Convertible Notes Payable | NOTE 7 - CONVERTIBLE NOTES PAYABLE Christopher Thompson On May 1, 2014, the Company entered into a Securities Purchase Agreement and convertible promissory note with Christopher Thompson in the amount of $15,000. The convertible promissory note has interest at 9.9% per annum, unsecured, and due May 1, 2015. The convertible notes principle and accrued interest may at any time be converted into shares of the Companys stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. On March 15, 2015, Christopher Thompson and Atlas Long Term Growth Fund (Atlas) executed a purchase and assignment agreement whereby Christopher Thompson assigned $30,000 in total to Atlas, which included the $15,000 note dated May 1, 2014. This resulted in a zero debt balance as of September 30, 2015. On July 1, 2014, the Company entered into a convertible promissory note with Christopher Thompson in the amount of $15,000. The convertible promissory note has interest at 9.9% per annum, unsecured, and due July 1, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. On March 15, 2015, Christopher Thompson and Atlas Long Term Growth Fund (Atlas) executed a purchase and assignment agreement whereby Christopher Thompson assigned $30,000 in total to Atlas, which included the $15,000 note dated July 1, 2014. This resulted in a zero debt balance as of September 30, 2015. On August 1, 2014, the Company entered into a convertible promissory note with Christopher Thompson in the amount of $30,000. The convertible promissory note has interest at 9.9% per annum, unsecured, and due February 1, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. In the nine months ended September 30, 2015, the Company paid $2,500 cash toward this note which left a balance of 27,500. On September 29, 2014, the Company entered into a convertible promissory note with Christopher Thompson in the amount of $30,000. The convertible promissory note has interest at 9.9% per annum, unsecured, and due March 29, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2015, there has been no debt converted on this note. LG Capital Funding On March 7, 2014, the Company entered into a convertible promissory note with LG Capital Funding, LLC for an amount of $32,000 with 8% per annum and a maturity date of March 7, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 60% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2015, there has been $15,890 of principle converted into 15,451,383 post reverse split shares of common stock, leaving a balance of $14,759. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act. On June 16, 2014, the Company entered into a convertible promissory note with LG Capital Funding, LLC for an amount of $42,000 with 8% per annum and a maturity date of June 16, 2015. The convertible notes principle and accrued interest be converted into shares of the Companys stock at a conversion rate equal to 55% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2015, there has been no debt converted on this note. JMJ Financial On March 15, 2014, the Company entered into a convertible promissory note with JMJ Financial for up to $500,000 with interest of 12% per annum. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 60% of the lowest closing bid price in the twenty-five days prior to conversion. In March of 2014, the Company received $30,000 with $7,333 of original issue discount. In June of 2014, the Company received an additional $30,000 with $7,333 of original issue discount. In September of 2014, the Company received an additional $30,000 with $7,333 of original issue discount. As of December 31, 2014, the Company has received $90,000 cash and recorded $22,000 of original issue discount pursuant to this convertible promissory note with JMJ Financial. As of September 30, 2015, JMJ Financial has converted $18,566 of principle into 12,459,000 post reverse split shares of common stock resulting in a balance of $93,434. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act. IBC Funds, LLC On April 24, 2014, IBC Funds, LLC, a Nevada limited liability company, acquired by assignment, debts owed by Monster Arts, Inc. to fourteen (14) creditors in the amount of $208,321. Likewise, on April 24, 2014, IBC Funds and Monster Arts, Inc. executed that certain Settlement Agreement and Stipulation, whereby Monster Arts, Inc. agreed to settle the debt of $208,321, and to pay the debt by the issuance of shares pursuant to Section 3(a)(10) of the Securities Act, which provides that the issuance of shares are exempt from the registration requirement of Section 5 of the Securities Act. In relevant part, Section 3(a)(10) of the Securities Act provides an exemption from the registration requirement for securities: (i) which are issued in exchange for a bona fide claim, (ii) where the terms of the issuance and exchange are found by a court to be fair to those receiving shares, (iii) notice of the hearing is provided to those to receive shares and they are afforded the opportunity to be heard, (iv) the issuer must advise the court prior to its hearing that it intends to rely on the exemption provided in Section 3(a)(10) of the Securities Act, and (v) there cannot be any impediments to the appearance of interested parties at the hearing. On April 25, 2014, in a court proceeding styled IBC Funds, LLC, a Nevada limited Liability Company, Plaintiff vs. ., a Nevada corporation, Defendant, bearing Civil Action in the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida As set forth in the order, the court found that the terms and conditions of the exchange were fair to Monster Arts, Inc. and IBC Funds within the meaning of Section 3(a)(10) of the Securities Act, and that the exchange of the debt for our securities was not made under Title 11 of the United States Code. As of September 30, 2015, as permitted by the court order and the Settlement Agreement and Stipulation, the Company has issued 9,180,000 post reverse split shares to IBC LLC for the conversion of $144,070, leaving a balance of $70,071. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act. WHC Capital, LLC On April 30, 2014, the Company entered into a convertible promissory note with WHC Capital, LLC in the amount of $22,000 , with interest of 12% per annum, unsecured, and due April 30, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 55% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2015, there has been $8,421 of principle converted into 5,130,010 post reverse split shares of our common stock, leaving a balance of $13,528. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act. On July 11, 2014, the Company entered into a Securities Exchange and Settlement Agreement (SE&S) with WHC Capital, LLC (WHC, LLC), whereby WHC, LLC purchased $5,161 of note payables debt due to Jennifer Salwender pursuant to an Assignment of Debt Agreement. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 55% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2015, there has been no debt converted on this note. Jennifer Salwender On May 15, 2014, the Company entered into a convertible promissory note with Jennifer Salwender in the amount of $20,000 with 9.9% interest per annum and a maturity date of May 15, 2015. The convertible notes principle and accrued interest may be converted into common shares of the Companys after 180 days from the issuance date at a discount of 40% off the lowest closing traded price during the prior 10 trading days to a notice of conversion. As of September 30, 2015, there has been no debt converted on this note. On June 14, 2014, the Company entered into a convertible promissory note with Jennifer Salwender in the amount of $20,000 with 9.9% interest per annum and a maturity date of June 14, 2015. The convertible notes principle and accrued interest may be converted into common shares of the Companys after 180 days from the issuance date at a discount of 40% off the lowest closing traded price during the prior 10 trading days to a notice of conversion. As of September 30, 2015, there has been no debt converted on this note. ADAR BAYS, LLC On May 2, 2014, the Company entered into a convertible promissory note with ADAR BAYS, LLC in an amount of $30,000 with 8% per annum and a maturity date of May 2, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 50% of the lowest closing bid price in the fifteen days prior to conversion. As of September 30, 2015, ADAR BAYS, LLC converted $900 of principle into 360,000 reverse stock split shares, leaving a note balance of $29,100. KBM Worldwide, Inc. On June 13, 2014, the Company entered into a convertible promissory note with KBM Worldwide, Inc. in an amount of $63,000 with 8% per annum and a maturity date of March 17, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 55% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2015, KBM converted $6,440 of principle into 4,583,227 reverse stock split shares of common stock, leaving a balance of $56,560. Anubis Capital Partners On April 1, 2014, the Company executed a convertible promissory note with Anubis Capital Partners in the amount of $127,900 with interest of 10% per annum and a maturity date of April 1, 2015. The convertible promissory note was executed in return for consulting services provided to the Company. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. On June 27, 2014, Anubis Capital Partners entered into a purchase and assumption agreement with Beaufort Capital Partners, LLC whereby Anubis Capital Partners assigned a $63,950 of their note balance to Beaufort Capital Partners, LLC. As of September 30, 2015, Anubis Capital Partners has a balance on this note of $63,950. On October 1, 2014, the Company executed a convertible promissory note with Anubis Capital Partners in the amount of $83,950 with interest of 8% per annum and a maturity date of October 1, 2015. The convertible promissory note was executed in return for three (3) months of consulting services provided to the Company. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. As of September 30, 2015, there have been no conversion or payments against this note, leaving a balance of $83,950. Beaufort Capital Partners, LLC On June 27, 2014, the Company entered into a convertible promissory note with Beaufort Capital Partners LLC in the amount of $75,000, includes $25,000 of original issue discount, with 12% interest per annum and a maturity date of December 27, 2014. The convertible notes principle and accrued interest may be converted into common shares of the Companys after the maturity date at a discount of 50% off the lowest traded price during the prior 20 trading days to a notice of conversion. As of September 30, 2015, Beaufort has converted $3,619 of debt on this note into 6,498,094 post reverser split shares of common stock, leaving a balance $73,856. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act. On June 27, 2014, Beaufort Capital Partners, LLC (Beaufort) entered into a purchase and assumption agreement whereby Beaufort would purchase a portion of a convertible promissory note originally issued to Anubis Capital Partners on April 1, 2014 in the amount of $127,900 with interest of 10% per annum and a maturity date of April 1, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. As of September 30, 2015, there has been no debt converted on this note. Sojourn Investments, LP On July 14, 2014, the Company entered into a Debt Purchase Agreement with Sojourn Investments, LP whereby the Company issued a convertible promissory note in the amount of $37,500 which included $12,500 of original issue discount and due on June 14, 2015. The convertible note has interest of 12% per annum and is convertible into common shares of the Company at a conversion rate of 50% off the lowest trading market price for 20 days prior to conversion. In the three months ended September 30, 2015, Sojourn converted $285 of principle into 3,625,000 reverse stock split shares of common stock, leaving a balance of $36,145. On November 15, 2014, the Company entered into a convertible promissory note with Sojourn Investments, LP in the amount of $7,500 which included $1,500 of original issue discount and due on November 15, 2015. The convertible note has interest of 12% per annum and is convertible into common shares of the Company at a conversion rate of 50% off the lowest trading market price for 20 days prior to conversion. As of September 30, 2015, there has been no debt converted on this note. Ambrosial Consulting Group On October 15, 2014, the Company executed a convertible promissory note with Ambrosial Consulting Group in the amount of $67,250 with interest of 8% per annum and a maturity date of October 15, 2015. The convertible promissory note was executed in return for six (6) months of consulting services to be provided to the Company. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty (20) days prior to conversion. In the nine months ended September 30, 2015, Ambrosial assigned $20,000 to Carebourn Capital, L.P., leaving a principle balance of $47,250. Atlas Long Term Growth Fund On March 15, 2015, Christopher Thompson and Atlas Long Term Growth Fund (Atlas) executed a purchase and assignment agreement whereby Christopher Thompson assigned $30,000 of convertible debt to Atlas which pertains to a convertible note payable dated July 1, 2014, entered into by Christopher Thompson. The convertible promissory note has interest at 9.9% per annum, unsecured, and is due July 1, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. In the nine months ended September 30, 2015, Atlas converted $1,744 of debt into 5,789,845 post reverse split shares of common stock. As of September 30, 2015, there was a balance of $28,256 on this convertible note. Carebourn Capital, L.P. On March 13, 2015, Carebourn Capital, L.P. entered into a purchase and assignment agreement with Brent Denlinger, holder of a $15,000 convertible promissory note with the Company, to purchase and assign the note in full which included accrued interest of $1,554. The original note bears interest of 9.9% per annum and has a maturity date of April 16, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. As of September 30, 2015, no principle has been converted on this note. On March 13, 2015, Carebourn Capital, L.P. entered into a purchase and assignment agreement with Ambrosial Consulting Group LLC, holder of a $20,000 convertible promissory note with the Company, to purchase and assign the note in full. The original note bears interest of 9.9% per annum and has a maturity date of May 15, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 60% of the lowest closing bid price in the ten days prior to conversion. In the nine months ended September 30, 2015, Carebourn converted $15,486 of convertible debt into 46,138,842 post reverse split shares of common stock, leaving a balance on the note of $4,514. On March 19, 2015 the Company entered into a securities purchase agreement and convertible promissory note with Carebourn Capital, L.P., a Delaware limited partnership, for the sum of $41,500. The Company received $35,000 cash with the remaining $6,500 being classified as original issue discount. The note bears interest of 12% per annum, matures on December 19, 2015 and may be converted into shares of the Company at a conversion rate of 50% multiplied by average of the lowest three (3) trading prices ten (10) trading days prior to the conversion date. As of September 30, 2015, no principle has been converted on this note. Darling Capital, LLC On April 1, 2015, the Company issued a replacement convertible promissory note to Darling Capital, LLC in the amount of $33,000 plus accrued interest of $3,119. Darling Capital, LLC purchased a portion of a convertible promissory note dated April 1, 2014 issued to Anibus Capital Partners in the original amount of $127,900. The replacement convertible promissory note bears interest of 10% per annum and is due on July 12, 2015. The convertible notes principle and accrued interest may be converted into shares of the Companys stock at a conversion rate equal to 50% of the lowest closing bid price in the twenty days prior to conversion. In the nine months ended September 30, 2015, Darling Capital, LLC converted $3,443 of convertible debt into 130,053,194 post reverse split shares of common stock, leaving a balance on the note of $29,557. The following table summarizes the total outstanding principle on convertible notes payable: September 30, 2015 December 31, 2014 Convertible Notes Payable- Asher Enterprises, Inc. $ 300 $ 300 Convertible Notes Payable - Tangier Investors, LLP Convertible Note Payable- Premier Venture Partners LLC Convertible Note Payable- Dennis Pieczarka 2,500 2,500 Convertible Note payable - Christopher Thompson 57,500 90,000 Convertible Note payable - James Ault 2,565 2,565 Convertible Note payable - Charles Knoop 1,000 1,000 Convertible Note payable - LG Capital Funding 54,527 58,555 Convertible Note payable - JMJ Financial 93,434 98,020 Convertible Note payable - IBC Funds, LLC 54,901 71,071 Convertible Note payable - WHC Capital, LLC 18,689 21,077 Convertible Note payable - ADAR BAYS, LLC 29,100 30,000 Convertible Note payable - Brent Delinger 15,000 Convertible Note payable - Jessie Redmayne 5,000 5,000 Convertible Note payable - Jennifer Salwender 40,000 40,000 Convertible Note payable - Anibus Capital Partners 114,900 147,900 Convertible Note payable - Beaufort Capital Partners, LLC 135,333 137,812 Convertible Note payable - KBM Worldwide 56,560 63,000 Convertible Note payable - Sojourn Investments, LP 43,645 45,000 Convertible Note payable - Ambrosial Consulting Group 47,250 67,250 Convertible Note payable - Carebourn Capital, L.P. 51,970 Convertible Note payable - Darling Capital, LLC 29,557 Convertible Note payable - Atlas Long Term Growth Fund 20,327 Less: Debt discount (147,433 ) (339,934 ) Total Convertible Notes Payable, net of discounts $ 711,625 $ 556,116 Debt Discount In the nine months ended September 30, 2015 and 2014, the Company recorded interest expense pertaining to debt discount on our convertible note in the amounts of $278,501 and $453,263. As of September 30, 2015 and December 31, 2014, the Company has a debt discount balance in the amounts of $147,433 and $339,934. Accrued Interest As of September 30, 2015 and December 31, 2014, the Company has an accrued interest balance pertaining to its outstanding liabilities in the amounts $123,623 and $67,907, respectively. Derivative liability The conversion feature included in our outstanding convertible promissory notes constitute a derivative and have been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt on the accompany balance sheet. The Company calculates the derivative liability using the Black Scholes Model which takes into consideration the stock price on the grant date, exercise price with discount to market conversion rate, stock volatility, expected life of the note, risk-free rate, annual rate of quarterly dividends, call option value and put option value. As of September 30, 2015 and December 31, 2014, the Company had $922,017 and $1,564,098 in derivative liability pertaining to the outstanding convertible notes. The following is the range of variables used in revaluing the derivative liabilities at September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Annual dividend yield 0 0 Expected life (years) of 0.01 .65 0.01 .95 Risk-free interest rate 13 % 13 % Expected volatility 461.8 % 563.9 % |