Convertible Notes Payable

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 11 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable as of December 31, 2019 and 2018 were comprised of the following:

	December 31,
	2019			2018
$550k Note - July 2016	$	548,010	*	$	594,813
$50k Note - July 2016		56,866	*		60,312
$111k Note - May 2017		118,606	*		125,190
$171.5k Note - October 2017		—			186,472
$103k Note I - October 2018		—			103,000
$103k Note II - November 2018		—			103,000
$153k Note - November 2018		—			153,000
$103k Note III - December 2018		—			103,000
$357.5k Note - April 2019		328,728	*		—
$154k Note - June 2019		50,000			—
$136k Notes - July 2019		135,850			—
$78k Note III - July 2019		78,000			—
$230k Note - July 2019		230,000			—
$108.9k Note - August 2019		108,947			—
$142.5k Note - October 2019		142,500			—
$103k Note V - October 2019		103,000			—
$108.9k Note II - October 2019		108,947			—
$128.5k Note - October 2019		128,500			—
$103k Note VI - November 2019		103,000			—
$78.8k Note II - December 2019		78,750			—
		2,319,704			1,428,787
Less: unamortized discount		(777,668	)		(386,473	)
Convertible notes payable, net of original issue discount and debt discount	$	1,542,036		$	1,042,314

* - Denotes that convertible note payable is carried at fair value

Interest expense and amortization of debt discount recognized on each convertible note outstanding during the years ended December 31, 2019 and 2018 were as follows:

	Interest Expense				Amortization of Debt Discount
	Year Ended December 31,				Year Ended December 31,
	2019		2018		2019		2018
$550k Note - July 2016	$	33,000	$	33,090	$	—	$	—
$50k Note - July 2016		5,000		5,014		—		—
$111k Note - May 2017		16,537		16,537		—		6,931
$53k Note - July 2017		—		116		—		1,520
$35k Note - September 2017		—		614		—		7,972
$55k Note - September 2017		—		1,085		—		10,849
$53k Note II - October 2017		—		1,568		—		20,443
$171.5k Note - October 2017		1,786		17,150		—		140,875
$57.8k Note - January 2018		—		3,786		—		37,925
$112.8k Note - February 2018		—		5,746		—		57,456
$83k Note - February 2018		—		4,184		—		41,841
$105k Note - March 2018		—		5,121		—		51,205
$63k Note I - April 2018		—		3,124		—		39,594
$57.8k Note II - April 2018		—		2,895		—		28,954
$90k Note - April 2018		—		3,156		—		31,562
$53k Note III - April 2018		—		2,657		—		33,794
$68.3k Note - May 2018		—		3,366		—		33,566
$37k Note - May 2018		—		1,815		—		18,145
$63k Note II - May 2018		—		3,107		—		31,240
$78.8k Note - May 2018		—		3,938		—		38,836
$103k Note I - October 2018		2,653		2,088		33,972		26,744
$103k Note II - November 2018		3,584		1,383		44,952		17,344
$153k Note - November 2018		7,008		1,761		91,451		23,538
$103k Note III - December 2018		4,261		790		42,611		7,901
$78k Note I - January 2019		3,889		—		52,000		—
$78k Note II - January 2019		3,868		—		47,858		—
$103k Note III - April 2019		5,108		—		56,323		—
$104.5k Note - April 2019		5,768		—		58,246		—
$104.5k Note II - April 2019		5,325		—		53,107		—
$357.5k Note - April 2019		33,550		—		257,821		—
$103k Note IV - May 2019		4,120		—		63,118		—
$154k Note - June 2019		8,526		—		85,027		—
$67.9k Note I - July 2019		3,220		—		34,765		—
$67.9k Note II - July 2019		3,220		—		34,765		—
$78k Note III - July 2019		3,590		—		45,343		—
$230k Note - July 2019		10,460		—		104,317		—
$108.9k Note - August 2019		3,791		—		31,560		—
$142.5k Note - October 2019		1,366		—		35,430		—
$103k Note V - October 2019		2,568		—		28,213		—
$108.9k Note II - October 2019		1,851		—		14,805		—
$128.5k Note - October 2019		2,183		—		21,768		—
$103k Note VI - November 2019		1,609		—		17,989		—
$78.8k Note II - December 2019		626		—		5,072		—
	$	178,464	$	124,090	$	1,260,513	$	708,235

Unamortized debt discount on outstanding convertible notes payable as of December 31, 2019 and 2018 are comprised of the following:

	Unamortized Discount as of December 31,
	2019		2018
$103k Note I - October 2018	$	—	$	76,256
$103k Note II - November 2018		—		85,656
$153k Note - November 2018		—		129,462
$103k Note III - December 2018		—		95,099
$154k Note - June 2019		21,175		—
$67.9k Note - July 2019		20,497		—
$67.9k Note II - July 2019		20,497		—
$78k Note III - July 2019		32,657		—
$230k Note - July 2019		125,684		—
$103.5k Note - August 2019		59,392		—
$142.5k Note - October 2019		107,070		—
$103k Note V - October 2019		70,686		—
$108.9k Note II - October 2019		72,592		—
$128.5k Note - October 2019		106,732		—
$103k Note VI - November 2019		81,740		—
$78.8k Note II - December 2019		58,946		—
	$	777,668	$	386,473

Certain of our convertible notes payable are also carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." The changes in fair value during the years ended December 31, 2019 and 2018 and the fair value as of the years then ended on such instruments were as follows:

	Change in Fair Value of Debt				Fair Value of Debt as of
	Year Ended December 31,				December 31,
	2019		2018		2019		2018
$550k Note - July 2016	$	70,285	$	96,787	$	548,010	$	594,813
$50k Note - July 2016		7,125		13,257		56,866		60,312
$111k Note - May 2017		14,789		10,474		118,606		125,190
$171.5k Note - October 2017		1,781		5,241		—		186,472
$104.5k Note II - April 2019		3,431		—		—		—
	$	97,411	$	125,759	$	723,482	$	966,787

Extensions of Iconic Convertible Notes Payable – December 2019

Between 2016 and 2019, the Company issued and amended certain terms and conditions of the following convertible notes payable to Iconic Holdings, LLC ("Iconic"): a 6% fixed convertible secured promissory note dated July 7, 2016 with a face value of $550,000 (the "$550k Note"), a 10% fixed convertible commitment fee promissory note dated July 7, 2016 with a face value of $50,000 (the "$50k Note"), a 10% fixed convertible secured promissory note dated May 22, 2017 with a face value of $111,000 (the "$111k Note"), and a 10% fixed convertible note dated April 15, 2019 with a face value of $357,500 (the "$357.5k Note"). During the years ended December 31, 2018 and 2019, the terms and conditions of the above notes were amended as described below.

On March 28, 2018, in exchange for a five-year warrant to purchase 125,000 shares of the Company's common stock at an exercise price of $0.05 per share, Iconic and the Company agreed to extend the maturity date from January 22, 2018 until July 11, 2018. The fair value of the warrants using Black/Scholes was $10,199 with the following assumptions: risk-free interest rate of 2.59%, expected life of 5 years, volatility of 578.45%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $19,014 and the $111k Note was subsequently carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt."

On July 11, 2018, Iconic and the Company entered into an Amendment agreement related to the $550k Note, the $50k Note and the $111k Note, pursuant to which the holder agreed to extend the maturity date of the three notes until July 31, 2019 in exchange for (i) a three-year warrant to purchase 200,000 of our common shares at an exercise price of $0.25, and (ii) a three-year warrant to purchase 300,000 of our common shares at an exercise price of $0.50. The fair value of the warrants using Black/Scholes was $133,019 with the following assumptions: risk-free interest rate of 2.67%, expected life of 3 years, volatility of 287.57%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $90,624.

On July 13, 2018, Iconic and the Company entered into a second Amendment agreement, pursuant to which the holder agreed to further extend the maturity date of the $550k Note, the $50k Note and the $111k Note until December 31, 2019 in exchange for (i) three-year warrant to purchase 175,000 of our common shares at an exercise price of $0.25, and (ii) three-year warrant to purchase 75,000 of our common shares at an exercise price of $0.50. The fair value of the warrants using Black/Scholes was $60,401 with the following assumptions: risk-free interest rate of 2.66%, expected life of 3 years, volatility of 287.77%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $42,777.

On December 31, 2019, Iconic and the Company agreed to extend the maturity date of the $550k Note, the $50k Note, the $111k Note and the $357.5k Note until December 31, 2020 in exchange for (i) a new five-year warrant to Iconic to purchase 1,907,143 shares at an exercise price of $0.14 per share, (ii) extension of the expiration date on 12,586,111 warrants held by Iconic until January 1, 2025, (iii) repricing of the exercise price 3,508,333 warrants held by Iconic from various prices above $0.50 to $0.25, (iv) a reduction of the conversion price of the $111k Note from $0.35 to $0.15 and of the $357.5k Note from $0.20 to $0.15, and (v) the Company agreed to allow a one-time conversion of up to $30,000 on the $111k Note at a reduced conversion rate.

The fair value of consideration issued was calculated as follows: (i) the new warrant was calculated using the Black-Scholes pricing model at $220,758, (ii) the incremental fair value of the extended warrants was $395,158 and the incremental fair value of the repriced warrants was $87,351, being the excess of the fair value of the warrants immediately after the change in terms over the fair value immediately before the change in terms, (iii) the incremental fair value of the reduction in conversion price, which represented a change to the beneficial conversion feature, was $142,617, being the excess of the fair value of the conversion feature immediately after the change in terms over the fair value immediately before the change in terms, and (iv) the one-time conversion feature was valued using the Black-Scholes pricing model at $29,642. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified promissory notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $697,722, equal to the fair value of the consideration issued of $875,526, less the excess of $177,804 of the carrying value of the existing debt instruments at the time of extinguishment over the fair value of the reissued debt instruments. As a result of the agreement, the $357.5k Note will subsequently be carried at fair value and revalued at each period end. The $550k Note, the $50k Note and the $111k Note were already carried at fair value due to previous extinguishment and reissuance transactions. There was no change in fair value of the reissued debt instruments subsequent to the reissuance date, since the extinguishment transaction occurred on December 31, 2019.

Convertible Note Payable ($550,000) – July 2016

On July 7, 2016, the Company entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000. The $550k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.08 per share, or 6,875,000 of the Company's common shares, and is secured by all of the Company's assets. The Company received $500,000 net proceeds from the note after a $50,000 original issue discount. The $550k Note matures on December 31, 2020. The discount from the original issue discount, warrants and embedded conversion feature ("ECF") associated with the $550k Note was amortized over the original life of the note. The $550k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt."

Convertible Note Payable ($50,000) – July 2016

On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000. The $50k Note matures on December 31, 2020. The $50k note was issued as a commitment fee payable to the Investment Agreement investor in exchange for the investor's commitment to enter into the Investment Agreement, subject to registration of the shares underlying the Investment Agreement. The $50k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.10 per share, or 500,000 of the Company's common shares. The $50k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt."

Convertible Note Payable ($111,000) – May 2017

On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000. The $111k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.15 per share, or 740,000 of the Company's common shares, and is secured by all of the Company's assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company's common stock at an exercise price of $0.75 per share. The $111k Note matures on December 31, 2020.

Convertible Note Payable ($53,000) – July 2017

On July 10, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note"). On January 8, 2018, the Company prepaid the balance on the $53k Note, including accrued interest, for a one-time cash payment of $74,922. In connection with the repayment, the Company recognized a gain on debt extinguishment of $16,188, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($35,000) – September 2017

On September 7, 2017, the Company entered into a securities purchase agreement for the sale of a $35,000 convertible note (the "$35k Note"). On March 5, 2018, the Company prepaid the balance on the $35k Note, including accrued interest, for a one-time cash payment of $49,502. In connection with the repayment, the Company recognized a gain on debt extinguishment of $11,778, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($55,000) – September 2017

On September 11, 2017, the Company entered into a securities purchase agreement for the sale of a $55,000 convertible note (the "$55k Note"). On March 13, 2018, the Company prepaid the balance on the $55k Note, including accrued interest, for a one-time cash payment of $85,258. In connection with the repayment, the Company recognized a gain on debt extinguishment of $14,763, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($53,000) – October 2017

On October 23, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note II") to PULG. On April 18, 2018, the Company prepaid the balance on the $53k Note II, including accrued interest, for a one-time cash payment of $75,000. In connection with the repayment, the Company recognized a gain on debt extinguishment of $16,865, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($171,500) – October 2017

On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the "$171.5k Note") to an individual lender. The $171.5k Note included a $21,500 original issue discount, for net proceeds of $150,000. On October 31, 2018, the holder of the $171.5k Note agreed to extend the maturity date from the original date of October 26, 2018 until December 31, 2019 in exchange for (i) a three-year warrant to purchase 75,000 shares of Company common stock at an exercise price of $0.25 per share, and (ii) a three-year warrant to purchase 25,000 shares of Company common stock at an exercise price of $0.50 per share. The fair value of the warrants using Black/Scholes was $26,282 with the following assumptions: risk-free interest rate of 2.93%, expected life of 3 years, volatility of 291.52%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. Accordingly, the $171.5k Note was carried at fair value subsequent to the extinguishment date and is revalued at each period end.

On February 7, 2019, the holder of the $171.5k Note converted the entire principal balance of $171,500 into 2,512,821 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $139,798, representing the excess of the fair value of the shares issued at conversion over the carrying value of the host instrument and the bifurcated conversion feature at the time of conversion.

Convertible Note Payable ($57,750) – January 2018

On January 2, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the "$58k Note"). The transaction closed on January 3, 2018. The $58k Note included a $5,250 original issue discount and $2,500 fee for net proceeds of $50,000. The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019. The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company's common stock for the 10 days prior to the conversion date. During the year ended December 31, 2018, the holder converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock.

Convertible Note Payable ($112,750) – February 2018

On February 2, 2018, the Company entered into a securities purchase agreement for the sale of a $112,750 convertible note (the "$113k Note"). On August 7, 2018, the Company prepaid the balance on the $113k Note, including accrued interest, for a one-time cash payment of $151,536. In connection with the extinguishment, the Company also issued the holder a 3-year warrant to purchase 100,000 shares of Company common stock at an exercise price of $0.25. The fair value of the warrant was $50,614. In connection with the repayment, the Company recognized a gain on debt extinguishment of $2,014, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount and fair value of the warrant issued, in the year ended December 31, 2018.

Convertible Note Payable ($83,000) – February 2018

On February 13, 2018, the Company entered into a securities purchase agreement for the sale of a $83,000 convertible note (the "$83k Note"). On August 16, 2018, the Company prepaid the balance on the $83k Note, including accrued interest, for a one-time cash payment of $111,596. In connection with the extinguishment, the Company also issued the holder a 5-year warrant to purchase 237,143 shares of Company common stock at an exercise price of $0.35. The fair value of the warrant was $92,400. In connection with the repayment, the Company recognized a loss on debt extinguishment of $51,251, equal to the excess of the payment amount and fair value of the warrant issued over the carrying value of the note, derivative embedded conversion feature and accrued interest.

Convertible Note Payable ($105,000) – March 2018

On March 5, 2018, the Company entered into a securities purchase agreement for the sale of a $105,000 convertible note (the "$105k Note"). On August 30, 2018, the Company prepaid the balance on the $105k Note, including accrued interest, for a one-time cash payment of $140,697. In connection with the repayment, the Company recognized a gain on debt extinguishment of $51,804, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($63,000) – April 2018

On April 2, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the "$63k Note"). On September 28, 2018, the Company prepaid the balance on the $63k Note, including accrued interest, for a one-time cash payment of $89,198. In connection with the repayment, the Company recognized a gain on debt extinguishment of $25,856, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($57,750) – April 2018

On April 16, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the "$57.8k Note II"). On October 16, 2018, the Company prepaid the balance on the $57.8k Note II, including accrued interest, for a one-time cash payment of $81,850. In connection with the repayment, the Company recognized a gain on debt extinguishment of $24,427, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($90,000) – April 2018

On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $90,000 convertible note (the "$90k Note"). On August 24, 2018, the Company prepaid the balance on the $90k Note, including accrued interest, for a one-time cash payment of $119,240. In connection with the repayment, the Company recognized a gain on debt extinguishment of $38,508, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($53,000) – April 2018

On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note III"). On October 18, 2018, the Company prepaid the balance on the $53k Note III, including accrued interest, for a one-time cash payment of $75,039. In connection with the repayment, the Company recognized a gain on debt extinguishment of $20,945, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($68,250) – May 2018

On May 3, 2018, the Company entered into a securities purchase agreement for the sale of a $68,250 convertible note (the "$68.3k Note"). On October 30, 2018, the Company prepaid the balance on the $68.3k Note, including accrued interest, for a one-time cash payment of $91,644. In connection with the repayment, the Company recognized a gain on debt extinguishment of $36,420, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($37,000) – May 2018

On May 7, 2018, the Company entered into a securities purchase agreement for the sale of a $37,000 convertible note (the "$37k Note"). On November 2, 2018, the Company prepaid the balance on the $37k Note, including accrued interest, for a one-time cash payment of $49,144. In connection with the repayment, the Company recognized a gain on debt extinguishment of $18,579, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($63,000) – May 2018

On May 9, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the "$63k Note II"). On November 5, 2018, the Company prepaid the balance on the $63k Note II, including accrued interest, for a one-time cash payment of $89,198. In connection with the repayment, the Company recognized a gain on debt extinguishment of $26,166, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($78,750) – May 2018

On May 24, 2018, the Company entered into a securities purchase agreement for the sale of a $78,750 convertible note (the "$78.8k Note"). On November 20, 2018, the Company prepaid the balance on the $78.8k Note, including accrued interest, for a one-time cash payment of $104,738. In connection with the repayment, the Company recognized a gain on debt extinguishment of $38,705, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2018.

Convertible Note Payable ($103,000) – October 2018

On October 18, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note I"). On April 4, 2019, the Company prepaid the balance on the $103k Note I, including accrued interest, for a one-time cash payment of $134,500. In connection with the repayment, the Company recognized a gain on debt extinguishment of $28,169, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019.

Convertible Note Payable ($103,000) – November 2018

On November 12, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note II"). On May 7, 2019, the Company prepaid the balance on the $103k Note II, including accrued interest, for a one-time cash payment of $134,888. In connection with the repayment, the Company recognized a gain on debt extinguishment of $23,821, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019.

Convertible Note Payable ($153,000) – November 2018

On November 19, 2018, the Company entered into a securities purchase agreement for the sale of a $153,000 convertible note (the "$153k Note"). The $153k Note included $3,000 fees for net proceeds of $150,000. The $153k Note had an interest rate of 10% and a default interest rate of 22% and was scheduled to mature on August 19, 2019. The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. During the year ended December 31, 2019, the holder of the $153k Note converted the full principal in the amount of $153,000 and $8,768 of accrued interest into 1,070,894 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $44,993, representing the excess of the fair value of the shares issued at conversion over the carrying value of the host instrument and the bifurcated conversion feature at the time of conversion.

Convertible Note Payable ($103,000) – December 2018

On December 3, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note III"). On May 31, 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,029. In connection with the repayment, the Company recognized a gain on debt extinguishment of $20,445, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019.

Convertible Note Payable ($78,000) – January 2019

On January 14, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note"). On July 15, 2019, the Company prepaid the balance on the $78k Note, including accrued interest, for a one-time cash payment of $102,321. In connection with the repayment, the Company recognized a loss on debt extinguishment of $6,258, equal to the excess of the payment amount over the carrying value of the note, derivative embedded conversion feature and accrued interest over, in the year ended December 31, 2019.

Convertible Note Payable ($78,000) – January 2019

On January 24, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note II"). On July 24, 2019, the Company prepaid the balance on the $78k Note II, including accrued interest, for a one-time cash payment of $102,255. In connection with the repayment, the Company recognized a gain on debt extinguishment of $11,162, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019.

Convertible Note Payable ($103,000) – April 2019

On April 3, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note III"). On October 1, 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,099. In connection with the repayment, the Company recognized a gain on debt extinguishment of $7,728, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019.

Convertible Note Payable ($104,500) – April 2019

On April 11, 2019, the Company entered into securities purchase agreements for the sale of a $104,500 convertible note (the "$104.5k Note I"). The $104.5k Note I included $4,500 fees for net proceeds of $100,000. The $104.5k Note I has an interest rate of 10% and a default interest rate of 22%, matures on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. During the year ended December 31, 2019, the holder of the $104.5k Note I converted the full principal in the amount of $104,500 and $5,768 of accrued interest into 1,176,189 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $98,193, representing the excess of the fair value of the shares issued at conversion over the carrying value of the host instrument and the bifurcated conversion feature at the time of conversion.

Convertible Note Payable ($104,500) – April 2019

On April 11, 2019, the Company entered into securities purchase agreements for the sale of a second $104,500 convertible note (the "$104.5k Note II"). The $104.5k Note II included $4,500 fees for net proceeds of $100,000. The $104.5k Note II has an interest rate of 10% and a default interest rate of 22%, matures on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

On October 14, 2019, the holder entered into a forbearance agreement (pursuant to which the Lender agreed to forbear its right to convert the $104.5k Note II until October 31, 2019 in exchange for an increase to the principal of the note to $142,500. Because the fair value of consideration issued was greater than 10% of the present value of the remaining cash flows under the modified note, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50. A loss on debt extinguishment was recorded in the amount of $91,760, equal to the fair value of the consideration issued of $80,725 (comprised of the value of the modified ECF), plus the excess of $11,035 of the fair value of the reissued debt instruments over the carrying value of the existing debt instruments at the time of extinguishment. As a result of the agreement, the $104.5k Note II was subsequently carried at fair value.

On October 31, 2019, the Company prepaid the balance on the $104.5k Note II, including accrued interest, for a one-time cash payment of $142,500. In connection with the repayment, the Company recognized a gain on debt extinguishment of $69,472, equal to the excess of the carrying value of the note and derivative embedded conversion feature over the payment amount, in the year ended December 31, 2019.

Convertible Note Payable ($357,500) – April 2019

On April 15, 2019, the Company issued a fixed convertible note with a face value of $357,500 (the "$357.5k Note"). The $357.5k Note included $32,500 fees for net proceeds of $325,000. The $357.5k Note has an interest rate of 10%, matures on December 31, 2020, and may be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.15 (originally $0.20), or 2,383,333 shares. At inception, the investors were also granted a five-year warrant to purchase 600,000 shares of the Company's common stock at an exercise price of $0.25 per share. Upon an event of default, 140% of the outstanding principal and any interest due amount shall be immediately due and the conversion price resets to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date.

The fair value of the warrants was calculated using the Black-Scholes pricing model at $150,782, with the following assumptions: risk-free interest rate of 2.37%, expected life of 5 years, volatility of 191.68%, and expected dividend yield of zero. The net proceeds from the issuance of the $357.5k Note, being $325,000 after the original issue discount, were then allocated to the warrants and the convertible note instrument based on their relative fair values, of which $96,411 was allocated to the warrants and $228,589 to the convertible note. The intrinsic value of the embedded conversion feature of the $357.5k Note was then calculated as $128,911. The original issue discount, warrants and embedded conversion feature were then allocated and recorded as discounts against the carrying value of the $357.5k Note. The final allocation of the proceeds at inception was as follows:

Original issue discount	$	32,500
Warrants		96,411
Embedded conversion feature		128,911
Convertible note		99,678
Gross proceeds	$	357,500

Convertible Note Payable ($103,000) – April 2019

On May 7, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note IV"). On November 5, 2019, the Company prepaid the balance on the $103k Note IV, including accrued interest, for a one-time cash payment of $133,900. In connection with the repayment, the Company recognized a gain on debt extinguishment of $11,549, equal to the excess of the carrying value of the note, derivative embedded conversion feature and accrued interest over the payment amount, in the year ended December 31, 2019.

Convertible Note Payable ($154,000) – June 2019

On June 3, 2019, the Company entered into a securities purchase agreement for the sale of a $154,000 convertible note (the "$154k Note"). The $154k Note included $4,000 fees for net proceeds of $150,000. The $154k Note has an interest rate of 10% and a default interest rate of 22% and was scheduled to mature on February 28, 2020. The $154k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. During the year ended December 31, 2019, the holder of the $154k Note converted $104,000 of principal into 1,572,989 shares of Company common stock. In connection with the conversion, the Company recognized a loss on debt extinguishment of $75,529, representing the excess of the fair value of the shares issued at conversion over the carrying value of the host instrument and the bifurcated conversion feature at the time of conversion.

Convertible Note Payable ($67,925) – July 2019

On July 11, 2019, the Company entered into a securities purchase agreement for the sale of a $67,925 convertible note (the "$67.9k Note I"). The $67.9k Note I included $2,925 fees for net proceeds to the Company of $65,000. The $67.9k Note I had an interest rate of 10% and a default interest rate of 22%, a maturity date of April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF was calculated using the Black-Scholes pricing model at $48,866 with the following assumptions: risk-free interest rate of 1.97%, expected life of 0.75 years, volatility of 140.57%, and expected dividend yield of zero. In connection with the $67.9k Note I, the Company also issued to the holders 16,250 shares of Company common stock valued at $3,471, which was recorded to equity. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	48,866
Original issue discount and fees		2,925
Fair value of shares recorded to equity		3,471
Convertible note		12,663
Gross proceeds	$	67,925

Convertible Note Payable ($67,925) – July 2019

On July 11, 2019, the Company entered into a securities purchase agreement for the sale of a second $67,925 convertible note (the "$67.9k Note II"). The $67.9k Note II included $2,925 fees for net proceeds to the Company of $65,000. The $67.9k Note II had an interest rate of 10% and a default interest rate of 22%, a maturity date of April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF was calculated using the Black-Scholes pricing model at $48,866 with the following assumptions: risk-free interest rate of 1.97%, expected life of 0.75 years, volatility of 140.57%, and expected dividend yield of zero. In connection with the $67.9k Note II, the Company also issued to the holders 16,250 shares of Company common stock valued at $3,471, which was recorded to equity. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	48,866
Original issue discount and fees		2,925
Fair value of shares recorded to equity		3,471
Convertible note		12,663
Gross proceeds	$	67,925

Convertible Note Payable ($78,000) – July 2019

On July 16, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note III"). The $78k Note II included $3,000 fees for net proceeds of $75,000. The $78k Note III has an interest rate of 10% and a default interest rate of 22% and matures on April 30, 2020. The $78k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $78k Note III was calculated using the Black-Scholes pricing model at $76,763 with the following assumptions: risk-free interest rate of 2.00%, expected life of 0.79 years, volatility of 140.36%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the note, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $76,763 over the net proceeds from the note of $75,000, for a net charge of $1,763. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	76,763
Original issue discount and fees		3,000
Financing cost		(1,763	)
Convertible note		—
Gross proceeds	$	78,000

Convertible Note Payable ($230,000) – July 2019

On July 18, 2019, the Company entered into securities purchase agreements for the sale of a convertible note with a face value of $230,000 (the "$230k Note"). The $230k Note included $20,000 fees and discounts for net proceeds to the Company of $210,000. The $230k Note has an interest rate of 10% and a default interest rate of 24%, matures on July 18, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default, the amount of principal shall increase by between 10 and 50% depending on the nature of the default.

The fair value of the ECF of the $230k Note was calculated using the Black-Scholes pricing model at $220,246 with the following assumptions: risk-free interest rate of 1.90%, expected life of 1.00 year, volatility of 140.13%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the note, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $220,246 over the net proceeds from the note of $210,000, for a net charge of $10,246. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	220,246
Original issue discount and fees		20,000
Financing cost		(10,246	)
Convertible note		—
Gross proceeds	$	230,000

Convertible Note Payable ($108,947) – August 2019

On August 26, 2019, the Company entered into securities purchase agreements for the sale of a convertible note with a face value of $108,947 (the "$108.9k Note"). The $108.9k Note included $8,947 fees and discounts for net proceeds to the Company of $100,000. The $108.9k Note has an interest rate of 10% and a default interest rate of 22%, matures on August 26, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $108.9k Note was calculated using the Black-Scholes pricing model at $77,904 with the following assumptions: risk-free interest rate of 1.75%, expected life of 1.00 year, volatility of 130.74%, and expected dividend yield of zero. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	82,004
Original issue discount and fees		8,947
Convertible note		17,996
Gross proceeds	$	108,947

Convertible Note Payable ($142,500) – October 2019

On October 1, 2019, the Company entered into securities purchase agreements for the sale of a convertible note with a face value of $142,500 (the "$142.5k Note"). The $142.5k Note included $7,500 fees and discounts for net proceeds to the Company of $135,000. The $142.5k Note has an interest rate of 10% and a default interest rate of 20%, matures on October 1, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 125% of the outstanding principal and any interest due amount shall be immediately due and the conversion discount shall increase by 10%.

The fair value of the ECF of the $142.5k Note was calculated using the Black-Scholes pricing model at $137,205 with the following assumptions: risk-free interest rate of 1.73%, expected life of 1.00 year, volatility of 119.04%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the note, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $137,205 over the net proceeds from the note of $135,000, for a net charge of $2,205. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	137,205
Original issue discount and fees		7,500
Financing cost		(2,205	)
Convertible note		—
Gross proceeds	$	142,500

Convertible Note Payable ($103,000) – October 2019

On October 1, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note V"). The $103k Note V included $3,000 fees for net proceeds of $100,000. The $103k Note V has an interest rate of 10% and a default interest rate of 22% and matures on August 15, 2020. The $103k Note V may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $103k Note V was calculated using the Black-Scholes pricing model at $95,899 with the following assumptions: risk-free interest rate of 1.73%, expected life of 0.87 years, volatility of 119.04%, and expected dividend yield of zero. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	95,899
Original issue discount and fees		3,000
Convertible note		4,101
Gross proceeds	$	103,000

Convertible Note Payable ($108,947) – October 2019

On October 30, 2019, the Company entered into securities purchase agreements for the sale of a convertible note with a face value of $108,947 (the "$108.9k Note II"). The $108.9k Note II included $8,947 fees and discounts for net proceeds to the Company of $100,000. The $108.9k Note II has an interest rate of 10% and a default interest rate of 22%, matures on October 30, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $108.9k Note II was calculated using the Black-Scholes pricing model at $78,450 with the following assumptions: risk-free interest rate of 1.59%, expected life of 1.00 year, volatility of 121.92%, and expected dividend yield of zero. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	78,450
Original issue discount and fees		8,947
Convertible note		21,550
Gross proceeds	$	108,947

Convertible Note Payable ($128,500) – October 2019

On October 30, 2019, the Company entered into a securities purchase agreement for the sale of a $128,500 convertible note (the "$128.5k Note"). The $128.5k Note included $3,500 fees for net proceeds of $125,000. The $128.5k Note has an interest rate of 10% and a default interest rate of 18% and matures on October 30, 2020. The $128.5k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $128.5k Note was calculated using the Black-Scholes pricing model at $125,080 with the following assumptions: risk-free interest rate of 1.59%, expected life of 1.00 year, volatility of 121.92%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the note, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $125,080 over the net proceeds from the note of $125,000, for a net charge of $80. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	125,080
Original issue discount and fees		3,500
Financing cost		(80	)
Convertible note		—
Gross proceeds	$	128,500

Convertible Note Payable ($103,000) – November 2019

On November 4, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note VI"). The $103k Note VI included $3,000 fees for net proceeds of $100,000. The $103k Note VI has an interest rate of 10% and a default interest rate of 22% and matures on August 15, 2020. The $103k Note VI may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $103k Note VI was calculated using the Black-Scholes pricing model at $96,730 with the following assumptions: risk-free interest rate of 1.56%, expected life of 0.87 years, volatility of 122.02%, and expected dividend yield of zero. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	96,730
Original issue discount and fees		3,000
Convertible note		3,270
Gross proceeds	$	103,000

Convertible Note Payable ($78,750) – December 2019

On December 2, 2019, the Company entered into a securities purchase agreement for the sale of a $78,750 convertible note (the "$78.8k Note"). The $78.8k Note included $3,750 fees for net proceeds of $75,000. The $78.8k Note has an interest rate of 10% and a default interest rate of 22% and matures on December 2, 2020. The $78.8k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The fair value of the ECF of the $78.8k Note was calculated using the Black-Scholes pricing model at $56,068 with the following assumptions: risk-free interest rate of 1.60%, expected life of 1.00 year, volatility of 119.72%, and expected dividend yield of zero. In connection with the $78.8k Note, the Company also issued to the holder 30,000 shares of Company common stock valued at $4,200, which was recorded to equity. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows:

Embedded conversion feature	$	56,068
Original issue discount and fees		3,750
Fair value of shares recorded to equity		4,200
Convertible note		14,732
Gross proceeds	$	78,750