							0
Notes assigned or exchanged			0							0
Note conversions			(106,750)	(112,500)	$ (102,500)	$ (316,600)	(75,000)			(606,600)	(713,350)
Principal Balance, ending			992,483	1,099,233				992,483	992,483	1,099,233	992,483
Less: remaining discount		$ (225,000)	0	(96,177)				0	0	(96,177)	0
Promissory Notes, net of discount, at December 31, 2018			992,483	1,003,056				992,483	992,483	1,003,056	992,483
Convertible Debt [Member] | Baybridge Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning			62,500				565,000			565,000	565,000
New notes			0							0
Notes assigned or exchanged			310,000							270,000
Note conversions			(90,500)	(207,500)				(298,000)		(772,500)
Principal Balance, ending			282,000	62,500				282,000	282,000	62,500	282,000
Less: remaining discount			(269,500)	(62,100)				(269,500)	(269,500)	(62,100)	(269,500)
Promissory Notes, net of discount, at December 31, 2018			12,500	400				12,500	12,500	400	12,500
Convertible Debt [Member] | Bellridge Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning			455,000				0			0	0
New notes			0							150,000
Notes assigned or exchanged			0							550,000
Note conversions	$ (250,000)		(65,615)	(107,500)	$ (137,500)				(310,615)	(245,000)
Principal Balance, ending			389,385	455,000				389,385	389,385	455,000	389,385
Less: remaining discount			(64,359)	(123,360)				(64,359)	(64,359)	(123,360)	(64,359)		$ (4,929)
Promissory Notes, net of discount, at December 31, 2018			325,026	331,640				325,026	325,026	331,640	325,026
Convertible Debt [Member] | PowerUp Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning			225,000				0			0	0
New notes			107,000							225,000
Notes assigned or exchanged			0							0
Note conversions			(182,500)							0
Principal Balance, ending			149,500	225,000				149,500	149,500	225,000	149,500
Less: remaining discount			(104,547)	(110,621)				(104,547)	(104,547)	(110,621)	(104,547)	$ (52,500)
Promissory Notes, net of discount, at December 31, 2018			44,953	114,379				44,953	44,953	114,379	44,953
Convertible Debt [Member] | EMA Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning			75,000				$ 0			0	0
New notes			0							75,000
Notes assigned or exchanged			(75,000)							0
Note conversions			0							0
Principal Balance, ending			0	75,000				0	0	75,000	0
Less: remaining discount			0	(1,753)				0	0	(1,753)	0
Promissory Notes, net of discount, at December 31, 2018			0	73,247				0	0	73,247	0
Convertible Debt [Member] | Widjaja Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning			0
New notes			330,000
Notes assigned or exchanged			0
Note conversions			0
Principal Balance, ending			330,000	0				330,000	330,000	0	330,000
Less: remaining discount			(164,725)					(164,725)	(164,725)		(164,725)
Promissory Notes, net of discount, at December 31, 2018			165,275					165,275	165,275		165,275
Convertible Debt [Member] | GS Capital Partners, LLC [Member]
Debt Instrument, Principal [Roll Forward]
Principal Balance, beginning			0
New notes			108,068
Notes assigned or exchanged			75,000
Note conversions			0
Principal Balance, ending			183,068	$ 0				183,068	183,068	$ 0	183,068
Less: remaining discount			(62,500)					(62,500)	(62,500)		(62,500)
Promissory Notes, net of discount, at December 31, 2018			$ 120,568					$ 120,568	$ 120,568		$ 120,568

XML

CONVERTIBLE NOTES (October 2016 Convertible Notes) (Details) - Convertible Debt [Member] - October 2016 Convertible Notes [Member]		3 Months Ended
	Oct. 05, 2016 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Class of Stock [Line Items]
Proceeds from issuance of stock	$ 330,000	$ 330,000
New notes	$ 330,000
Stated interest rate	6.00%
Percent of average of two lowest volume weighted average prices	80.00%
Debt instrument, convertible, conversion price, milestone percentage one	50.00%
Interest accrued on convertible debt		49,885
Derivative liability		395,073	$ 876,481
Gain (loss) on embedded derivative, net		(481,408)
Maximum [Member]
Class of Stock [Line Items]
Stated interest rate	24.00%
Embedded Derivative Financial Instruments [Member]
Class of Stock [Line Items]
Derivative liability		395,073
Embedded Derivative Financial Instruments [Member] | Convertible Preferred Stock Subject to Mandatory Redemption [Member]
Class of Stock [Line Items]
Gain (loss) on embedded derivative, net		$ 481,408
Measurement Input, Price Volatility [Member]
Class of Stock [Line Items]
Debt instrument, measurement input		0.72
Measurement Input, Discount Rate [Member]
Class of Stock [Line Items]
Debt instrument, measurement input		0.12
Measurement Input, Expected Dividend Rate [Member]
Class of Stock [Line Items]
Debt instrument, measurement input		0.00

XML

CONVERTIBLE NOTES (Schedule of Derivative Liability Activity) (Details) - USD ($)		3 Months Ended
	Feb. 22, 2019	Mar. 31, 2019	Mar. 31, 2018
Debt Instrument, Principal [Roll Forward]
Additional derivative liability on new notes		$ 2,229,187	$ 1,151,162
Convertible Debt [Member] | October 2016 Convertible Notes [Member]
Debt Instrument, Principal [Roll Forward]
Derivative Liability Balance as of December 31, 2018		876,481
Additional derivative liability on new notes		0
Change in fair value of derivative liability		(481,408)
Derivative Liability Balance as of March 31, 2019		395,073
Convertible Debt [Member] | EMA Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Derivative Liability Balance as of December 31, 2018		240,156
Liability extinguished		(240,156)
Derivative Liability Balance as of March 31, 2019		0
Convertible Debt [Member] | PowerUp Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Derivative Liability Balance as of December 31, 2018		511,137
Additional derivative liability on new notes		130,653
Change in fair value of derivative liability		(31,240)
Liability extinguished		(417,591)
Derivative Liability Balance as of March 31, 2019		192,959
Convertible Debt [Member] | Bellridge Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Derivative Liability Balance as of December 31, 2018		486,279
Change in fair value of derivative liability		(376,119)
Liability extinguished		(43,521)
Derivative Liability Balance as of March 31, 2019		66,639
Convertible Debt [Member] | Baybridge Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Derivative Liability Balance as of December 31, 2018		113,846
Additional derivative liability on new notes		310,640
Change in fair value of derivative liability		(134,553)
Liability extinguished		(113,846)
Derivative Liability Balance as of March 31, 2019		176,087
Convertible Debt [Member] | 2017 St. George Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Derivative Liability Balance as of December 31, 2018		1,060,000
Change in fair value of derivative liability		(909,567)
Derivative Liability Balance as of March 31, 2019		150,433
Convertible Debt [Member] | Widjaja Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Derivative Liability Balance as of December 31, 2018		0
Additional derivative liability on new notes		219,634
Change in fair value of derivative liability		(93,463)
Derivative Liability Balance as of March 31, 2019		126,171
Convertible Debt [Member] | GS Capital Convertible Note [Member]
Debt Instrument, Principal [Roll Forward]
Derivative Liability Balance as of December 31, 2018		0
Additional derivative liability on new notes		101,063
Derivative liability assigned	$ (240,156)	(240,156)
Change in fair value of derivative liability		(293,647)
Derivative Liability Balance as of March 31, 2019		$ 47,572

XML

CONVERTIBLE NOTES (St. George Convertible Note) (Details)				3 Months Ended					12 Months Ended	15 Months Ended
	Nov. 05, 2018 USD ($)	Sep. 11, 2017 USD ($)	Sep. 08, 2017 USD ($) $ / shares shares	Mar. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares	Sep. 30, 2018 USD ($) shares	Jun. 30, 2018 USD ($) shares	Mar. 31, 2018 USD ($) shares	Dec. 31, 2018 USD ($)	Mar. 31, 2019 USD ($) shares
Class of Stock [Line Items]
Payments of financing costs				$ 5,000				$ 0
Principal payment				141,112
2017 St. George Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding		$ 1,725,000	$ 1,725,000	992,483						$ 992,483
New notes		1,500,000		0					$ 0
Payments of financing costs	$ 20,000	20,000
Unamortized discount		$ 225,000		$ 0	$ 96,177				96,177	0
Maximum periodic payment allowable			$ 275,000
Redemption price ratio			15.00%
Redemption Premium			$ 172,500
Average VWAP for redemption			85.00%	60.00%
Measurement period after conversion date			5 days	5 days
Conversion price (in dollars per share) | $ / shares			$ 4
Stated interest rate			22.00%
Increase in principal in event of default			25.00%
Stock issued as origination fee | shares			37,500
Share price (in dollars per share) | $ / shares			$ 1.7
Interest expense			$ 63,750
Ownership of outstanding stock, percentage				4.99%
Repayments of short-term debt				$ 191,667
Note conversions				$ 106,750	$ 112,500	$ 102,500	$ 316,600	$ 75,000	606,600	$ 713,350
Debt conversion, converted instrument, shares issued (in shares) | shares				58,503,244	10,437,046	3,142,333	2,082,778	187,500		74,352,901
Derivative liability				$ 150,433	$ 1,060,000				1,060,000	$ 150,433
Gain (loss) on embedded derivative, net				(909,567)
Debt Instrument, Redemption, Period One [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Principal payment			96,000
Debt Instrument, Redemption, Period Two [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Principal payment			$ 150,000
Embedded Derivative Financial Instruments [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Derivative liability				150,433	$ 1,060,000				$ 1,060,000	$ 150,433
Gain (loss) on embedded derivative, net				$ 909,567
Measurement Input, Price Volatility [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.52						0.52
Measurement Input, Discount Rate [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.12						0.12
Measurement Input, Expected Dividend Rate [Member] | 2017 St. George Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.00						0.00

XML

CONVERTIBLE NOTES (Schedule of Debt Conversions) (Details) - Convertible Debt [Member] - USD ($)				3 Months Ended					6 Months Ended	9 Months Ended	12 Months Ended	15 Months Ended
	Mar. 07, 2019	Oct. 18, 2018	Jul. 25, 2018	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2019
Baybridge Convertible Note [Member]
Class of Stock [Line Items]
Note conversions				$ 90,500	$ 207,500				$ 298,000		$ 772,500
Interest Converted				$ 3,278	$ 4,303				$ 7,581
Debt conversion, converted instrument, shares issued (in shares)				47,400,806	16,008,198				63,409,004
Bellridge Convertible Note [Member]
Class of Stock [Line Items]
Note conversions		$ 250,000		$ 65,615	$ 107,500	$ 137,500				$ 310,615	245,000
Interest Converted		$ 26,466	$ 20,071	$ 4,507	$ 4,000	$ 2,104				$ 10,611
Debt conversion, converted instrument, shares issued (in shares)				38,696,339	7,554,399	3,715,476				49,966,214
2017 St. George Convertible Note [Member]
Class of Stock [Line Items]
Note conversions				$ 106,750	$ 112,500	$ 102,500	$ 316,600	$ 75,000			606,600	$ 713,350
Debt conversion, converted instrument, shares issued (in shares)				58,503,244	10,437,046	3,142,333	2,082,778	187,500				74,352,901
PowerUp Convertible Note [Member]
Class of Stock [Line Items]
Note conversions				$ 182,500							$ 0
Interest Converted	$ 34,365			$ 7,300
Debt conversion, converted instrument, shares issued (in shares)				95,014,902

XML

CONVERTIBLE NOTES (BayBridge Convertible Note) (Details)				3 Months Ended		6 Months Ended	12 Months Ended
	Mar. 11, 2019 USD ($)	Sep. 07, 2018 USD ($) $ / shares	Nov. 30, 2017 USD ($) shares	Mar. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) shares	Mar. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($)
Series J Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares exchanged (in shares) | shares			400
Capital and accrued dividends			$ 445,222
Convertible Debt [Member] | Baybridge Convertible Note [Member]
Class of Stock [Line Items]
Unamortized discount				$ 269,500	$ 62,100	$ 269,500	$ 62,100
Note conversions				90,500	207,500	298,000	772,500
Interest Converted				$ 3,278	$ 4,303	$ 7,581
Debt conversion, converted instrument, shares issued (in shares) | shares				47,400,806	16,008,198	63,409,004
Derivative liability				$ 176,087	$ 113,846	$ 176,087	113,846
Gain (loss) on embedded derivative, net				(134,553)
Extinguishment of derivative liability				113,846
Convertible Debt [Member] | Baybridge Convertible Note, Exchange Note Two [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding		$ 270,000
Unamortized discount		$ 53,200
Stated interest rate		12.00%
Measurement period after conversion date		5 days
Conversion price (in dollars per share) | $ / shares		$ 0.15
Debt conversion, average lowest closing price		70.00%
Accrued interest		$ 16,800
Convertible Debt [Member] | BayBridge Convertible Note, Exchange Note Three [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	$ 115,000
Accrued interest	10,607
Convertible Debt [Member] | BayBridge Convertible Note, Exchange Note Four [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	120,000
Accrued interest	7,829
Convertible Debt [Member] | BayBridge Convertible Note, Exchange Note Three And Four [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding				$ 282,000		$ 282,000
Unamortized discount	$ 253,436
Stated interest rate	12.00%
Measurement period after conversion date				5 days
Conversion price (in dollars per share) | $ / shares				$ 0.15		$ 0.15
Debt conversion, average lowest closing price				70.00%
Ownership of outstanding stock, percentage		9.99%
Interest Converted	$ 57,204
Accrued interest				$ (4,494)		$ (4,494)
Derivative liability	310,640			176,087		176,087
Gain (loss) on embedded derivative, net				134,553
Unsecured Convertible Debt [Member] | BayBridge Convertible Note, Exchange Note Three [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	150,000
Unamortized discount	24,393
Unsecured Convertible Debt [Member] | BayBridge Convertible Note, Exchange Note Four [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding	160,000
Unamortized discount	$ 32,171
Unsecured Debt [Member] | Twelve Percent Promissory Note Due December 29, 2018 [Member]
Class of Stock [Line Items]
Aggregate principal amount of notes outstanding		$ 200,000
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | Baybridge Convertible Note, Exchange Note Two [Member]
Class of Stock [Line Items]
Derivative liability				$ 113,846	$ 113,846	$ 113,846	$ 113,846
Measurement Input, Price Volatility [Member] | Convertible Debt [Member] | BayBridge Convertible Note, Exchange Note Three And Four [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.69		0.69
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | BayBridge Convertible Note, Exchange Note Three And Four [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.12		0.12
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | BayBridge Convertible Note, Exchange Note Three And Four [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.00		0.00

XML

CONVERTIBLE NOTES (Bellridge Convertible Notes) (Details)				3 Months Ended			9 Months Ended	12 Months Ended
	Oct. 18, 2018 USD ($) $ / shares	Sep. 14, 2018 USD ($) $ / shares	Jul. 25, 2018 USD ($) $ / shares	Mar. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares	Sep. 30, 2018 USD ($) shares	Mar. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)
Promissory Notes [Member] | Unsecured Debt [Member]
Class of Stock [Line Items]
Debt, principal			$ 275,000
Bellridge Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Interest Converted	$ 26,466		20,071	$ 4,507	$ 4,000	$ 2,104	$ 10,611
Aggregate principal amount of notes outstanding		$ 150,000	300,000	389,000			389,000
Unamortized discount			$ 4,929	64,359	123,360		64,359	$ 123,360
Stated interest rate		12.00%	12.00%
Conversion price (in dollars per share) | $ / shares	$ 0.20	$ 0.20	$ 0.20
Debt conversion, average lowest closing price	85.00%	70.00%	80.00%
Note conversions	$ (250,000)			$ (65,615)	$ (107,500)	$ (137,500)	$ (310,615)	(245,000)
Measurement period after conversion date	5 days	5 days	10 days
Ownership of outstanding stock, percentage	4.99%
Debt conversion, converted instrument, shares issued (in shares) | shares				38,696,339	7,554,399	3,715,476	49,966,214
Accrued interest				$ 49,155			$ 49,155
Derivative liability				66,639	$ 486,279		66,639	$ 486,279
Gain (loss) on embedded derivative, net				(376,119)
Embedded Derivative Financial Instruments [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Derivative liability				66,639			$ 66,639
Gain (loss) on embedded derivative, net				$ 376,119
Measurement Input, Discount Rate [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.12			0.12
Measurement Input, Expected Dividend Rate [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.00			0.00
Minimum [Member] | Measurement Input, Price Volatility [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.72			0.72
Maximum [Member] | Measurement Input, Price Volatility [Member] | Bellridge Convertible Note [Member] | Convertible Debt [Member]
Class of Stock [Line Items]
Debt instrument, measurement input				0.49			0.49

XML

CONVERTIBLE NOTES (PowerUp Convertible Notes) (Details) - Convertible Debt [Member] - PowerUp Convertible Note [Member]						3 Months Ended	12 Months Ended
	Mar. 07, 2019 USD ($)	Feb. 14, 2019 USD ($)	Oct. 17, 2018 USD ($)	Sep. 04, 2018 USD ($)	Aug. 01, 2018 USD ($)	Mar. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)
Class of Stock [Line Items]
Extinguishment of derivative liability						$ 417,591
Aggregate principal amount of notes outstanding	$ 52,500	$ 54,500	$ 42,500	$ 52,500	$ 130,000	149,500
Stated interest rate	8.00%		8.00%	8.00%	8.00%
Interest rate in event of default	22.00%	22.00%	22.00%	22.00%	22.00%
Debt conversion, average lowest closing price	65.00%	65.00%	65.00%	65.00%	65.00%
Measurement period after conversion date	10 days	10 days	10 days	10 days	10 days
Ownership of outstanding stock, percentage	4.99%
Accrued interest						3,103
Derivative liability						192,959	$ 511,137
Gain (loss) on embedded derivative, net						(31,240)
Debt Conversion, Converted Instrument, Amount						(182,500)	0
Interest redocumented as principal	$ (34,365)					(7,300)
Unamortized discount	52,500					$ 104,547	$ 110,621
Debt conversion, converted instrument, shares issued (in shares) | shares						95,014,902
Embedded Derivative Financial Instruments [Member]
Class of Stock [Line Items]
Derivative liability	$ 86,865	$ 43,788				$ 192,959
Gain (loss) on embedded derivative, net						$ 31,240
Measurement Input, Discount Rate [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.12
Measurement Input, Expected Dividend Rate [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.00
Minimum [Member] | Measurement Input, Price Volatility [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.69
Maximum [Member] | Measurement Input, Price Volatility [Member]
Class of Stock [Line Items]
Debt instrument, measurement input						0.71

XML

CONVERTIBLE NOTES (EMA Convertible Note) (Details) - USD ($)			3 Months Ended	12 Months Ended
	Feb. 22, 2019	Aug. 29, 2018	Mar. 31, 2019	Dec. 31, 2018
Convertible Debt [Member] | EMA Convertible Note [Member]
Short-term Debt [Line Items]
Derivative liability			$ 0	$ 240,156
Aggregate principal amount of notes outstanding		$ 75,000
Stated interest rate		8.00%
Interest rate in event of default		22.00%
Debt conversion, average lowest closing price		65.00%
Measurement period after conversion date		10 days
Ownership of outstanding stock, percentage		4.99%
New notes			0	$ (75,000)
Extinguishment of derivative liability			$ 240,156
GS Capital Partners, LLC [Member]
Short-term Debt [Line Items]
Pre-penalty amount	$ 27,268
GS Capital Partners, LLC [Member] | Convertible Debt [Member]
Short-term Debt [Line Items]
Aggregate principal amount of notes outstanding	75,000
GS Capital Partners, LLC [Member] | Convertible Debt [Member] | EMA Convertible Note [Member]
Short-term Debt [Line Items]
Aggregate principal amount of notes outstanding	108,068
New notes	(75,000)
Accrued interest	$ (2,909)

XML

CONVERTIBLE NOTES (Widjaja Convertible Note) (Details) - Widjaja Convertible Note [Member]		3 Months Ended
	Jan. 11, 2019 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Convertible Debt [Member]
Short-term Debt [Line Items]
Derivative liability	$ 219,634	$ 126,171	$ 0
Gain (loss) on embedded derivative, net		(93,463)
Proceeds from Issuance of Debt		330,000
Aggregate principal amount of notes outstanding		330,000
Accrued interest		8,571
Convertible Debt [Member]
Short-term Debt [Line Items]
Debt instrument, face amount sold and issued	330,000
Proceeds from Issuance of Debt	$ 330,000
Stated interest rate	12.00%
Percent of average of two lowest volume weighted average prices	80.00%
Measurement period after conversion date	5 days
Ownership of outstanding stock, percentage	19.99%
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member]
Short-term Debt [Line Items]
Derivative liability		126,171
Gain (loss) on embedded derivative, net		$ 93,463
Measurement Input, Price Volatility [Member] | Convertible Debt [Member]
Short-term Debt [Line Items]
Debt instrument, measurement input		0.73
Measurement Input, Discount Rate [Member] | Convertible Debt [Member]
Short-term Debt [Line Items]
Debt instrument, measurement input		0.12
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member]
Short-term Debt [Line Items]
Debt instrument, measurement input		0.00

XML

CONVERTIBLE NOTES (GS Capital Convertible Note) (Details)				3 Months Ended		12 Months Ended
	Feb. 22, 2019 USD ($)	Jan. 11, 2019 USD ($)	Aug. 29, 2018 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Short-term Debt [Line Items]
Payments of financing costs				$ 5,000	$ 0
Convertible Debt [Member] | EMA Convertible Note [Member]
Short-term Debt [Line Items]
Derivative liability				0		$ 240,156
Aggregate principal amount of notes outstanding			$ 75,000
Proceeds from Issuance of Debt				0		75,000
Stated interest rate			8.00%
Measurement period after conversion date			10 days
Ownership of outstanding stock, percentage			4.99%
Unamortized discount				0		1,753
Convertible Debt [Member] | GS Capital Convertible Note [Member]
Short-term Debt [Line Items]
Derivative liability		$ 101,063		47,572		$ 0
Aggregate principal amount of notes outstanding				183,000
Proceeds from Issuance of Debt	$ 75,000
Payments of financing costs	6,000
Pre-penalty amount	$ 27,268
Stated interest rate	8.00%
Percent of average of two lowest volume weighted average prices	65.00%
Measurement period after conversion date	10 days
Ownership of outstanding stock, percentage	4.99%
Accrued interest				4,394
Interest converted to principal		26,063
Unamortized discount		$ 75,000
Embedded Derivative, Derivative Liability Assigned	$ (240,156)			(240,156)
Gain (loss) on embedded derivative, net				(293,647)
GS Capital Partners, LLC [Member]
Short-term Debt [Line Items]
Pre-penalty amount	27,268
GS Capital Partners, LLC [Member] | Convertible Debt [Member]
Short-term Debt [Line Items]
Aggregate principal amount of notes outstanding	75,000
GS Capital Partners, LLC [Member] | Convertible Debt [Member] | EMA Convertible Note [Member]
Short-term Debt [Line Items]
Aggregate principal amount of notes outstanding	108,068
Proceeds from Issuance of Debt	75,000
Accrued interest	$ 2,909
Embedded Derivative Financial Instruments [Member] | Convertible Debt [Member] | GS Capital Convertible Note [Member]
Short-term Debt [Line Items]
Derivative liability				47,572
Gain (loss) on embedded derivative, net				$ 293,647
Measurement Input, Price Volatility [Member] | Minimum [Member] | Convertible Debt [Member] | GS Capital Convertible Note [Member]
Short-term Debt [Line Items]
Debt instrument, measurement input				0.35
Measurement Input, Price Volatility [Member] | Maximum [Member] | Convertible Debt [Member] | GS Capital Convertible Note [Member]
Short-term Debt [Line Items]
Debt instrument, measurement input				0.70
Measurement Input, Discount Rate [Member] | Convertible Debt [Member] | GS Capital Convertible Note [Member]
Short-term Debt [Line Items]
Debt instrument, measurement input				0.12
Measurement Input, Expected Dividend Rate [Member] | Convertible Debt [Member] | GS Capital Convertible Note [Member]
Short-term Debt [Line Items]
Debt instrument, measurement input				0.00

XML

SERIES A PREFERRED STOCK (Details) - USD ($)		1 Months Ended	3 Months Ended
	Jun. 17, 2013	Aug. 31, 2013	Mar. 31, 2019	Dec. 31, 2018	Jun. 30, 2013
Class of Stock [Line Items]
Preferred stock, value, issued			$ 5	$ 6
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued (in shares)	125,000	625,000			750,000
Share price (in dollars per share)					$ 8
Preferred stock, value, issued					$ 6,000,000
Preferred stock, dividend rate			8.00%
Preferred stock, dividend, make-whole dividend rate to market value			10.00%
Preferred stock, dividend issuance term			4 years
Preferred stock, redemption, term, required make-whole dividend			4 years
Preferred stock, conversion, required common share price (in dollars per share)			$ 232
Preferred stock, conversion, required common share price, term			20 days
Convertible preferred stock, shares issued upon conversion (in shares)			12,656
Accrued dividends converted			$ 70,527
Shares converted (in shares)			12,656
Preferred stock, shares outstanding (in shares)			48,100	60,756
Accrued and unpaid dividends			$ 283,131
Common stock [Member]
Class of Stock [Line Items]
Number of securities called by warrants (in shares)	2,187	10,938			13,125
Proceeds from issuance of preferred stock	$ 1,000,000	$ 5,000,000
Convertible preferred stock, shares issued upon conversion (in shares)			1
Shares converted (in shares)			9,795,396

XML

STOCKHOLDERS' EQUITY (DEFICIT) (Common Stock) (Details)			3 Months Ended
	Jul. 20, 2018	Jul. 19, 2018	Mar. 31, 2019 vote $ / shares shares	Dec. 31, 2018 $ / shares shares	Jul. 21, 2018 shares
Class of Stock [Line Items]
Stock split, conversion ratio	0.001
Common stock, shares issued (in shares)			322,543,901	63,537,885	19,000,000
Common stock, shares outstanding (in shares)			322,543,901	63,537,885	19,000,000
Common stock, shares authorized (in shares)			20,000,000,000	20,000,000,000	20,000,000,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Common stock, number of votes per share | vote			1
Minimum [Member]
Class of Stock [Line Items]
Reverse stock split, proposed conversion ratio		0.01
Maximum [Member]
Class of Stock [Line Items]
Reverse stock split, proposed conversion ratio		0.001

XML

STOCKHOLDERS' EQUITY (DEFICIT) (Preferred Stock) (Details) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	25,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	750,000	750,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding (in shares)	48,100	60,756
Series B-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	2,000
Preferred stock, shares outstanding (in shares)	0
Series B-2 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	1,000
Preferred stock, shares outstanding (in shares)	0
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	1,000
Preferred stock, shares outstanding (in shares)	0
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	3,000
Preferred stock, shares outstanding (in shares)	0
Series D-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	2,500
Preferred stock, shares outstanding (in shares)	0
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	2,800
Preferred stock, shares outstanding (in shares)	0
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	7,000
Preferred stock, shares outstanding (in shares)	0
Series G Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	2,000
Preferred stock, shares outstanding (in shares)	0
Series H Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	2,500
Preferred stock, shares outstanding (in shares)	0
Series I Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	1,000
Preferred stock, shares outstanding (in shares)	0
Series J Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	1,350
Preferred stock, shares outstanding (in shares)	0
Series J-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	1,000
Preferred stock, shares outstanding (in shares)	0
Series K Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	20,000
Preferred stock, shares outstanding (in shares)	0

XML

EQUITY PLANS AND SHARE-BASED COMPENSATION (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation cost	$ 4,346	$ 14,324
Restricted Stock Units and Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation cost	$ 0	0
Number of shares available for grant (in shares)	496
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation cost	$ 4,346	$ 14,324
Total compensation cost not yet recognized	$ 3,767
Recognized over a weighted average period	2 months 17 days
Vested and expected to vest shares (in shares)	96
Number of shares available for grant (in shares)	120

XML

EQUITY PLANS AND SHARE-BASED COMPENSATION (Share-based compensation cost by line item) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Research and development	$ 4,346	$ 14,324
Research and development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Research and development	0	454
Selling, general, administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Research and development	$ 4,346	$ 13,870

XML

EQUITY PLANS AND SHARE-BASED COMPENSATION (Share-based compensation cost by award type) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation cost	$ 4,346	$ 14,324
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation cost	4,346	14,324
Restricted Stock Units and Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation cost	$ 0	$ 0

XML

EQUITY PLANS AND SHARE-BASED COMPENSATION (Schedule of stock option activity) (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Stock Option Shares
Outstanding, beginning balance (in shares)	110	195
Granted (in shares)	0	0
Exercised (in shares)	0	0
Canceled (in shares)	(13)	(85)
Outstanding, ending balance (in shares)	97	110	195
Exercisable, ending balance (in shares)	92
Weighted Average Remaining Contractual Life in Years
Outstanding	5 years 2 months 6 days	5 years 2 months 4 days	7 years 3 months 25 days
Exercisable	5 years 1 month 16 days

XML

SUBSEQUENT EVENTS (Narrative) (Details)													2 Months Ended	3 Months Ended				6 Months Ended	9 Months Ended	12 Months Ended
	May 14, 2019 USD ($)	May 02, 2019 USD ($) note $ / shares	Mar. 11, 2019 note	Mar. 07, 2019 USD ($)	Feb. 22, 2019 USD ($)	Feb. 14, 2019 USD ($)	Oct. 18, 2018 USD ($) $ / shares	Oct. 17, 2018 USD ($)	Sep. 14, 2018 USD ($) $ / shares	Sep. 04, 2018 USD ($)	Aug. 01, 2018 USD ($)	Jul. 25, 2018 USD ($) $ / shares	May 28, 2019 USD ($) shares	Sep. 30, 2019 USD ($)	Mar. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares	Sep. 30, 2018 USD ($) shares	Mar. 31, 2019 USD ($) shares	Mar. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)
Unsecured Debt [Member] | Promissory Note Two [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate principal amount of notes outstanding	$ 100,000
New notes	75,000
Proceeds from promissory note	$ 0.12
Convertible Debt [Member] | Baybridge Convertible Note [Member]
Subsequent Event [Line Items]
New notes															$ 0					$ 0
Number of promissory notes exchanged | note			2
Note conversions															$ 90,500	$ 207,500		$ 298,000		772,500
Debt conversion, converted instrument, shares issued (in shares) | shares															47,400,806	16,008,198		63,409,004
Convertible Debt [Member] | Baybridge Convertible Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate principal amount of notes outstanding		$ 349,650
Number of promissory notes exchanged | note		1
Stated interest rate		12.00%
Conversion price (in dollars per share) | $ / shares		$ 0.002
Debt conversion, average lowest closing price		65.00%
Measurement period after conversion date		5 days
Ownership of outstanding stock, percentage		9.99%
Note conversions													$ 58,500
Debt conversion, converted instrument, shares issued (in shares) | shares													100,486,326
Convertible Debt [Member] | PowerUp Convertible Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount of notes outstanding				$ 52,500		$ 54,500		$ 42,500		$ 52,500	$ 130,000				$ 149,500			$ 149,500	$ 149,500
New notes															107,000					225,000
Stated interest rate				8.00%				8.00%		8.00%	8.00%
Debt conversion, average lowest closing price				65.00%		65.00%		65.00%		65.00%	65.00%
Measurement period after conversion date				10 days		10 days		10 days		10 days	10 days
Ownership of outstanding stock, percentage				4.99%
Interest rate in event of default				22.00%		22.00%		22.00%		22.00%	22.00%
Note conversions															$ 182,500					0
Debt conversion, converted instrument, shares issued (in shares) | shares															95,014,902
Convertible Debt [Member] | PowerUp Convertible Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate principal amount of notes outstanding		$ 42,500
New notes		$ 42,500
Stated interest rate		8.00%
Debt conversion, average lowest closing price		65.00%
Measurement period after conversion date		10 days
Ownership of outstanding stock, percentage		4.99%
Interest rate in event of default		22.00%
Note conversions													$ 42,500
Debt conversion, converted instrument, shares issued (in shares) | shares													47,155,556
Convertible Debt [Member] | St. George Convertible Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Note conversions													$ 39,320
Debt conversion, converted instrument, shares issued (in shares) | shares													53,303,030
Convertible Debt [Member] | Bellridge Convertible Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount of notes outstanding									$ 150,000			$ 300,000			$ 389,000			389,000	389,000
New notes															0					150,000
Stated interest rate									12.00%			12.00%
Conversion price (in dollars per share) | $ / shares							$ 0.20		$ 0.20			$ 0.20
Debt conversion, average lowest closing price							85.00%		70.00%			80.00%
Measurement period after conversion date							5 days		5 days			10 days
Ownership of outstanding stock, percentage							4.99%
Note conversions							$ 250,000								$ 65,615	$ 107,500	$ 137,500		$ 310,615	$ 245,000
Debt conversion, converted instrument, shares issued (in shares) | shares															38,696,339	7,554,399	3,715,476		49,966,214
Convertible Debt [Member] | Bellridge Convertible Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Note conversions													$ 29,385
Debt conversion, converted instrument, shares issued (in shares) | shares													40,079,230
Convertible Debt [Member] | GS Capital Convertible Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount of notes outstanding															$ 183,000			$ 183,000	$ 183,000
New notes					$ 75,000
Stated interest rate					8.00%
Measurement period after conversion date					10 days
Ownership of outstanding stock, percentage					4.99%
Convertible Debt [Member] | GS Capital Convertible Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Note conversions													$ 15,000
Debt conversion, converted instrument, shares issued (in shares) | shares													17,321,692
Unsecured Convertible Debt [Member] | Baybridge Convertible Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate principal amount of notes outstanding		$ 450,000
Scenario, Forecast [Member] | Building [Member]
Subsequent Event [Line Items]
Gross sales price														$ 13,000,000