NOTE 3. DEBT | October 31, 2019 April 30, 2019 Notes Payable: Nov.18, 2015. Interest at 8% and principal payable on demand. In Default $ 100,000 $ 100,000 June. 6, 2016. Interest at 4% and principal payable on demand. 10,000 10,000 Aug. 4, 2016. Interest at 8% and principal payable on demand. 35,000 35,000 Sep. 27, 2016. Interest at 4% and principal payable on demand. 30,000 30,000 Sep. 29, 2016. Interest at 4% and principal payable on demand. 5,000 5,000 Sept. 29, 2016. Interest at 4% and principal payable on demand. 30,000 30,000 Oct. 3, 2016. Interest at 4% and principal payable on demand. 20,000 20,000 Sep. 25, 2019. Interest at 8% and principal and interest due Mar. 25, 2020 70,000 - Less: Debt discount (11,773 ) - Total Notes Payable $ 288,227 $ 230,000 At October 31, 2019 and April 30, 2019, the Company has recorded $300,000 and $230,000 of Notes Payable, respectively. Of these amounts, $230,000 is from seven third parties and the principal and interest are payable on demand with an interest rate from 4% to 8% annually. On September 25, 2019, the Company received $55,284 of net proceeds from the issuance of a $70,000 face value note payable with debt issue costs paid to or on behalf of the lender of $5,500 and an original issue discount of $9,216. Additionally, the lender directly paid $11,000 to a third party for the purchase for the Company of office equipment that is recorded as property and equipment at October 31, 2019. The terms include interest accrued at 8% annually and the principal and interest payable is payable in six months on March 25, 2020. On the note issue date of September 25, 2019, the Company recorded the following debt discounts as offsets to the $70,000 Note Payable and will be amortized over the six-month term: (1) original issue discount of $9,216 and (2) debt issue costs of $5,500. For the period from the note issue date of September 25, 2019 to October 31, 2019, the Company recorded $2,943 for amortization of the debt discounts discussed above and recorded to interest expense in the accompanying unaudited Statement of Operations. The promissory note specifies that in the event that the Company completes any offering or sale of securities after the date of the promissory note, the proceeds of each such offering shall first be applied to the repayment of the promissory note until the same shall have been paid and satisfied in full. The promissory note also specifies that on or before December 31, 2019, the Company shall have had a special meeting of the stockholders of the Company for the purpose of electing a duly elected and constituted board of directors. See Note 7 – Commitments and Contingencies. For the six months ended October 31, 2019, the Company recorded $7,360 of interest expense in the accompanying Statement of Operations and at October 31, 2019, the Company has recorded $54,433 of interest related to the Notes Payable as accrued interest in the accompanying unaudited Balance Sheet. Additionally, included in the above is a $100,000 Note Payable dated November 18, 2015 that is in default and the Company has recorded a $5,400 late fee as accrued expense in the accompanying unaudited Balance Sheet at October 31, 2019. See Note 2 – Accrued Expenses. October 31, 2019 April 30, 2019 Notes Payable, Related Party : Aug. 28, 2015. No stated interest and principal payable on demand. $ 2,300 $ 2,300 At October 31, 2019 and April 30, 2019, the Company has previously recorded $2,300 of Notes Payable, Related Party from a former officer of the Company. There is no formal agreement and no interest is being accrued by the Company with the principal due on demand. October 31, 2019 April 30, 2019 Convertible Unsecured Notes Payable : Apr. 14, 2016 - Interest at 5% - principal and interest due 12 months from issuance date. In Default $ 50,000 $ 50,000 May 2, 2019 - Interest at 10% - principal and interest due May 2, 2020. 100,000 - May 8, 2019 - Interest at 12% - principal and interest due February 8, 2020. 150,000 - Plus: put premium 66,667 - Less: debt discount (84,967 ) - Total Convertible Unsecured Notes Payable, net of debt discount and put premium $ 281,700 $ 50,000 At October 31, 2019, the Company has previously recorded $50,000 of convertible unsecured notes payable. The terms include interest accrued at 5% annually and the principal and interest was payable in one year on April 14, 2017. The unsecured convertible promissory note is in default at October 31, 2019 and the note holder has several remedies including calling the principal amount and accrued interest due and payable immediately. The note holder at its sole discretion, has the right to convert the principal amount, along with all accrued interest, into shares of the Company’s common stock at the conversion price of $0.30 per share, or 196,253 shares of common stock at October 31, 2019. For the six months ended October 31, 2019, the Company recorded $1,260 of interest expense in the accompanying unaudited Statement of Operations and at October 31, 2019, the Company has recorded $8,876 of interest related to the convertible unsecured note payable as accrued interest in the accompanying unaudited Balance Sheet. Convertible Unsecured Promissory Note – May 2, 2019 On May 2, 2019, the Company signed a Securities Purchase Agreement (“SPA”) with an investor that provides for the issuance of two 10% convertible promissory notes in the aggregate principal amount of $200,000, comprised of a First Note of $100,000 and a Back-End Note of $100,000, convertible into shares of common stock of the Company. The First Note shall be paid for by the Company as detailed below. The Back-End Note shall be paid for by the issuance of an offsetting secured promissory note issued by the investor to the Company (“Buyer Note”), provided that prior to conversion of the Back-End Note, the Investor must have paid of the Buyer Note in cash such that the Back-End Note may not be converted until it has been paid for in cash by the Investor. The Company may reject the Back-End Note by giving thirty (30) day prior written notice. Such notice must be given 30 days prior to the six (6) month anniversary of the Back-End Note. The cash funding of the Back-End Note shall be contingent on the Company maintaining a closing bid price in excess of $0.008 per share at all times. On May 2, 2019 (the Original Issue Date (OID), the Company received $85,450 of net proceeds for working capital purposes from the issuance of a $100,000 face value convertible redeemable promissory note (First Note”) with debt issue costs paid to or on behalf of the lender of $12,400 and an original issue discount of $2,150. The terms include interest accrued at 10% annually and the principal and interest payable is payable in one year on May 2, 2020. All interest will be paid in common stock of the Company. Any amount of the principal or interest on this First Note which is not paid when due shall bear Interest at the rate of the lower of Twenty-four Percent (24%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. The First Note is exchangeable for an equal principal amount of notes of different denominations, as requested by the lender surrounding the same. 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 Sixty Percent (60%) of the of the average of the two lowest trades of the Common Stock during the fifteen (15) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. The principal amount of the First Note, initially $100,000, may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs. Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount. Date of Note Satisfaction Payment Amount 0 to 60 days after the OID 112% of principal amount plus accrued interest 61 to 120 days after the OID 124% of principal amount plus accrued interest 121 to 180 days after the OID 136% of principal amount plus accrued interest The Company evaluated the First Note in accordance with ASC 480 “ Distinguishing Liabilities From Equity Regardless of changes in the fair value of the Company’s Common Stock, the lender will receive $166,667 of value at settlement because the monetary value of the obligation does not change. The lender does not benefit if the fair value of the Company’s Common Stock increases and does not bear the risk that the fair value of the Company’s Common Stock might decrease. In accordance with ASC 480, the First Note was classified as stock settled debt and on the note issue date of May 2, 2019, the Company recorded a $66,667 put premium liability with an offset to interest expense in the accompanying unaudited Statement of Operations. On May 2, 2019, the Company recorded the following as offsets to the First Note to be amortized over the 1-year term: (1) original issue discount of $2,150 and (2) debt issue costs of $12,400. For the period from May 2, 2019 to October 31, 2019, the Company recorded $7,255 for amortization of the debt discounts to interest expense in the accompanying unaudited Statement of Operations. See Note 8 – Subsequent Events for partial conversion. Convertible Unsecured Promissory Note – May 8, 2019 On May 8, 2019, the Company signed a SPA with an Investor that provides for the issuance of a 12% convertible promissory note in the principal amount of $150,000. In connection with the issuance of the promissory note, the Company will issue a common stock purchase warrant to the Investor to purchase 1,500,000 shares of the Company common stock as a commitment fee. See Note 8 – Subsequent Events. On May 8, 2019, the Company received $121,750 of net proceeds for working capital purposes from the issuance of a $150,000 face value convertible promissory note with debt issue costs paid to or on behalf of the lender of $28,250. The terms include interest accrued at 12% annually and the principal and any amount of the principal or interest on the promissory note which is not paid when due shall bear interest at the rate of the lower of twenty-four percent (24%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. 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, accrued interest and $750 of conversion fees 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 the lower of (1) the lowest trade during the previous twenty-five (25) trading days or (2) Sixty-One Percent (61%) of the of the lowest trade during the twenty-five (25) trading days immediately preceding a conversion date. The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. The promissory note contains customary affirmative and negative covenants of the Company. In relation to the promissory note, the Company issued the lender a common stock purchase warrant with a three (3) year term to acquire 1,500,000 shares of common stock of the Company at an exercise price of $0.10 per share. See Note 5 – Stock Based Compensation. The principal amount of the promissory note, initially $150,000, may be prepaid in full solely during the dates set forth below, which shall be subject to the following upward adjustments, subject to the payment period upon which the date all amounts hereunder are paid in full by the Borrower occurs, as follows: Date of Note Satisfaction Payment Amount 0 to 90 days after the Issue Date 125% of principal amount plus accrued interest 91 to 180 days after the Issue Date 135% of principal amount plus accrued interest Subsequent to 180 days after the Issue Date, the Company has no right or option to prepay the principal amount. The Company evaluated the promissory note in accordance with ASC 815 “ Derivatives and Hedging The Company evaluated the warrant and determined that there was no embedded conversion feature as the warrant contained a set exercise price with an adjustment only based upon customary items including stock dividends and splits, subsequent rights offerings and pro-rata distributions. The Company calculated the relative fair value between the note and the warrant on the issue date utilizing the Black Scholes Pricing Model for the warrant. As a result, the Company allocated $24,960 to the warrant and recorded as debt discount with an offset to additional paid in capital. The warrant calculation used the following assumptions; stock price $0.02, warrant exercise price $0.10, expected term of 3 years, expected volatility of 383% and discount rate of 2.38%. On the note issue date of May 8, 2019, the Company recorded the following debt discounts as offsets to the $150,000 promissory note and will be amortized over the nine-month term of the note: (1) debt issue costs of $28,250, (2) warrant fair value of $24,960 and (3) conversion option liability of $96,790. As a result, the Company recorded a $326,275 expense for the initial fair value of the conversion option liability, recorded as a separate item in Other Income (Expense). For the period from the note issue date of May 8, 2019 to October 31, 2019, the Company recorded $25,657 for amortization of the debt discounts discussed above and recorded to interest expense in the accompanying unaudited Statement of Operations. See Note 8 – Subsequent Events for partial conversion. The Company performed a revaluation of the conversion option liability using the Binomial Lattice Pricing Model at October 31, 2019 that resulted in a value of $610,817 with the following assumptions; stock price $0.015, conversion price $0.0037, expected term of 0.27 years, expected volatility of 456% and discount rate of 1.51%. As a result, the Company recorded $163,955 of a loss from the change in the fair value of conversion option liability, recorded in Other Income (Expense) in in the accompanying unaudited Statement of Operations for the six months ended October 31, 2019. The change in the conversion option liability assumed that 40,983,607 shares would be issued upon conversion of the promissory note at October 31, 2019. October 31, 2019 April 30, 2019 Convertible Secured Note Payable: Mar. 9, 2016 - Principal and interest at 10% due June 9, 2017. IN DEFAULT with interest recorded at default rate of 22% $ 65,000 $ 85,000 May 17, 2018 - Principal and interest at 8% due May 17, 2019. IN DEFAULT with interest recorded at default rate of 18% 80,000 80,000 Less: debt discount - (10,083 ) Plus: put premium 85,476 - Total Convertible Secured Notes Payable $ 230,476 $ 154,917 Convertible Secured Note Payable - #1 At October 31, 2019, the Company has recorded a remaining balance of $65,000 from an original $550,000 face value convertible secured promissory note. See Note 8 – Subsequent Events for additional conversions. On June 18, 2019, the lender elected to convert $10,000 of the principal amount of the promissory note into 900,901 shares of common stock. On October 28, 2019, the lender elected to convert $10,000 of the principal amount of the promissory note into 2,173,913 shares of common stock. As a result of these conversions, the promissory note balance is $65,000 at October 31, 2019. See Note 4 – Stock. The Company calculated a conversion price of $0.014 per share for the promissory note balance of $65,000 that would convert into 4,563,056 shares of common stock at October 31, 2019. The promissory note was due and payable on June 9, 2017 and as a result, is in default at October 31, 2019. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company. The Company reevaluated the promissory note in accordance with ASC 480 “ Distinguishing Liabilities From Equity The Company is accruing interest at the default rate of twenty-two percent (22%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. During the six months ended October 31, 2019, the Company recorded $8,595 of interest expense in the accompanying unaudited Statement of Operations and at October 31, 2019, $98,987 of accrued interest was recorded in the accompanying unaudited Balance Sheet. Convertible Secured Note Payable - #2 At October 31, 2019, the Company has recorded $80,000 from the issuance of a convertible secured promissory note dated May 17, 2018 with terms including interest accrued at 10% annually and the principal and interest payable on May 17, 2019. The promissory note is in default at October 31, 2019. However, the lender has not notified the Company of the default in writing but, the lender has several remedies including calling the principal amount and accrued interest due and payable immediately. The promissory note includes customary affirmative and negative covenants of the Company. The Company calculated a conversion price of $0.004 per share for the promissory note balance of $80,000 that would convert into 20,512,821 shares of common stock at October 31, 2019. The Company evaluated the promissory note in accordance with ASC 480 “ Distinguishing Liabilities From Equity Effective May 17, 2019, the Company is accruing interest at the default rate of eighteen percent (18%) per annum, or the highest rate permitted by law, from the due date thereof until the same is paid. During the six months ended October 31, 2019, the Company recorded $8,872 of interest expense in the accompanying unaudited Statement of Operations and at October 31, 2019, $14,991 of accrued interest was recorded in the accompanying unaudited Balance Sheet. |