NOTE 12 – SUBSEQUENT EVENTS

Exercise of Warrants

On January 25, 2021, the Company issued 2,500 shares of common stock from the exercise of 2,500 Series B Warrants and the Company received gross proceeds of $100,000.

Additionally, on February 4, 2021, the Company issued 63,750 shares of common stock and 136,249 common shares are considered issuable from the alternate cashless exercise of 1 Series C warrant.

Note Conversions

From January 1, 2021 through February 6, 2021, the Company issued an aggregate of 1,834,604 shares of its common stock at an average contractual conversion price of $0.14, ranging from $0.13 to $0.17, as a result of the conversion of principal of $227,021, interest of $33,157 and conversion fees $3,000 underlying certain outstanding convertible notes converted during such period. The Company reclassified $134,212 in put premiums to additional paid in capital following conversions between January 2021 and February 2021.

Common Stock Issuable

The 147,099 shares of common stock issuable as of December 31, 2020 were issued in January 2021.

Convertible Note Payable

Effective January 5, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc.(“Geneva Roth”), pursuant to which Geneva Roth purchased a convertible promissory note (the “January 5, 2021 Geneva Roth”) from the Company in the aggregate principal amount of $68,500, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Geneva Roth any time after the six month anniversary of the January 5, 2021 Geneva Roth. The January 5, 2021 Geneva Roth contains an original discount of $3,500. The Company intends to use the net proceeds from the January 5, 2021 Geneva Roth for general working capital purposes.

The maturity date of the January 5, 2021 Geneva Roth Note is January 5, 2022. The January 5, 2021 Geneva Roth Note bears interest at a rate of 8% per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock; but shall not be payable until the January 5, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

During the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the January 5, 2021 Geneva Roth Note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110% to 129% as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay the January 5, 2021 Geneva Roth Note.

The conversion price for the January 5, 2021 Geneva Roth Note shall be equal to a 35% discount of the market price which means the average of the lowest three trading prices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion. Notwithstanding the foregoing, Geneva Roth shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Geneva Roth and its affiliates, exceeds 9.99% of the outstanding shares of the Company’s common stock. The note is treated as stock settled debt under ASC 480 and accordingly the Company recorded a $36,885 put premium.

The January 5, 2021 Geneva Roth Note contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions.

Shares issued for services

On January 29, 2021, the Company issued 140,503 shares of the Company’s common stock to a consultant for services rendered in January 2021. The Company issued 140,503 shares of the Company’s common stock valued at $0.51 per share, being the closing price of the stock on the date of grant to such consultant, or $71,656.