NOTE 8 – CONVERTIBLE NOTES PAYABLE

On January 14, 2019, under the terms of a Securities Purchase Agreement, we issued a Convertible Promissory Note in the amount of $65,000 (the “Note”) to Power Up Lending Group Ltd. (“Power Up”). The Note bears interest at a rate of twelve percent (12%) per year and is due one (1) year from the date of issue. Beginning 180 days from the issue date, the Note is convertible to our common stock at a price equal to 61% of the Market Price, which is defined as the lowest trading price for our common stock during the 15 trading days prior to the conversion notice. Conversions under the Note are limited such that the holder may not convert the Note to the extent that the number of shares of common stock issuable upon the conversion would result in beneficial ownership by the holder and its affiliates of more than 4.99% of our outstanding shares of common stock. In the event of any default, the Note will bear interest at a rate of 22% per year. The Note may be pre-paid at a premium for the first 150 days after issue, with the pre-payment amount ranging from 115% of the balance to 140% of the balance. After 150 days from issue, pre-payment of the Note is not allowed.

For the three months ended March 31, 2019, the Company recorded $84,500 in principal amount of original issue discount convertible notes for an aggregate purchase price of $65,000, as there is an intent to prepay the obligation.

Total amortization of debt discounts for the convertible debentures amounted to $17,595 and $0 for the three months ended March 31, 2019 and 2018, respectively, and is recorded on its statement of operations as interest expense.

At March 31, 2019 and 2018, outstanding balance of convertible debentures was $84,500 and $0, respectively.