NOTE 2. DEBT | July 31, 2017 April 30, 2017 Notes Payable: Note payable January 6, 2016. Interest at 8% and principal payable on demand. $ 100,000 $ 100,000 Note payable June 6, 2016. Interest at 4% and principal payable on demand. 10,000 10,000 Note payable August 4, 2016. Interest at 8% and principal payable on demand. 35,000 35,000 Note payable September 27, 2016. Interest at 4% and principal payable on demand. 30,000 30,000 Note payable September 29, 2016. Interest at 4% and principal payable on demand. 5,000 5,000 Note payable September 29, 2016. Interest at 4% and principal payable on demand. 30,000 30,000 Note payable October 3, 2016. Interest at 4% and principal payable on demand. 20,000 20,000 Total Notes payable $ 230,000 $ 230,000 On January 6, 2016, the Company received $100,000 of proceeds from the issuance of a promissory note and recorded as Note Payable at April 30, 2017 and 2016. The terms of the promissory note include interest accrued at 8% annually and the principal and interest payable on demand. Through July 31, 2017, the Company has accrued $10,676 of interest related to the promissory note and included in accrued interest in the accompanying unaudited Balance Sheet. On June 6, 2016, the Company received $10,000 of proceeds from the issuance of a promissory note and recorded as Note Payable. The terms of the promissory note include interest accrued at 4% annually and the principal and interest payable on demand. Through July 31, 2017, the Company has accrued $462 of interest related to the promissory note and included in accrued interest in the accompanying unaudited Balance Sheet. On August 4, 2016, the Company received $130,000 of proceeds from the issuance of a promissory note and recorded as Note Payable. The terms of the promissory note include interest accrued at 8% annually and the principal and interest payable on demand. On (1) January 26, 2017, (2) February 16, 2017, (3) March 2, 2017 and (4) March 6, 2017, the Company repaid (1) $25,000, (2) $25,000 and (3) $20,000 and (4) $25,000 of principal and the outstanding balance of the promissory note is $35,000 at July 31, 2017. Through July 31, 2017, the Company has accrued $5,941 of interest related to the promissory note and included in accrued interest in the accompanying unaudited Balance Sheet. On September 27, 2016, the Company received $30,000 of proceeds from the issuance of a promissory note and recorded as Note Payable. The terms of the promissory note include interest accrued at 4% annually and the principal and interest payable on demand. Through July 31, 2017, the Company has accrued $1,012 of interest related to the promissory note and included in accrued interest in the accompanying unaudited Balance Sheet. On September 29, 2016, the Company received $5,000 of proceeds from the issuance of a promissory note and recorded as Note Payable. The terms of the promissory note include interest accrued at 4% annually and the principal and interest payable on demand. Through July 31, 2017, the Company has accrued $167 of interest related to the promissory note and included in accrued interest in the accompanying unaudited Balance Sheet. On September 29, 2016, the Company received $30,000 of proceeds from the issuance of a promissory note and recorded as Note Payable. The terms of the promissory note include interest accrued at 4% annually and the principal and interest payable on demand. Through July 31, 2017, the Company has accrued $1,006 of interest related to the promissory note and included in accrued interest in the accompanying unaudited Balance Sheet. On October 3, 2016, the Company received $20,000 of proceeds from the issuance of a promissory note and recorded as Note Payable. The terms of the promissory note include interest accrued at 4% annually and the principal and interest payable on demand. Through July 31, 2017, the Company has accrued $662 of interest related to the promissory note and included in accrued interest in the accompanying unaudited Balance Sheet. July 31, 2017 April 30, 2017 Notes Payable, Related Party: Notes payable, related party. Seven (7) separate loans beginning on February 11, 2015 with last loan on August 28, 2015. No interest and principal payable on demand. $ 2,300 $ 2,300 From February to July 2015, an officer of the Company provided $15,300 of funds for working capital requirements. There is no formal agreement and no interest is being accrued by the Company with the principal due on demand. During the three months ending October 31, 2015, the Company repaid $15,000 of these funds leaving a balance outstanding of $300. Additionally, on August 28, 2015, the officer personally repaid $20,000 of notes payable (see below). As a result, the outstanding balance owed to the officer was $20,300 at April 30, 2016. On (1) January 17, 2017, (2) February 1, 2017 and (3) February 2, 2017, the Company repaid (1) $5,000, (2) $2,000 and (3) $11,000 of principal and the outstanding balance of the note payable is $2,300 at July 31, 2017, recorded as Notes Payable Related Parties in the accompanying unaudited Balance Sheet. See Note 5 Related Party Transactions. July 31, 2017 April 30, 2017 Convertible Unsecured Notes Payable: Unsecured convertible promissory note payable Interest accrued at 5% and principal and interest due 12 months from the issuance date. $ 50,000 $ 50,000 On April 14, 2016, the Company received $50,000 of proceeds from the issuance of an unsecured convertible promissory note for working capital purposes. The terms include interest accrued at 5% annually and the principal and interest payable in one year on April 14, 2017. The note holder at its sole discretion, has the right to convert the principal amount, along with all accrued interest, into shares of the Companys common stock at the conversion price of $0.30 per share. Through July 31, 2017, the Company has accrued $3,246 of interest related to the unsecured convertible promissory note and included in accrued interest in the accompanying unaudited Balance Sheet. The unsecured convertible promissory note is in default at July 31, 2017 and the note holder has several remedies including calling the principal amount and accrued interest due and payable immediately. July 31, 2017 April 30, 2017 Convertible Secured Note Payable: Secured convertible promissory note payable originally issued March 9, 2016 - Interest accrued at 22% default rate - principal and interest due June 9, 2017 $ 120,000 $ 170,000 Less: debt discount - (24,213 ) Total Convertible Secured Notes Payable, net of debt discount $ 120,000 $ 145,787 On March 9, 2016 (the Original Issue Date (OID), the Company received $445,000 of net proceeds for working capital purposes from the issuance of a $550,000 face value convertible secured promissory note with debt issue costs paid to or on behalf of the lender of $55,000. The terms include interest accrued at 10% annually and the principal and interest payable are payable in one year on March 9, 2017. Any amount of the principal or interest which is not paid when due shall bear Interest at the rate of the lower of Twenty-Two Percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. At July 31, 2017, $62,977 of accrued interest was recorded in the accompanying unaudited Balance Sheet. The lender has the right at any time after the effective date, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest into shares of common stock of the Company, subject to certain conversion limitations set forth in the promissory note and certain price protection described below, as per the conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. The Conversion Price is equal to seventy percent (70%) of the average of the lowest three VWAPs of the Common Stock during the twenty (20) Trading Days immediately preceding a Conversion Date. The promissory note contains customary affirmative and negative covenants of the Company. The Conversion Price is subject to full ratchet and other customary anti-dilution protections. As collateral security, the promissory note is secured by all collateral granted by a former officer of the Company to the Holder, including but not limited to two million (2,000,000) shares of Common Stock, in accordance with the terms and conditions of a Pledge Agreement by and between the former officer and the lender, dated as of the OID. On March 9, 2017, the Company and the Lender of the above convertible secured promissory note with a remaining principal balance of $215,000 on that date, executed a forbearance agreement extending the note expiration date from March 9, 2017 to June 9, 2017. The terms of the forbearance agreement included that the Company (1) will have paid all remaining principal and accrued interest by June 9, 2017, (2) will issue 500,000 shares of common stock to the lender, (3) will pay the lenders legal fees estimated to be approximately $2,000 before April 30, 2017, (4) will issue the lender 500,000 warrants to purchase common stock at $0.10 per share with a three-year term and (5) the outstanding principal balance of the note will bear interest at the Default Interest rate of twenty-two percent (22%), as defined in the note agreement. See Note 7 Subsequent Events. The Company evaluated the forbearance agreement as to whether it was an extinguishment or modification of debt. In concluding on the accounting, the Company evaluated ASC 470-50, Debtors Accounting for a Modification or Exchange of Debt Instruments. The Company determined that the forbearance agreement was not an extinguishment of debt or a material modification. The Company will adjust the carrying amount of the debt for any premium or discount, including stock and warrant issuances, and will amortized over the modification period of three months through June 9, 2017. The Company evaluated the warrant and determined that there was no derivative treatment required as the warrant contained a fixed exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings and pro rate distributions. The Company calculated the relative fair value between the outstanding principal of the note ($215,000) and the warrant on March 9, 2017 utilizing the Black Scholes Pricing Model for the warrant. The Company allocated $28,015 to the warrant which was recorded as a debt discount with an offset to additional paid in capital in the accompanying financial statements. The Company valued the 500,000 shares of common stock issued to the lender based upon the quoted market price of $0.08 on March 9, 2017, the date of grant, or $40,000, recorded as a debt discount with an offset to additional paid in capital. In total on the forbearance date of March 9, 2017, the Company recorded the following debt discounts as offsets to the note which were amortized over the 90-day term of the forbearance agreement through June 9, 2017: (1) warrant relative fair value of $28,015 and (2) common stock relative fair value effective March 9, 2017. From March 9, 2017 through April 30, 2017, the Company recorded amortization of the debt discount to interest expense in the amounts of (1) $16,187 against the warrant relative fair value of $28,015 and (2) $16,947 against the common stock relative fair value. At April 30, 2017, the remaining combined warrant and stock unamortized debt discount was $24,213 and classified as an offset to the $170,000 note balance. From May 1, 2017 through July 31, 2017, the Company recorded amortization of the remaining debt discount of $24,213 to interest expense in the accompanying unaudited Statement of Operations in the amounts of (1) $11,829 against the warrant relative fair value and (2) $12,384 against the common stock relative fair value. As a result, the debt discount has been amortized in full at July 31, 2017. From March 9, 2016 through April 30, 2017, the lender elected to convert $380,000 of the principal amount of the note into 5,409,226 shares of common stock resulting in a note balance of $170,000 at April 30, 2017. From May 1, 2017 through July 31, 2017, the lender elected to convert $50,000 of the principal amount of the note into 1,503,741 shares of common stock resulting in a note balance of $120,000 at July 31, 2017. |