I don't care if they appointed GOD as CEO when a company is diluting you do not buy you run as fast as you can.. Then if still interested wait for the dilution to end, then take a look. On June 20, 2014, the Company entered into a consulting agreement for consulting services. Pursuant to the agreement, the Company is to pay the consultant a commencement fee of $250,000. On June 23, 2014, the Company issued a $250,000 convertible note which is unsecured, non-bearing interest and due on June 22, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (December 17, 2014) at a conversion rate of 90% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2018, accrued interest of $27,461 (2017 - $27,461) has been recorded in accounts payable and accrued liabilities.
On December 17, 2014, the note became convertible resulting in the Company recording a derivative liability of $94,188 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $1,050 as accretion expense. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $20,000 on or before the third day of each subsequent month until the entire balance is repaid. During the year ended December 31, 2018, the Company repaid $10,000 (2017 - $47,387) of the outstanding loan pursuant to the settlement agreement. As at December 31, 2018, the carrying value of the debenture was $12,613 (2017 - $22,613) and the fair value of the derivative liability was $3,310 (2017 - $14,237).
b) On May 23, 2017, the Company issued a $63,000 convertible note, net of an original issue discount of $3,000, which is unsecured, bears interest at 8% per annum, and matured on May 23, 2018. The convertible note is in default. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. During the year ended December 31, 2018, the Company issued 692,364 common shares for the conversion of $4,810 of principal and $375 of accrued interest. As at December 31, 2018, accrued interest of $7,183 (2017 - $2,992) has been recorded in accounts payable and accrued liabilities.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $48,137. The carrying value of the convertible note will be accreted over the term of the convertible note. During the year ended December 31, 2018, $26,303 (2017 - $24,834) of accretion expense had been recorded. As at December 31, 2018, the carrying value of the debenture was $56,420 (2017 - $34,927) and the fair value of the derivative liability was $26,026 (2017 - $48,450).
c) On May 23, 2017, the Company issued a $63,000 convertible note, net of an original issue discount of $3,000, which is unsecured, bears interest at 8% per annum, and is due on May 23, 2018. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. During the year ended December 31, 2018, the Company issued 600,000 common shares for the conversion of $10,450 of principal and $3,602 of accrued interest. As at December 31, 2018, accrued interest of $6,767 (2017 - $3,077) has been recorded in accounts payable and accrued liabilities.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $48,137. The carrying value of the convertible note will be accreted over the term of the convertible note. On May 23, 2018, the Company extended the maturity of note to July 31, 2018 through the payment of a one-time $6,000 fee, which has been recorded as a discount on the note and has been fully accreted as of December 31, 2018. On November 15, 2018 (by Agreement entered on March 11, 2019), the Company extended the maturity of the note to April 15, 2019 through the payment of a one-time $6,000 fee. The Company concluded that the modification of the loan was not deemed substantial. The note matured on April 15, 2019 and is currently in default. During the year ended December 31, 2018, $33,183 (2017 - $23,954) of accretion expense had been recorded. As at December 31, 2018, the carrying value of the debenture was $52,550 (2017 - $35,817) and the fair value of the derivative liability was $25,594 (2017 - $52,001).
d) On December 28, 2017, the Company issued a $100,000 convertible note to the former Chief Financial Officer of the Company, which is unsecured, bears interest at 6% per annum, is due on December 28, 2018 and is currently in default. The note is convertible into shares of common stock at a conversion rate of 70% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2018, accrued interest of $6,062 (2017 - $66) has been recorded in accounts payable and accrued liabilities.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $42,817. The carrying value of the convertible note will be accreted over the term of the convertible note. During the year ended December 31, 2018, $42,548 (2017 - $269) of accretion expense had been recorded. As at December 31, 2018, the carrying value of the debenture was $100,000 (2017 - $57,452) and the fair value of the derivative liability was $24,885 (2017 - $42,818).
e) On January 23, 2018, the Company issued a $111,111 convertible note, net of an original issue discount of $11,111, which is unsecured, bears one-time interest at 14%, and matured six months from the issue date. The Company also agreed to issue 350,000 common shares with the convertible note. The fair value of the restricted common shares was $18,200 and has been recorded as a discount on the note and has been fully accreted as of December 31, 2018. The note is convertible into shares of common stock at a conversion price of $0.30 per share. During the year ended December 31, 2018, the Company paid the one-time interest of $14,000.
Since this note became tainted by the notes with variable conversion rates, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability and the one-time interest resulted in a discount to the convertible note of $17,712. The carrying value of the convertible note will be accreted over the term of the convertible note.
On September 4, 2018, the Company entered into an extension agreement whereby the Company issued 350,000 restricted common stock to the investor and pay a one-time 12% interest payment to extend the loan due date to October 23, 2018. The convertible note was extended to October 23, 2018 and is currently in default. The Company considered ASC Subtopic 470-50, Debt Modifications and Extinguishments, and determined that the modification to extend the note was not substantial. The fair value of the 350,000 shares of $7,525 was recorded as a debt discount and amortized over the remaining life of the note. During the year ended December 31, 2018, $54,548 (2017 - $nil) of accretion expense had been recorded. As at December 31, 2018, the carrying value of the debenture was $111,111 (2017 - $nil) and the fair value of the derivative liability was $2,027 (2017 - $nil).
f) On January 26, 2018, the Company issued a $165,000 convertible note, net of an original issue discount of $15,000, which is unsecured, bears one-time interest at 14%, matured nine months from the issue date and is in default. The note is convertible into shares of common stock at a conversion price of $0.30 per share. A total of 500,000 shares with a fair value of $25,000 was also issued with the convertible note. During the year ended December 31, 2018, the Company paid the one-time interest of $21,000.
Since this note became tainted by the notes with variable conversion rates, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability, the commitment shares and the one-time interest resulted in a discount to the convertible note of $50,697. The carrying value of the convertible note will be accreted over the term of the convertible note. On August 13, 2018 the Company and noteholder agreed to enter into an amended and restated purchase agreement and the Company to issue the noteholder an amended and restated convertible promissory note in the amount of $193,300 with a maturity date of May 10, 2019. On July 31, 2018, the Company and noteholder entered into a loan extension whereby the Company was required to pay the noteholder the sum of eight thousand dollars ($8,000). The Company considered ASC Subtopic 470-50, Debt Modifications and Extinguishments, and determined that the modification was an extinguishment and therefore, recognized a gain on the extinguishment of the original debt of $137 (2017- $nil). The variable conversion price of the amended and restated convertible promissory note was adjusted to: the lesser of (i) $0.30 per share, (ii) 60% multiplied by the average of the three lowest Trading Prices (as defined below) for the Common Stock during the previous twenty (20) Trading Days (as defined herein) before the Issue Date of this Note (representing a discount rate of 40%) or (iii) 60% multiplied by the Market Price (as defined herein) (representing a discount rate of 40%). On October 22, 2018, the Company and noteholder entered into a forbearance agreement whereby the Company agreed to a payment of $41,904 and accrued interest that was immediately added to the principal balance of the amended and restated convertible promissory note bringing the principal balance to $251,421. The variable conversion price of the amended and restated convertible promissory note was adjusted to: the lesser of (i) $0.30 per share, (ii) 50% multiplied by the average of the three lowest Trading Prices for the Common Stock during the previous twenty (20) Trading Days before the Issue Date of this Note (representing a discount rate of 50%) or (iii) 50% multiplied by the Market Price (representing a discount rate of 50%).”. On February 16, 2019, the Company and Holder entered into a second forbearance agreement whereby the Company agreed to a payment of $50,248 and accrued interest that was immediately added to the principal balance of the amended and restated convertible promissory note bringing the principal balance to $301,706. The variable conversion price of the amended and restated convertible promissory note was adjusted to: equal of the lesser of (i) $0.002 per share, or (ii) 50% multiplied by the average of the three lowest Trading Prices for the common stock during the previous twenty (20) Trading Days before the Issue Date of this Note (representing a discount rate of 50%), or (iii) 50% multiplied by the Market Price (representing a discount rate of 50%). . During the year ended December 31, 2018, $65,697 (2017 - $nil) of accretion expense had been recorded. As at December 31, 2018, the carrying value of the debenture was $284,318 (2017 - $nil) and the fair value of the derivative liability was $58,909 (2017 - $nil). The Company recorded an additional $119,318 of interest to principal as of December 31, 2018 as a result of the forbearance agreements mentioned above.
g) On February 20, 2018, the Company issued a $131,250 convertible note, which is unsecured, bears interest at 8% per annum, and is due on February 20, 2019. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days prior including the date the conversion notice is received by the Company. As at December 31, 2018, accrued interest of $9,043 (2017 - $nil) has been recorded in accounts payable and accrued liabilities.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability and related financing costs resulted in a discount to the convertible note of $108,050. The carrying value of the convertible note will be accreted over the term of the convertible note. During the year ended December 31, 2018, $93,826 (2017 - $nil) of accretion expense had been recorded. As at December 31, 2018, the carrying value of the debenture was $117,026 (2017 - $nil) and the fair value of the derivative liability was $28,782 (2017 - $nil).
h) On February 23, 2018, the Company issued a $131,250 convertible note, which is unsecured, bears interest at 8% per annum, and is due on February 23, 2019. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days prior including the date the conversion notice is received by the Company. As at December 31, 2018, accrued interest of $8,947 (2017 - $nil) has been recorded in accounts payable and accrued liabilities.
Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability and related financing costs resulted in a discount to the convertible note of $107,957. The carrying value of the convertible note will be accreted over the term of the convertible note. During the year ended December 31, 2018, $92,910 (2017 - $nil) of accretion expense had been recorded. As at December 31, 2018, the carrying value of the debenture was $116,202 (2017 - $nil) and the fair value of the derivative liability was $28,572 (2017 - $nil).
