NOTE 5 - Convertible Notes Payable | The Company accounted for the following Notes under ASC Topic 815-15 "Embedded Derivative." The derivative component of the obligation is initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts have been amortized to interest expense over the respective terms of the related notes. See Note 6. 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 was convertible into a variable number of the Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. During the three months ended June 30, 2017, the investor added $360 of fees to the principal balance of the note. For the three months ended June 30, 2017, the investor converted a total of $1,485 of the face value and $546 of accrued interest into 36,926,585 shares of common stock. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $-0- and $1,125, 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 into a variable number of the Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices 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. During the three months ended June 30, 2017, the Company and the investor agreed to add $42,144 to the principal balance of the note for penalties under the note. The embedded conversion feature included in the penalty added to the note, resulted in an initial debt discount of $42,144, an initial derivative expense of $43,213 and an initial derivative liability of $85,357. For the three months ended June 30, 2017, amortization of the debt discount of $42,144 was charged to interest expense. For the three months ended June 30, 2017, the investor converted a total of $26,535 of the face value and $8,824 of accrued interest into 642,880,608 shares of common stock. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $147,309 and $131,700, 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 Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion. For the three months ended June 30, 2017, the investor converted a total of $44,957 of the face value and $9,482 of accrued interest into 989,798,181 shares of common stock. As of June 30, 2017, and March 31, 2017, and the outstanding principal amount of the note was $1,000 and $45,957, 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 into a variable number of the Company's common stock, based on a conversion ratio of 68% of the lowest closing bid prices 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. On May 10, 2017, the investor sent the Company a conversion notice to convert $6,521 of the face value into 118,559,273 shares of common stock. The shares were not available at the time, and the Company recorded the value of the shares to be issued, as common stock to be issued on the June 30, 2017, balance sheet. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $149,479 and $156,000, respectively. On January 11, 2015, the Company entered in to a securities purchase agreement providing for the purchase of 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. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the second note was $19,906. 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, is 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. During the three months ended June 30, 2017, the investor converted a total of $19,708 of the face value into 358,332,489 shares of common stock. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $14,712 and $34,420, 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 holder's 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. For the three months ended June 30, 2017, the investor converted a total of $15,480 of the face value and $3,332 of accrued interest into 313,530,500 shares of common stock. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $-0- and $15,480, respectively. 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. During the year ended March 31, 2017, the Company and the noteholder agreed to add $30,000 to the principal balance of the note in exchange for the noteholders waiver of Liquidated Damages as defined in the note. During the three months ended June 30, 2017, the investor converted $284,093 of the face value and $29,707 of accrued interest into 1,190,000,000 shares of common stock. On June 13, 2017, the investor sold $70,907 of the principal (see below). As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $-0- and $355,000, respectively. On October 12, 2015, the Company issued a replacement convertible promissory note in the face amount of $110,351, to Carebourn that replaced the convertible promissory note issued on April 10, 2015, with a face value of $105,000, and accrued interest of $5,351. On October 12, 2015, Carebourn and the Company assigned $15,000 of the replacement note to More Capital, LLC. (More Capital Assigned Note). On January 19, 2016, Carebourn assigned $10,000 of the replacement note to Carebourn Partners, LLC (Carebourn Partners Assigned Note). As of June 30, 2017, and March 31, 2017, the principal amount of the replacement note issued to Carebourn was $-0-. The outstanding balance of the More Capital Assigned Note is convertible into a variable number of the Company's 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. During the three months ended June 30, 2017, More Capital converted $2,050 of the face value into 34,132,000 shares of common stock. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the More Capital Assigned Note was $-0- and $2,050, respectively. The outstanding balance of the Carebourn Partners Assigned Note is convertible into a variable number of the Company's 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. During the three months ended June 30, 2017, Carebourn Partners converted $10,000 of the face value into 61,111,111 shares of common stock. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the Carebourn Partners Assigned Note was $-0- and $10,000, respectively. 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 note was convertible into a variable number of the Company's 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. During the three months ended June 30, 2017, the investor converted $78,997 of the face value and $13,950 of accrued interest into 624,136,735 shares of common stock. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $-0- and $78,997, 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 Company's 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 June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $110,000. See Note 9. On November 18, 2015, the Company issued a replacement convertible promissory note in the face amount of $47,808, that replaced 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 Company's 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. During the three months ended June 30, 2017, the investor converted a total of $42,363 of the face value and $10,997 of accrued interest into 133,400,350 shares of common stock. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the replacement note was $-0- and $42,363, 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 was convertible into a variable number of the Company's 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. The investor sold the note on May 3, 2017, and the Company issued a replacement note to the buyer, as described below. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $-0- and $27,000, respectively. 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 was convertible into a variable number of the Company's 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. The investor sold the note on May 3, 2017, and the Company issued a replacement note to the buyer, as described below. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $-0- and $20,000, respectively. 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, 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 Company's 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 June 30, 2017, and March 31, 2017, 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. See Note 9. 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, 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 Company's 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 November 8, 2016. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $80,000. 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, of which the company received $16,000 in proceeds. The outstanding balance of this note is convertible into a variable number of the Company's 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 June 30, 2017, and March 31, 2017, 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 note was convertible into a variable number of the Company's 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. During the three months ended June 30, 2017, the investor converted $18,000 of the face value and $2,114 of accrued interest into 192,825,852 shares of common stock. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $-0- and $18,000, respectively. 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 was convertible into a variable number of the Company's 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 investor sold the note on June 13, 2017, and the Company issued a replacement note to the buyer, as described below. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the note was $-0- and $18,889, respectively. On April 11, 2016, the Company issued a replacement convertible promissory note (the first replacement 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 note was convertible into a variable number of the Company's 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 carried an interest rate of 10% per annum. The investor sold a $6,646 portion of the note on June 13, 2017, and the Company issued a replacement note (the second replacement note) to the buyer, as described below. As of June 30, 2017, and March 31, 2017, the outstanding principal amount of the first replacement note was $-0- and $6,647, respectively. 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 Company's 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 note also requires 177 daily payments of $239 per day via ACH. The balance of the note as of June 30, 2017, and March 31, 2017, was $36,129. On May 1, 2017, the Company issued to a third-party investor, three convertible notes, two of which were for $50,000 each and one for $17,500, and three back-end convertible notes, two of which were for $50,000 each and one for $25,000. All of the notes have a stated interest of 8% and each note is convertible at any time following the funding of such note, into a variable number of the Company's common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six- month anniversary of the note the conversion price shall have ceiling of $0.0005. The three convertible notes were funded on May 1, 2017, when the Company received proceeds of $111,625, after disbursements for the lenders transaction costs, fees and expenses. The embedded conversion feature included in the three notes resulted in an initial debt discount of $117,500, an initial derivative expense of $319,692 and an initial derivative liability of $437,192. For the three months ended June 30, 2017, amortization of the debt discount of $19,583 was charged to interest expense. As of June 30, 2017, the outstanding principal balance of the three convertible notes was $117,500. On May 1, 2017, the Company issued to a third-party investor, three convertible notes, two of which were for $50,000 each and one for $17,500, and three back-end convertible notes, two of which were for $50,000 each and one for $25,000. All of the notes have a stated interest of 8% and each note is convertible at any time following the funding of such note, into a variable number of the Company's common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six- month anniversary of the note the conversion price shall have ceiling of $0.0005. The three convertible notes were funded on April 28, 2017, and May 3, 2017, when the Company received proceeds of $85,000 and $26,625, respectively, after disbursements for the lenders transaction costs, fees and expenses. The embedded conversion feature included in the three notes resulted in an initial debt discount of $117,500, an initial derivative expense of $319,692 and an initial derivative liability of $437,192. For the three months ended June 30, 2017, amortization of the debt discount of $19,583 was charged to interest expense. As of June 30, 2017, the outstanding principal balance of the three convertible notes was $117,500. On May 2, 2017, the Company issued a convertible note for legal services previously provided with a face value of $23,000 and stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Company's 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. The investor sold the note on May 3, 2017, and the Company issued a replacement note to the buyer, as described below. On May 3, 2017, the Company issued a convertible promissory note, with a face value of $124,775 and stated interest of 10% to a third-party investor. The note is convertible at any time after ninety days following the funding of the note into a variable number of the Company's 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 was funded on May 4, 2017, when the Company received proceeds of $100,000, after disbursements for the lenders transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $108,500, an initial derivative expense of $104,007 and an initial derivative liability of $212,507. For the three months ended June 30, 2017, amortization of the debt discount of $17,481 was charged to interest expense. The note also requires 240 daily payments of $520 per day via ACH. For the three months ended June 30, 2017, the Company paid $18,720. As of June 30, 2017, the outstanding principal balance of the note was $106,055. On May 3, 2017, the Company issued three replacement notes to a third party investor. The replacement notes were in the amounts of $22,000, $29,700 and $25,300, respectively, and replaced notes issued in the amounts of $20,000, $27,000 and $23,000, respectively. The three replacement notes have a stated interest of 8% and each note is convertible at any time into a variable number of the Company's common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six- month anniversary of the notes the conversion price shall have ceiling of $0.0005. The embedded conversion feature included in the three replacement notes resulted in an initial debt discount of $77,000, an initial derivative expense of $158,790 and an initial derivative liability of $235,790. For the three months ended June 30, 2017, amortization of the debt discount of $12,405 was charged to interest expense. As of June 30, 2017, the principal balance of the three replacement notes in the aggregate is $77,000. On June 8, 2017, the Company issued to a third-party investor a convertible promissory note for $140,750 and a back-end convertible note for $140,750. The notes have a stated interest of 8% and each note is convertible at any time following the funding of such note into a variable number of the Company's common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six-month anniversary of the note the conversion price shall have ceiling of $0.0005. The note was funded on June 15, 2017, when the Company received proceeds of $135,000, after disbursements for the lenders transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $140,750, an initial derivative expense of $454,574 and an initial derivative liability of $595,324. For the three months ended June 30, 2017, amortization of the debt discount of $5,865 was charged to interest expense. As of June 30, 2017, the principal balance of the note is $140,750. On June 8, 2017, the Company issued to a third-party investor a convertible promissory note for $140,750 and a back-end convertible note for $140,750. The notes have a stated interest of 8% and each note is convertible at any time following the funding of such note, convertible into a variable number of the Company's common stock, based on a conversion ratio of 55% of the lowest traded price for 20 days prior to conversion. Beginning on the six-month anniversary of the note the conversion price shall have ceiling of $0.0005. The note was funded on June 15, 2017, when the Company received proceeds of $135,000, after disbursements for the lenders transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $140,750, an initial derivative expense of $454,574 and an initial derivative liability of $595,324. For the three months ended June 30, 2017, amortization of the debt discount of $5,865 was charged to interest expense. As of June 30, 2017, the principal balance of the notes is $140,750. On June 9, 2017, the Company issued a convertible promissory note, with a face value of $165,025 and stated interest of 10% to a third-party investor. The note is convertible at any time after ninety days following the funding of the note into a variable number of the Company's 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 was funded on May 12, 2017, when the Company received proceeds of $135,000, after disbursements for the lenders transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $143,500, an initial derivative expense of $134,496 and an initial derivative liability of $277,996. For the three months ended June 30, 2017, amortization of the debt discount of $8,371 was charged to interest expense. The note also requires 240 daily payments of $680 per day via ACH. For the three months ended June 30, 2017, the Company paid $8,160. As of June 30, 2017, the outstanding principal balance of the note was $156,865. On June 13, 2017, an investor purchased a $6,879 portion of a collateralized secured convertible replacement promissory issued on April 11, 2016, that had a remaining face value of $6,646 and accrued interest of $233. The purchased note is convertible into a variable number of the Company's 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 June 30, 2017, the outstanding principal amount of the purchased note was $6,879. On June 13, 2017, an investor purchased a $21,056 portion of a collateralized secured convertible promissory issued on April 11, 2016, that had a remaining face value of $18,889 and accrued interest of $2,167. The purchased note is convertible into a variable number of the Company's 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 June 30, 2017, the outstanding principal amount of the purchased note was $21,056. On June 13, 2017, an investor purchased a $70,907 portion of a convertible promissory note issued on August 17, 2015. During the three months ended June 30, 2017, the investor converted $62,554 of the face value into 119,955,456 shares of common stock. As of June 30, 2017, the outstanding principal amount of the purchased note was $8,353. On June 23, 2017, the Company issued a convertible promissory note, with a face value of $262,775 and stated interest of 10% to a third-party investor. The note is convertible at any time after ninety days following the funding of the note into a variable number of the Company's 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 was funded on June 23, 2017, when the Company received proceeds of $220,000, after disbursements for the lenders transaction costs, fees and expenses. The embedded conversion feature included in the note resulted in an initial debt discount of $228,500, an initial derivative expense of $187,733 and an initial derivative liability of $416,233. For the three months ended June 30, 2017, amortization of the debt discount of $4,443 was charged to interest expense. The note also requires 180 daily payments of $1,460 per day via ACH. For the three months ended June 30, 2017, the Company paid $5,840. As of June 30, 2017, the outstanding principal balance of the note was $256,935. A summary of the convertible notes payable balance as of June 30, 2017, and March 31, 2017 is as follows: June 30, 2017 March 31, 2017 Principal balance $ 1,809,680 $ 1,311,163 Unamortized discount (1,115,504 ) (39,436 ) Ending balance, net $ 694,176 $ 1,271,727 The following is a roll-forward of the Companys convertible notes and related discounts for the three months ended June 30, 2017: Principal Balance Debt Discounts Total Balance at March 31, 2017 $ 1,311,163 $ (39,436 ) $ 1,271,727 New issuances 1,101,475 (1,210,540 ) (109,065 ) Liquidated damages added to note 42,504 (42,144 ) 360 Conversions (612,742 ) - (612,742 ) Cash payments (32,720 ) - (32,720 ) Amortization - 176,616 176,616 Balance at June 30, 2017 $ 1,809,680 $ (1,115,504 ) $ 694,176 |