6. Convertible notes payable | The Company accounted for the following Notes under ASC Topic 815-15 Embedded Derivative. The derivative component of the obligation are initially valued and classified as a derivative liability with an offset to discounts on convertible debt, with any excess of the fair value of the derivative component over the face amount of the note recorded as an expense on the issue date. Discounts have been amortized to interest expense over the respective terms of the related notes. On December 19, 2014, the Company issued a convertible note payable, with a face value of $156,000 and stated interest of 8% to a third-party investor. The note is convertible, at any time following the funding of the note, into a variable number of the Companys common stock, based on a conversion ratio of 68% of the lowest closing bid price for 20 days prior to conversion. For the nine months ended December 31, 2016, the investor converted a total of $12,380 of the face value and $2,332 of accrued interest into 6,593,919 shares of common stock. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $1,125 and $13,505, respectively. On December 19, 2014, the Company issued a convertible back end note, with a face value of $156,000 and stated interest of 8% to a third-party investor. The note is convertible at any time following the funding of the note, convertible into a variable number of the Companys common stock, based on a conversion ratio of 68% of the lowest closing bid price for 20 days prior to conversion. The note was funded on June 18, 2015, when the Company received proceeds of $143,333, net of $12,663 of OID and costs. For the nine months ended December 31, 2016, the investor converted a total of $18,500 of the face value and $3,070 of accrued interest into 248,836,126 shares of common stock. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $137,500 and $156,000, respectively. On December 19, 2014, the Company issued a convertible note payable, with a face value of $156,000 and stated interest of 8% to a third-party investor. The outstanding balance of this note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 67% of the lowest closing bid price for 20 days prior to conversion. For the nine months ended December 31, 2016, the investor converted a total of $9,073 of the face value into 39,601,275 shares of common stock. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $49,427 and $58,500, respectively. On December 19, 2014, the Company issued a convertible back end note, with a face value of $156,000 and stated interest of 8% to a third-party investor. The note is convertible at any time following the funding of the note, convertible into a variable number of the Companys common stock, based on a conversion ratio of 68% of the lowest closing bid price for 20 days prior to conversion. The note was funded on June 18, 2015, when the Company received proceeds of $143,333, net of $12,663 of OID and costs. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $156,000. On January 11, 2015, the Company issued two convertible promissory notes in the principal amount of $52,000 each. One of the notes was funded on January 13, 2015, with the Company receiving $47,500 of net proceeds after payment of legal and origination expenses. The note bears interest at the rate of 8% per annum, was due and payable on January 9, 2015, and may be converted at any time after funding into shares of Company common stock at a conversion price equal to 67% of the lowest closing bid price on the OTCQB during the 15 prior trading days. The second note, which was funded on August 7, 2015, has the same interest and conversion terms as the first note, but may be offset by a secured promissory note issued to the Company for $50,000, due on September 9, 2015, and accruing interest at the rate of 8% per annum. For the nine months ended December 31, 2016, the investor converted a total of $25,040 of the face value and $2,815 of accrued interest into 183,304,767 shares of common stock. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the second note was $26,960 and $52,000, respectively. On January 19, 2015, the Company issued a convertible promissory note in the face amount of $100,000, which bears interest at the rate of 12% per annum, was due and payable on July 16, 2015, and may be converted at any time after funding into shares of Company common stock at a conversion price equal to the lesser of (a) 55% of the lowest trading price during the 20 days preceding the execution of the note, or (b) 55% of the of the lowest traded price during the 20 trading days preceding conversion. The note was funded on January 28, 2015, with the Company receiving $93,000 of net proceeds after payment of legal and origination expenses. For the nine months ended December 31, 2016, the investor converted a total of $20,528 of the face value into 210,312,824 shares of common stock. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $38,295 and $58,823, respectively. On January 21, 2015, the Company issued a convertible promissory note in the face amount of $400,000, of which the Company is to assume $40,000 in original interest discount (OID), which together with any unpaid accrued interest is due two years after any funding of the note. The note is to be funded at the note holders discretion, and the initial tranche was funded on January 21, 2015, when the Company received cash in the amount of $50,000, and received an additional $25,000 on April 28, 2015. The note is pre-payable for 90 days without interest, and incurs a one-time interest charge of 12% thereafter. The note balance funded (plus a pro rata portion of the OID together with any unpaid accrued interest) is convertible into shares of Company common stock at a conversion price equal to the lesser of $0.08 or 60% of the lowest traded price during the 25 prior trading days. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $15,480. On August 17, 2015, the Company issued a convertible promissory note in the face amount of $325,000, which bears interest at the rate of 10% per annum, was due and payable on August 17, 2016, and may be converted at any time after funding into shares of Company common stock at a conversion price equals the lesser of $.02 or 70% of the closing trading prices immediately preceding the conversion date. In conjunction with the convertible note issued by the Company, the Company issued 2,064 warrants valued at $412,698. The warrants have an exercise price of $270, subject to adjustment, and expire on August 17, 2020. For the nine months ended December 31, 2016, the investor converted a total of $18,642 of accrued and unpaid interest into 250,574,242 shares of common stock. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $325,000. On October 12, 2015, the Company issued a replacement convertible promissory note in the face amount of $110,351, to Carebourn Capital LP (Carebourn) that replaces the convertible promissory note issued on April 10, 2015, with a face value of $105,000, and accrued interest of $5,351. The outstanding balance of this note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. For the nine months ended December 31, 2016, the investor converted a total of $24,308 of the face value into 86,266,028 shares of common stock. Additionally, Carebourn assigned $10,000 of the note to Carebourn Partners. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $-0- and $34,308, respectively. Also on October 12, 2015, Carebourn and the Company assigned $15,000 of the replacement issued to Carebourn, to More Capital, LLC. (More Capital). The outstanding balance of this note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $2,050. On October 26, 2015, the Company issued a convertible note, with a face value of $110,000 and stated interest of 10% to a third-party investor, of which the company was to assume an OID of $10,000. The outstanding balance of this note was convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the lowest average of the three lowest closing bid prices for 20 days prior to conversion. The investor sold $25,000 of the note on April 27, 2016, and the Company issued a replacement note to the buyer, as described below. On June 7, 2016, the Company and the third-party investor agreed to extend the maturity of the note from July 26, 2016 to October 26, 2016, and to require daily payments of $250 per day via ACH. For the nine months ended December 31, 2016, the Company paid $6,003 of the note. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $78,997 and $110,000, respectively. On October 27, 2015, the Company issued a convertible note, with a face value of $110,000 and stated interest of 8% to a third-party investor, of which the company was to assume an OID of $10,000. The outstanding balance of this note was convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the lowest average of the three lowest closing bid prices for 20 days prior to conversion. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $110,000. On November 12, 2015, the Company issued a replacement convertible promissory note in the face amount of $47,808, to Carebourn that replaces the collateralized secured convertible promissory issued on February 3, 2015, that had a remaining face value of $43,479 and accrued interest of $4,326. The replacement note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. . For the nine months ended December 31, 2016, the investor converted a total of $1,724 of the face value into 28,741,200 shares of common stock. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $46,084 and $47,808, respectively. On November 27, 2015, the Company issued a convertible note for legal services previously provided with a face value of $27,000 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 70% of the average of the three lowest closing bid prices for 10 days prior to conversion. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $27,000. On January 5, 2016, the Company issued a convertible note for legal services previously provided with a face value of $20,000 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 70% of the average of the three lowest closing bid prices for 10 days prior to conversion. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $20,000. On February 4, 2016, the Company issued a convertible note, with a face value of $82,500 and stated interest of 8% to a third-party investor, LG Capital Funding LLC (LG), of which the Company was to assume an OID of $7,500, and stated interest of 8% to a third-party investor. The outstanding balance of this note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $82,500. The Companys CEO agreed to guarantee this note by pledging 111,884 shares of his Series C Preferred Stock. On February 8, 2016, the Company issued a convertible note, with a face value of $80,000 and stated interest of 10% to a third-party investor, Carebourn, of which the Company was to assume an original issue discount of $5,000. The outstanding balance of this note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion and a maturity date of November 8, 2016. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $80,000. On March 23, 2016, as collateral security for this note and the $110,351 convertible promissory note entered into with Carebourn on October 12, 2015, the Companys CEO agreed to pledge 111,884 shares of his Series C Preferred Stock. On March 24, 2016, the Company issued a convertible note, with a face value of $19,000 and stated interest of 10% to a third-party investor, Carebourn, of which the company received $16,000 in proceeds. The outstanding balance of this note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion and matured on December 24, 2016. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $19,000. On March 24, 2016, the Company issued a convertible note, with a face value of $18,000 and stated interest of 10% to a third-party investor, of which the Company received $15,000 in proceeds. The outstanding balance of this note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion and a maturity date of December 24, 2016. As of December 31, 2016, and March 31, 2016, the outstanding principal amount of the note was $18,000. On April 11, 2016, the Company issued a convertible note, with a face value of $18,889 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The Company received proceeds of $13,000 on April 28, 2016, of $13,000, after disbursements for the lenders transaction costs, fees, and expenses. The embedded feature included in the note resulted in an initial debt discount of $17,000 an initial derivative liability expense of $11,880 and an initial derivative liability of $28,880. As of December 31, 2016, the outstanding principal amount of the note was $18,889. On April 11, 2016, the Company issued a replacement convertible promissory note in the face amount of $26,123, to a third-party investor that replaces part of the convertible promissory note issued on October 26, 2015, with a face value of $25,000, and accrued interest of $1,123. The outstanding balance of this note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The note also bears an interest rate of 10% per annum. For the nine months ended December 31, 2016, the investor converted a total of $10,596 of the face value and $2,842 of accrued interest and fees into 200,215,238 shares of common stock. As of December 31, 2016, the outstanding principal amount of the replacement note was $15,527. On June 3, 2016, the Company issued a convertible note, with a face value of $42,350 and stated interest of 12% to a third-party investor. The note is convertible into a variable number of the Companys common stock, based on a conversion ratio of 60% of the average of the three lowest closing bid prices for 20 days prior to conversion. The Company received proceeds on June 3, 2016, of $35,000, after disbursements for the lenders transaction costs, fees, and expenses. The embedded feature included in the note resulted in an initial debt discount of $38,500, an initial derivative liability expense of $28,173 and an initial derivative liability of $66,673. The note also requires 177 daily payments of $239 per day via ACH. For the nine months ended December 31, 2016, the Company paid $6,003 of the note. The balance of the note as of December 31, 2016 was $36,129. A summary of the convertible notes payable balance as of December 31, 2016 and March 31, 2016 is as follows: December 31, 2016 March 31, 2016 Principal Balance $ 1,313,962 $ 1,385,975 Unamortized discount (57,250 ) (531,578 ) Ending Balance, net $ 1,256,712 $ 854,396 The following is a roll-forward of the Companys convertible notes and related discounts for the nine months ended December 31, 2016: Principal Balance Debt Discounts Total Balance March 31, 2016 $ 1,385,974 $ (531,578 ) $ 854,396 New issuances 62,362 (61,239 ) 1,123 Conversions (122,150 ) - (122,150 ) Cash payments (12,224 ) - (12,224 ) Amortization - 535,567 535,567 Balance at December 31, 2016 $ 1,313,962 $ (57,250 ) $ 1,256,712 |