Annual report pursuant to Section 13 and 15(d)

DERIVATIVE LIABILITY

v3.20.1
DERIVATIVE LIABILITY
12 Months Ended
Dec. 31, 2019
DERIVATIVE LIABILITY  
NOTE 5. DERIVATIVE LIABILITY

On March 1, 2019, the Company borrowed $29,000 under a convertible promissory note agreement from an unrelated party that is due upon demand from the investor. On May 3, 2019, the Company borrowed $31,000 under a convertible promissory note agreement from an unrelated party that is due upon demand from the investor. On October 26, 2019, the Company borrowed $10,000 under a convertible promissory note agreement from an unrelated party that is due upon demand from the investor. All three notes bear interest at a rate of 10% per annum and are convertible into the Company’s common shares at a variable conversion price based on a 50% discount of the market price at an undetermined future date. The Company analyzed the conversion features of the note agreement for derivative accounting consideration under ASU 2017-11 (ASC 815-15 Derivatives and Hedging), and determined the embedded conversion features should be classified as a derivative because the exercise price of the convertible note is subject to a variable conversion rate and should therefore be accounted for at fair value under ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments. In accordance with ASC 815-15, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

 

The embedded derivative for the notes is carried on the Company’s balance sheet at fair value. The derivative liability is marked to market each measurement period and any unrealized change in fair value is recorded as a component of the statement of operations and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility from 190% to 270%, (2) risk-free interest rate from 1.55% to 1.66%, and (3) expected life from 6 months to 1 year. On March 1, 2019, the date of the first note, the fair value of the embedded derivative was $28,000. On May 3, 2019, the date of the second note, the fair value of the embedded derivative was $28,100. On October 26, 2019, the date of the third note, the fair value of the embedded derivative was $8,700. The notes carried an embedded conversion feature of $64,800 that was fully amortized to as interest expense  during the year ended December 31, 2019. The fair value of the embedded derivative is $60,650 and is recorded on the balance sheet as a derivative liability at December 31, 2019. The note was not converted during the year ended December 31, 2019. Utilizing level 3 inputs, the Company recorded a fair market value gain of $4,150 and none during the year ended December 31, 2019.

   

A summary of the activity of the derivative liability is shown below:

 

Balance at December 31, 2018 

 

$ -

 

Fair value of derivatives issued

 

 

64,800

 

Fair market value adjustments        

 

 

(4,150 )

Balance at September 30, 2019      

 

$ 60,650