Note 11 - Convertible Notes Payable | NOTE 11 CONVERTIBLE NOTES PAYABLE On October 14, 2015, we entered into a Securities Purchase Agreement with EMA Financial, LLC ("EMA"), and executed a 10% Convertible Note in favor of EMA in the principal amount of $28,000. EMA funded the note on October 19, 2015 (the "Closing Date") less $3,000 through an original issue discount for its due diligence and legal fees. The note is unsecured, accrues interest at 10% per annum, and is due and payable on October 14, 2016. The outstanding amount due on the note is convertible into restricted shares of our common stock at any time during the term of the note at EMA's sole discretion at the conversion price of the lower of: (i) the closing sale price of the common stock on the trading day on immediately preceding the Closing Date; and (ii) 50% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. This note was amended effective November 30, 2015, increasing the interest rate to 12% and the principal due to $30,800, and again on April 27, 2016, to increase the principal balance to $33,300 and amend the calculation of the conversion price ( see On November 18, 2015, we executed a 10% Convertible Promissory Note in favor of Tangiers Investment Group, LLC ("Tangiers"), in the total face value of $240,000. Tangiers funded the initial consideration of $60,000 under the note on November 18, 2015, less $10,000, which was retained by Tangiers through an original issue discount for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 10% per annum, and is due and payable on November 19, 2016. The outstanding amount due on the note is convertible into restricted shares of common stock after May 19, 2016, at Tangiers's sole discretion at the conversion price of 55% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. As of March 31, 2016, $60,000 of principal and $2,219 of accrued interest remain outstanding. On November 30, 2015, we executed a 12% Convertible Promissory Note in favor of Kodiak Capital Group, LLC ("Kodiak"), in the total face value of $50,000. Kodiak funded the initial consideration of $35,000 under the note on November 30, 2015, less $15,000, which was retained by Kodiak through an original issue discount for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 12% per annum, and is due and payable on December 1, 2016. The outstanding amount due on the note is immediately convertible into restricted shares of our common stock, at Kodiak's sole discretion, at the lower of the closing bid price on the principal market on the trading day preceding the note date or 50% of the lowest closing bid price for the common stock during the 30 consecutive trading days immediately preceding the conversion date, with some exceptions. As of March 31, 2016, $50,000 of principal and $2,022 of accrued interest remain outstanding. On December 3, 2015, we entered into a Securities Purchase Agreement with Auctus Fund, LLC ("Auctus"), and executed a 10% Convertible Promissory Note in favor of Auctus, in the principal amount of $49,250. Auctus funded the consideration of $44,000 under the note on December 3, 2015, less $5,250, which was retained by Auctus through an original issue discount for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 10% per annum, and is due and payable on September 3, 2016. The outstanding amount due on the note is convertible into restricted shares of our common stock after December 3, 2015, at Auctus's sole discretion, at the conversion price of 55% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. As of March 31, 2016, $49,250 of principal and $1,619 of accrued interest remain outstanding. On December 15, 2015, we entered into an Equity Purchase Agreement ("EPA") with Kodiak that provides the terms and conditions for Kodiak's purchase of up to $1,000,000 of our common stock. Pursuant to the EPA, we also entered into a Registration Rights Agreement and Convertible Promissory Note due July 15, 2016, in the principal amount of $50,000 that represents the commitment fee paid to Kodiak under the EPA. The convertible note may be converted into restricted shares of our common stock at any time after May 15, 2016, at a conversion price equal to 50% of the lowest closing bid price for the common stock for the 30 trading dates ending on the trading day immediately before the relevant conversion date. Under the Registration Rights Agreement, we were required to file an S-1 registration statement within 30 days of the closing date to register the shares of common stock to be purchased by Kodiak under the EPA. Kodiak extended the date for filing this registration statement until February 1, 2016. We filed a registration statement on Form S-1 on February 2, 2016, and we are in the process of responding to the SEC's initial comments. As of March 31, 2016, $50,000 of principal remain outstanding. On December 16, 2015, we entered into a Securities Purchase Agreement with Adar Bays, LLC, relating to the issuance and sale of two 8% convertible notes in the aggregate principal amount of $70,000 (each in the principal amount of $35,000), both of which are convertible into shares of our common stock, upon the terms and subject to the limitations and conditions set forth in the notes. The first $35,000 was funded on December 10, 2015, less $2,000, which was retained by Adar through an original issue discount for due diligence and legal expenses related to the transaction. The note is unsecured, accrues interest at 8% per annum, and is due and payable on December 10, 2016. The outstanding amount due on the note is convertible into restricted shares of common stock after June 10, 2016, at Adar's sole discretion, at the conversion price of 50% of the lowest sale price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. We have no obligation to have the second note funded. As of March 31, 2016, $35,000 of principal and $867 of accrued interest remain outstanding. On January 14, 2016, we converted an account payable to Colonial Stock Transfer Company, Inc., in the amount of $6,605 into a convertible promissory note. The convertible note is unsecured, accrues interest at 10% per annum, and is due and payable on January 14, 2017. The outstanding amount due on the note is immediately convertible into restricted shares of our common stock, at Colonial's sole discretion, at a conversion price equal to 55% of the lowest trade price for the common stock during the 25 consecutive trading days immediately preceding the conversion date. As of March 31, 2016, $6,605 of principal and $141 of accrued interest remain outstanding. On March 18, 2016, we entered into a Securities Purchase Agreement ("SPA") with Kodiak Capital Group, LLC, and executed two 12% Convertible Redeemable Promissory Notes, each in the principal amount of $50,000. On March 18, 2016, Kodiak funded the first note for $35,000, less $15,000 in due diligence costs and attorney fees, which was retained by Kodiak. Under the terms of the SPA and the second note, the second note is initially paid for by Kodiak's issuance to us of an offsetting secured note for $50,000 (the "Buyer Note"). The terms of the second note do not become effective until Kodiak funds the Buyer Note, which funding is in our sole discretion. The first note and the second note (when funded by the offsetting Buyer Note) accrue interest at the rate of 12% per annum and mature on March 18, 2017. The outstanding amounts due under the notes are immediately convertible into restricted shares of our common stock after 180 days from the issue date, at Kodiak's sole discretion, at 50% of the lowest closing bid price for the common stock during the 30 consecutive trading days immediately preceding the conversion date. As of March 31, 2016, $50,000 of principal and $230 of accrued interest remain outstanding. On March 24, 2016, pursuant to the terms of an Assignment of Promissory Notes between B44, LLC and Kodiak Capital Group, LLC, B44 assigned its promissory note for $50,000 dated June 26, 2015, to Kodiak. Kodiak paid $50,000 to B44 on March 31, 2016. Final terms to the note assignment between these parties are still pending finalization. A summary of outstanding convertible notes as of March 31, 2016 is as follows: Note Holder Issue Date Maturity Date Stated Interest Rate Principal Balance Outstanding 12/31/2015 EMA Financial, LLC 10/14/2015 10/14/2016 10 % $30,800 Tangiers Investment Group, LLC 11/18/2015 11/19/2016 10 % 60,000 Kodiak Capital 11/30/2015 12/01/2016 12 % 50,000 Auctus Fund, LLC 12/03/2015 09/03/2016 10 % 49,250 Adar Bays, LLC 12/10/2015 12/10/2016 8 % 35,000 Kodiak Capital 12/15/2015 07/15/2016 8 % 50,000 Colonial Stock Transfer 01/14/2016 01/14/2017 10 % 6,605 Kodiak Capital 03/18/2016 03/18/2017 12 % 50,000 $331,655 Note Holder Initial Valuation Current Remaining Debt Discount to Amortize over Remaining Months Balance 12/31/2015 Interest Expense Recognized for Immediately Convertible Notes and Amortization Balance 3/31/2016 EMA Financial, LLC $30,800 $- $30,800 $- $30,800 Tangiers Investment Group, LLC 60,000 (15,000) 15,000 15,000 45,000 Kodiak Capital 50,000 - 50,000 - 50,000 Auctus Fund, LLC 49,250 - 49,250 - 49,250 Adar Bays, LLC 35,000 (14,583) 2,916 17,500 20,417 Kodiak Capital 50,000 (15,000) 5,000 30,000 35,000 Colonial Stock Transfer 6,605 - - - 6,605 Kodiak Capital 50,000 (45,834) - 30,000 4,166 $331,655 $(90,417) $152,966 $92,500 $241,238 |