Subsequent to year end, the Company has converted approximately $19,000 of their outstanding convertible debt as of March 31, 2019 and approximately $11,000 of accrued interest, into 3,000,000 shares of the Company’s common stock.

On April 9, 2019, the Company put to GHS for the issuance of 2,118,645 shares of common stock, at $0.14, for a total of $300,000. On April 23, 2019, the Company put to GHS for the issuance of 2,071,824 shares of common stock, at $0.14, for a total of $300,000. On May 6, 2019, the Company put to GHS for the issuance of 2,192,983 shares of common stock, at $0.14, for a total of $300,000. On May 21, 2019, the Company put to GHS for the issuance of 2,038,044 shares of common stock, at $0.15, for a total of $300,000. On May 31, 2019, the Company put to GHS for the issuance of 3,061,225 shares of common stock, at $0.10, for a total of $300,000.

On April 17, 2019, the Company entered into an 10% convertible promissory note for $110,000, with an OID of $10,000, for a purchase price of $100,000, which matures on January 23, 2020. During the first 180 days the convertible redeemable note is in effect, the Company may redeem the note at a prepayment percentage of 120% to 130% of the outstanding principal and accrued interest based on the redemption date’s passage of time ranging from 60 days to 180 days from the date of issuance of the debenture. Per the agreement, the Company is required at all times to have authorized and reserved three times the number of shares that is actually issuable upon full conversion of the note. In the event of default, as set forth in the agreement, the outstanding principal balance increases to 150%. In addition to standard events of default, an event of default occurs if the common stock of the Company shall lose the "bid" price for its Common Stock, on trading markets, including the OTCBB, OTCQB or an equivalent replacement exchange. If the Company enters into a 3 (a)(9) or 3(a)(10) issuance of shares there are liquidation damages of 25% of principal, not to be below $15,000. The Company must also obtain the noteholder's written consent before issuing any new debt. The note is convertible at a fixed conversion price of $0.124. If an event of default occurs, the fixed conversion price is extinguished and replaced by a variable conversion rate that is 70% of the lowest trading prices during the 20 days prior to conversion. The fixed conversion price shall reset upon any future dilutive issuance of shares, options or convertible securities. The conversion feature at issuance meets the definition of conventional convertible debt and therefore qualifies for the scope exception in ASC 815-10-15-74(a) and would not be bifurcated and accounted for separately as a derivative liability. The Company analyzed the conversion feature under ASC 470-20, “Debt with conversion and other options”, and based on the market price of the common stock of the Company on the date of funding as compared to the conversion price, determined there was an approximately $59,000 beneficial conversion feature to recognize, which will be amortized over the term of the note using the effective interest method.