NOTE 6 - DEBT, COMMITMENTS AND CONTINGENCIES

Debt consists of the following:

On August 14, 2017, the Company entered into a unit purchase agreement (the “Unit Purchase Agreement”) with certain accredited investors providing for the sale of up to $5,500,000 of 5% secured convertible promissory notes (the “Convertible Notes”), which are convertible into shares of the Corporation’s common stock, and the issuance of warrants to purchase 6,875,000 shares of the Company’s Common Stock (the “Warrants”). The Convertible Notes are convertible into shares of the Company’s Common Stock at the lesser of (i) $0.80 per share or (ii) the closing bid price of the Company’s common stock on the day prior to conversion of the Convertible Note; provided that such conversion price may not be less than $0.40 per share. The Warrants have an exercise price of $1.20 per share. The Convertible Notes mature on May 31, 2018 and bear interest at the rate of 5% per annum. In two closings of the Unit Purchase Agreement, the Company issued all $5,500,000 in Convertible Notes to the investors. The investor has agreed to an extension of the maturity date of the note to December 31, 2019. As of September 30, 2018, the Company had an outstanding obligation pursuant to the Convertible Notes in the amount of $999,106. Accrued interest as of September 30, 2018 was $132,390. During the three and nine months ended September 30, 2018 the interest expense were $19,446 and $59,513, and $73,622 and $73,622 for the three and nine months ended September 30, 2017, respectively.

During the three and nine months ended September 30, 2018, the amortization of debt discount were $0 and $2.3 million, and $0 and $789,392 for the three nine months ended September 30, 2017, respectively.

Office Lease

Effective June 1, 2018, the Company rented its corporate office at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, on a month to month basis. The monthly rent is $1,907. A security deposit of $3,815 has been paid.

Legal Proceedings

Feinberg Litigation

On March 27, 2018, Jeffrey Feinberg, joined by the Jeffrey L. Feinberg Personal Trust and the Jeffrey L. Feinberg Family Trust, filed a complaint against the Company and certain of its former officers and directors. The complaint was filed in the Supreme Court of the State of New York, County of New York. On June 15, 2018, defendants filed a motion to dismiss all claims asserted in the complaint and, on July 27, 2018, plaintiffs filed an opposition to that motion. The motion to dismiss has been submitted for resolution by the court, with a hearing set for January 15, 2019. In addition, on June 15, 2018, defendants filed a motion for a protective order declaring that no discovery should proceed in the case pending the resolution of defendants’ motion to dismiss the complaint. On July 27, 2018, plaintiffs filed a statement of non-opposition to the motion for a protective order. Accordingly, all discovery in the case is effectively stayed pending the resolution of defendants’ motion to dismiss.

Ramirez Litigation

On July 20, 2018, Tony Ramirez filed a complaint against the Company and certain of its former directors. The complaint was filed in the United States District Court for the Central District of California. Mr. Ramirez alleges that he was and is a shareholder of the Company, and purports to assert a single claim under Section 14(a) of the Securities and Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder. The defendants were recently served with the complaint, and have not yet responded to the complaint.