| NOTE 3 - DEBT | NOTE 3 – DEBT January 31, 2022 April 30, 2021 Notes Payable: Aug 28, 2015. No stated interest and principal payable on demand. (Reclassed from Related Party) $ 2,300 $ 2,300 Nov.18, 2015. Interest at 8% and principal payable on demand. In Default 100,000 100,000 Jun. 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 . In Default 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 Sep. 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 In Default with interest recorded at 22% default rate 70,000 70,000 Apr. 9, 2020.Interest at 8% and principal due Oct. 9, 2020 In Default with interest recorded at 24% default rate 30,000 30,000 Jul. 31, 2021. Interest at 10% and principal and interest due Jul. 31, 2022 55,000 - Total Notes Payable $ 387,300 $ 332,300 NOTE 3 – DEBT At January 31, 2022 and April 30, 2021, the Company has recorded $387,300 and $332,300 of Notes Payable, respectively. The $387,300 of Notes Payable at January 31, 2022 includes $232,300 from eight third parties and the principal and interest are payable on demand with an interest rate ranging from 4% to 8% annually. Included in the $232,300 balance are the following in default at October 31, 2021 (1) a $100,000 Note Payable dated November 18, 2015, for which the lender requested payment, and the Company recorded a $5,400 late fee that is included in accrued expenses in the accompanying Balance Sheets at January 31, 2022 and April 30, 2021, (2) a $35,000 Note Payable dated August 4, 2016, for which the lender requested payment effective May 1, 2021, and the Company has recorded a $1,750 late fee that is included in other income (expense) in the accompanying Statement of Operations for the nine months ended January 31, 2022 and is included as accrued expenses in the accompanying unaudited Balance Sheet at January 31, 2022, (3) a $70,000 Note Payable dated September 25, 2019 and due March 25, 2020 that the Company is recording default interest at a rate of 22% and (4) a $30,000 Note Payable dated April 9, 2020 and due October 9, 2020 that the Company is recording default interest at a rate of 22%. 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 January 31, 2022 and April 30, 2021. The terms include interest accrued at 8% annually and the principal and accrued interest were payable on March 25, 2020. The principal and accrued interest were not paid on the due date of March 25, 2020 and as a result, the note payable is in default and default interest at 22% is being utilized as of the due date. At January 31, 2022, the Company had not received an extension of the due date. See Note 7 – Commitments and Contingencies. On April 9, 2020, the Company received $30,000 of proceeds from the issuance of a note payable with terms including interest accrued at 8% annually and the principal and interest were payable in six months on October 9, 2020. The principal and accrued interest were not paid on the due date of October 9, 2020 and as a result, the note payable is in default and default interest at 24% is being utilized as of the due date. At January 31, 2022, the Company had not received an extension of the due date. See Note 7 – Commitments and Contingencies. On July 31, 2021, the Company recorded a $55,000 note payable with terms that include interest accrued at 10% annually and the principal and accrued interest are payable on July 31, 2022. The lender loaned the Company’s former CEO money which was then loaned to the Company for general corporate expenses in prior years. Certain of these amounts due to the former CEO were settled in a prior year and recorded as a settlement gain. The lender has since requested repayment of the $55,000 by the Company in the period ended July 31, 2021. In an effort to settle the matter, the Company issued the lender a $55,000 note. The Company recorded the note payable to settlement expense in the accompanying unaudited Statement of Operations for the nine months ended January 31, 2022. For the nine months ended January 31, 2022 and 2021, the Company recorded $30,900 and $25,997 of interest expense for Notes Payable in the accompanying unaudited Statement of Operations and at January 31, 2022 and April 30, 2021, the Company has recorded $131,717 and $100,817, respectively related to Notes Payable as accrued interest in the accompanying Balance Sheets. NOTE 3 – DEBT January 31, 2022 April 30, 2021 Notes Payable, Related Party: Mar. 5, 2020. Interest at 10% and principal due March 31, 2022 $ 25,000 $ 25,000 Aug. 12, 2020. Interest at 10% and principal due March 31, 2022 30,000 30,000 Total Notes Payable – Related Party $ 55,000 $ 55,000 On March 5, 2020, the Company received $25,000 of proceeds from the issuance of a note payable with a director of the Company. The terms including interest accrued at 10% annually and the principal and interest are payable on March 31, 2022, by virtue of an extension. See Note 6 – Related Parties. On August 12, 2020, the Company received $30,000 of proceeds from the issuance of a note payable with a director of the Company. The terms including interest accrued at 10% annually and the principal and interest are payable on March 31, 2022, by virtue of an extension. See Note 6 – Related Parties. For the nine months ended January 31, 2022 and 2021, the Company recorded $4,158 and $3,304 of interest expense in the accompanying unaudited Statement of Operations and at January 31, 2022 and April 30, 2021, the Company has recorded $9,187 and $5,029, of accrued interest, related party in the accompanying unaudited Balance Sheets. January 31, 2022 April 30, 2021 Convertible Unsecured Promissory Notes: April 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 August 2, 2020. 6,000 12,170 May 8, 2019 - Interest at 12% - principal and interest due February 8, 2020. In Default with interest recorded at default rate of 24% 138,483 138,483 February 3, 2021, Interest at 10% - principal and interest due February 3, 2022 - 55,000 March 17, 2021, Interest at 10% - principal and interest due March 17, 2022 - 41,000 January 4, 2022, Interest at 8% - principal and interest due January 4, 2023 55,000 - Plus: put premium 29,615 60,642 Less: debt discount (2,778 ) (6,000 ) Total Convertible Unsecured Notes Payable, net of debt discount and put premium $ 280,880 $ 351,595 NOTE 3 – DEBT In April 2016, the Company recorded a $50,000 convertible unsecured promissory note. The terms include interest at 5% annually and the principal and interest were payable in one year on April 14, 2017. The unsecured convertible promissory note is in default at January 31, 2022 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 215,043 shares of common stock at January 31, 2022. Interest expense recorded in the accompanying unaudited Statements of Operations by the Company for the nine months ended January 31, 2022 and 2021 was $1,890, respectively. At January 31, 2022 and April 30, 2021, the Company has recorded $14,513 and $12,263 of accrued interest, respectively in the accompanying Balance Sheets. Convertible Unsecured Promissory Note – May 2, 2019 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 are 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 First Note was due and payable on August 2, 2020, by virtue of a signed extension. At October 31, 2021, the First Note is in default. 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 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 Company evaluated the First Note in accordance with ASC 480 “ Distinguishing Liabilities From Equity NOTE 3 – DEBT Through October 31, 2021, the lender had previously converted $87,830 of the principal balance of the First Note resulting in a balance of $12,170. As a result of the partial conversions, the Company previously reclassified $57,417 of the put premium liability as an offset to Additional Paid in Capital and the put premium liability balance was $9,250 at October 31, 2021 and April 30, 2021. On January 13, 2022, the lender elected to convert $6,170 of principal and $2,648 of accrued interest into 1,348,348 shares of the Company’s $0.001 par value common stock. As a result, the principal balance of the First Note is $6,000 at January 31, 2022. As a result of the conversion, the Company reclassified $4,690 of the put premium liability as an offset to additional paid in capital and the put premium balance is $4,560 at January 31, 2022. On January 25, 2021, the lender requested a $6,000 conversion of the principal and $1,183 of accrued interest into 4,057,954 shares of the Company’s common stock. However, at that time, the Company did not have sufficient shares to be issued for the conversion. In accordance with the First Note, because the shares could not be issued, an event of default occurred, and the Company would pay the lender a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The Company calculated a potential penalty of $181,250 and $43,250 at January 31, 2022 and April 30, 2021, respectively. However, the lender provided a waiver, and no penalty was recorded by the Company. The Company has been in discussion with the lender and as a result of the lender converting $6,170 of principal on January 13, 2022 as described above, the lender has the ability to request a conversion of the $6,000 remaining principal but has not requested the conversion. However, the lender has several available remedies including calling the principal amount and accrued interest due and payable immediately. Interest expense recorded in the accompanying unaudited Statements of Operations by the Company for the nine months ended January 31, 2022 and 2021 was $890 and $1,412, respectively. At January 31, 2022 and April 30, 2021, the Company has recorded $1,032 (net of $2,648 converted) and $2,790 of accrued interest, respectively in the accompanying Balance Sheets. Convertible Unsecured Promissory Note – May 8, 2019 On May 8, 2019, the Company signed a Securities Purchase Agreement (“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 issued a common stock purchase warrant to purchase 1,500,000 shares of the Company common stock as a commitment fee to the Investor. The warrant has an exercise price of $0.07 per share and a term of three years through May 8, 2022. 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 promissory note was due and payable on February 8, 2020 and is currently in default. The lender has the right at any time after the effective date, to convert all or part of the outstanding principal, 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: NOTE 3 – DEBT (CONTINUED) 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. Additionally, 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 at an exercise price of $0.10 per share. 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%. As a result of the Company not paying the promissory note and accrued interest on the due date of February 8, 2020, the promissory note is in default at January 31, 2022 and April 30, 2021 with interest accrued at the default rate of 24%. 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. Through January 31, 2022, the lender had previously converted $11,517 of the principal balance of the promissory note resulting in a balance of $138,483. The Company has performed a periodic revaluation of the conversion option liability using the Binomial Lattice Pricing Model at each of the previous conversion dates and at April 30, 2021, that resulted in an estimated conversion option liability of $208,503. The Company performed a revaluation of the conversion option liability using the Binomial Lattice Pricing Model at January 31, 2022, that resulted in an estimated conversion option liability of $422,392. The Company has recorded a total loss of $213,889 for the change in the fair value of conversion option liability, recorded to other income (expense) in the accompanying unaudited Statement of Operations for the nine months ended January 31, 2022. For the revaluation at January 31, 2022, it was estimated with the following assumptions: stock price $0.0231, conversion price $0.0065, expected term of 0.25 years, expected volatility of 187% and discount rate of 0.24%. NOTE 3 – DEBT (CONTINUED) Interest expense recorded in the accompanying unaudited Statement of Operations by the Company for the nine months ended January 31, 2022 and 2021 was $25,481 and $25,759, respectively. At January 31, 2022 and April 30, 2021, the Company has recorded $54,257 and $28,776 of accrued interest, respectively in the accompanying unaudited Balance Sheets. Convertible Unsecured Promissory Note – February 3, 2021 On February 3, 2021, the Company signed an SPA with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $55,000, convertible into shares of common stock of the Company. The Company received $52,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. 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. The promissory note is due in one year from the date of issuance or February 3, 2022. The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, 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 convertible 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 Five Percent (65%) of the of the average of the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. The Company evaluated the First Note in accordance with ASC 480 “ Distinguishing Liabilities From Equity On February 3, 2021, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term and the debt discount balance was $3,000 at April 30, 2021. NOTE 3 – DEBT (CONTINUED) From August 4, 2021, through August 10, 2021, the lender elected to convert the entire $55,000 of principal and $2,750 of accrued interest into 11,105,164 shares of the Company’s $0.001 par value common stock. See Note 4 – Stock. As a result of the conversion of the entire principal balance, the remaining debt discount balance of $1,537 was amortized to interest expense in the accompanying Statement of Operations for the nine months ended January 31, 2022. Additionally, the put premium liability of $29,615 was reclassified as an offset to additional paid in capital in the unaudited balance sheet effective August 10, 2021, the date of the final conversion. Interest expense recorded in the accompanying unaudited Statements of Operations by the Company for the nine months ended January 31, 2022, was $1,454. Convertible Unsecured Promissory Note – March 17, 2021 On March 17, 2021, the Company signed an SPA with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $41,000, convertible into shares of common stock of the Company. The Company received $38,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. 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. The convertible promissory note is due in one (1) year from the date of issuance or March 17, 2022. The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, 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 convertible 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 Five Percent (65%) of the of the average of the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. The Company evaluated the First Note in accordance with ASC 480 “ Distinguishing Liabilities From Equity On March 17, 2021, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term and the debt discount balance was $3,000 at April 30, 2021. During the three months ended July 31, 2021, the Company recorded $1,118 for the amortization of the debt discounts to interest expense and the debt discount balance was $1,882 at July 31, 2021. NOTE 3 – DEBT (CONTINUED) From September 17, 2021, through September 27, 2021, the lender elected to convert the entire $41,000 of principal and $2,050 of accrued interest into 4,659,872 shares of the Company’s $0.001 par value common stock. See Note 4 – Stock. As a result of the conversion of the entire principal balance, the remaining debt discount balance of $1,882 was amortized to interest expense in the accompanying Statement of Operations for the nine months ended January 31, 2022. Additionally, the put premium liability of $22,077 was reclassified as an offset to additional paid in capital in the unaudited balance sheet effective September 27, 2021, with the final conversion. Interest expense recorded in the accompanying unaudited Statements of Operations by the Company for the nine months ended January 31, 2022, was $1,549. Convertible Unsecured Promissory Note – May 3, 2021 On May 3, 2021, the Company signed an SPA with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $48,000, convertible into shares of common stock of the Company. The Company received $45,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. 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. The convertible promissory note is due in one (1) year from the date of issuance or May 3, 2022. The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, 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 convertible 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 Company evaluated the promissory note in accordance with ASC 480 “ Distinguishing Liabilities From Equity On May 3, 2021, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term. During the six months ended October 31, 2021, the Company recorded $1,487 for the amortization of the debt discounts to interest expense and the debt discount balance was $1,513 at October 31, 2021. NOTE 3 – DEBT (CONTINUED) On November 4, 2021, the lender elected to convert the entire $48,000 of principal and $2,400 of accrued interest into 7,098,592 shares of the Company’s $0.001 par value common stock. See Note 4 – Stock. As a result of the conversion of the entire principal balance, the remaining debt discount balance of $1,513 was amortized to interest expense in the accompanying Statement of Operations for the nine months ended January 31, 2022. Additionally, the put premium liability of $32,000 was reclassified as an offset to additional paid in capital in the unaudited balance sheet effective November 4, 2021, with the conversion. Interest expense recorded in the accompanying unaudited Statements of Operations by the Company for the nine months ended January 31, 2022, was $2,400. Convertible Unsecured Promissory Note – June 7, 2021 On June 7, 2021, the Company signed an SPA with an investor that provides for the issuance of a 10% convertible promissory note in the aggregate principal amount of $53,000, convertible into shares of common stock of the Company. The Company received $50,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. 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. The convertible promissory note is due in one (1) year from the date of issuance or June 7, 2022. The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, 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 convertible 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 Company evaluated the promissory note in accordance with ASC 480 “ Distinguishing Liabilities From Equity On June 7, 2021, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term. During the six months ended October 31, 2021, the Company recorded $1,200 for the amortization of the debt discounts to interest expense and the debt discount balance was $1,800 at October 31, 2021. NOTE 3 – DEBT (CONTINUED) On December 9, 2021, the lender elected to convert the entire $53,000 of principal and $2,650 of accrued interest into 9,594,828 shares of the Company’s $0.001 par value common stock. See Note 4 – Stock. As a result of the conversion of the entire principal balance, the remaining debt discount balance of $1,800 was amortized to interest expense in the accompanying Statement of Operations for the nine months ended January 31, 2022. Additionally, the put premium liability of $35,333 was reclassified as an offset to additional paid in capital in the unaudited balance sheet effective December 9, 2021, with the conversion. Interest expense recorded in the accompanying unaudited Statements of Operations by the Company for the nine months ended January 31, 2022, was $2,650. Convertible Unsecured Promissory Note – January 4, 2022 On January 4, 2022, the Company signed an SPA with an investor that provides for the issuance of a 8% convertible promissory note in the aggregate principal amount of $55,000, convertible into shares of common stock of the Company. The Company received $52,000 of net proceeds for working capital purposes from the issuance of the convertible promissory note with debt issue costs paid to or on behalf of the lender of $3,000. 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. The convertible promissory note is due in one (1) year from the date of issuance or January 4, 2023. The lender from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this convertible promissory note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, has the right, 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 convertible 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 Five Percent (65%) of the of the average of the three lowest trades of the Common Stock during the ten (10) trading Days immediately preceding a conversion date (“Conversion Price”). The Conversion Price is subject to “full ratchet” and other customary anti-dilution protections. The Company evaluated the promissory note in accordance with ASC 480 “ Distinguishing Liabilities From Equity On January 4, 2022, the Company recorded debt issue costs of $3,000 as an offset to the promissory note to be amortized over the 1-year term. During the nine months ended January 31, 2022, the Company recorded $222 for the amortization of the debt discounts to interest expense and the debt discount balance was $2,778 at January 31, 2022. NOTE 3 – DEBT (CONTINUED) Inte |
