On December 3, 2014, Lanphere Law Group, a related party and the Company’s largest shareholder, entered into an agreement with the Company to convert 50% of its outstanding accounts payable of $428,668 to a note payable. This note payable represents one half of the balance in the amount of $214,334 of legal fees and costs owed up until October 31, 2014. This agreement further provided that the remaining 50% of unpaid legal fees in accounts payable were to be paid and retained as a current payable. In addition, 50% of the legal fees and costs incurred beginning with the legal services provided to the Company on November 1, 2014 are to be converted on a monthly basis to common stock at a price of $0.09 per share until the accounts payable balance for legal fees is paid current. The Company has recorded to equity, a total related party gain connected to these conversions during the three month period ended March 31, 2020 and 2019 of none and $8,113, respectively. The Company converted the remaining payables to common stock through a separate agreement and there are no more payables to convert as of March 31, 2020.

On July 1, 2015, the Company amended the December 3, 2014 note payable agreement with Lanphere Law Group, a related party and the Company’s largest shareholder, which forgave $108,000 of the note payable’s principal balance. This debt forgiveness decreased the original principal balance on the note of $214,334 to a new principal balance of $106,335, and a related party gain of $108,000 was recorded to additional paid-in capital. This amendment also extended the note payable’s due date to December 2, 2015. The note was converted to common stock during the three months ended March 31, 2020.

On March 8, 2017, Lanphere Law Group, a related party and the Company’s largest shareholder, irrevocably elected to exercise warrants in order to acquire 32,248,932 shares of the Company’s common stock in exchange for an aggregate exercise price of $112,871, which was used for the deduction of $74,672 of principal and $38,199 of accrued interest related to the December 3, 2014 note payable agreement with Lanphere Law Group. The forgiveness of the note payable principal of $74,672 was recorded to equity and the $38,199 of related accrued interest was also recorded to equity. The principal balance of the note after the debt deduction was $31,662. On January 3, 2020, the note payable principal balance of $31,662 was converted to 316,620 common shares at a per share price of $0.10. As of March 31, 2020 and December 31, 2019, the principal balance of this note was none and $31,662, respectively. As of March 31, 2020 and December 31, 2019, the accrued interest on this note was none and $9,508, respectively.

On January 3, 2020, the Company entered into two Debt Conversion and Common Stock Purchase Agreements with Michael Lanphere, one of the Company’s officers, under which he agreed to exercise and the Company agreed to issue an aggregate of 15,103,261 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Lanphere under two promissory notes. Mr. Lanphere’s option to acquire the shares was under the terms of certain Loan Agreement with Promissory Note and Stock Fees agreements entered into with the Company and Mr. Lanphere on April 17, 2019 and July 17, 2019. The amount of the debt reduction and, therefore the purchase price of the shares was an aggregate of $65,875 which was used for the deduction of related party notes payable principal of $65,875. Pursuant to the terms of the promissory note dated April 17, 2019, 6,000,000 of the shares were issued on January 3, 2020 at an effective conversion price of $0.0040, and pursuant to the terms of the promissory note dated July 17, 2019, 9,103,261 of the shares were issued on January 3, 2020 at an effective conversion price of $0.0046. After this exercise, Lanphere Law Group owns no warrants to shares of our common stock.

On January 3, 2020, the Company entered into another Debt Conversion and Common Stock Purchase Agreement with Michael Lanphere, one of the Company’s officers, under which the Company agreed to issue 2,102,854 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Lanphere under numerous other remaining promissory notes. The amount of the debt reduction and, therefore the purchase price of the shares was $210,285 which was used for the deduction of related party notes payable principal of $169,606 and accrued interest of $40,679. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $42,000 and accounted for it as additional paid-in capital. The common shares were issued on January 3, 2020 at an effective conversion price of $0.10 per share.

On January 3, 2020, the Company entered into a Debt Conversion and Common Stock Purchase Agreement with Vernon Justus, a related party, under which the Company agreed to issue 2,825,880 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Justus under a promissory note. The amount of the debt reduction and, therefore the purchase price of the shares was $282,588 which was used for the deduction of a related party note payable principal of $180,001 and accrued interest of $102,587. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $57,000 and accounted for it as additional paid-in capital. The common shares were issued on January 3, 2020 at an effective conversion price of $0.10 per share.

On January 16, 2020, the Company entered into a Accounts Payable Conversion and Common Stock Purchase Agreement with Michael Lanphere, one of the Company’s officers, under which the Company agreed to issue 7,147,001 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Lanphere for unpaid legal bills. The amount of the debt reduction and, therefore the purchase price of the shares was $714,700 which was used for the deduction of related party payables of $714,700. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $408,000 and accounted for it as additional paid-in capital. The common shares were issued on January 16, 2020 at an effective conversion price of $0.10 per share.

On January 30, 2020, the Company entered into a Debt Conversion and Common Stock Purchase Agreement with Devadatt Mishal, one of the Company’s directors, under which the Company agreed to issue 16,628,835 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Mishal under numerous promissory notes. The amount of the debt reduction and, therefore the purchase price of the shares was $456,641 which was used for the deduction of related party notes payable principal of $270,300 and accrued interest of $186,500. The Company also recorded a loss on related party debt extinguishment of approximately $144,000. The common shares were issued on January 30, 2020 at an effective conversion price of $0.0275 per share.

On March 23, 2020, the Company entered into a Debt Conversion and Common Stock Purchase Agreement with Prakash Gadgil, one of the Company’s former directors, under which the Company agreed to issue 19,500 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Gadgil under a promissory note. The amount of the debt reduction and, therefore the purchase price of the shares was $1,950 which was used for the deduction of a related party note payable principal of $1,950. Based on the fair value of the shares issued, the Company recognized a related party gain of approximately $1,000 and accounted for it as additional paid-in capital. The common shares were issued on March 23, 2020 at an effective conversion price of $0.010 per share.

On March 9, 2020, the Company amended the Asset Purchase Agreement entered into with IDTEC, LLC (the “APA”) agreeing to the following:

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