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CONVERTIBLE NOTE
9 Months Ended
Sep. 30, 2018
Notes to Financial Statements  
NOTE 7 - CONVERTIBLE NOTE

On April 16, 2018, the Company executed a convertible promissory note with Auctus Fund, LLC (“Auctus”) for $350,000. The note bears interest at 10% per annum and matures on January 16, 2019. The holder has the right at any time to convert any portion of the note and/or interest into shares of common stock at a 40% discount to the average of the two lowest trades during the previous twenty-five days of conversion, provided that the conversion price is not less than $0.17 prior to the 180th day after issue. The Company received $322,250 net of OID and applicable fees. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $689,923 based on the Black Scholes Merton pricing model, a loss on issuance of $448,361 and a corresponding debt discount of $241,562 to be amortized utilizing the interest method of accretion over the term of the note. As of September 30, 2018, the Company fair valued the derivative at $833,718. In addition, $212,545 of the debt discount has been amortized to interest expense.

 

On July 31, 2018, the Company executed a convertible promissory note with Auctus Fund, LLC for up to $1,500,000. Total consideration for Note is up to $1,392,500 ($1.5mil less $107,500 OID). The note bears interest at 10% per annum and matures twelve months from the effective date of each tranche. The holder has the right at any time to convert any portion of the note and/or interest into shares of common stock at the lesser of 1) the lowest trade in the twenty-five days prior to conversion, or 2) 40% discount to the average of the two lowest trades during the previous twenty-five days of conversion.

 

The first tranche of $420,000, net of $80,000 of OID and fees was received on August 7, 2018. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $311,461 based on the Black Scholes Merton pricing model, a loss on issuance of $6,682 and a corresponding debt discount of $241,562 to be amortized utilizing the interest method of accretion over the term of the note. As of September 30, 2018, the Company fair valued the derivative at $1,262,597. In addition, $83,532 of the debt discount has been amortized to interest expense.