| Notes payable | Note 7 Notes Payable Promissory Notes
5BARz International, Inc. Unpaid Note Unpaid Balance Balance
December 17, 2012 $ 80,000 (a) $ 21,041 $ 101,041 $ 99,445
January 8, 2013 70,597 (b) 70,597 81,977
October 6, 2014 250,000 (c) 3,747 253,747 253,123
March 6, 2015 (d) 548,283
May 4, 2015 57,300 (e) 52,200 109,500 138,000
May 21, 2015 100,000 (f) 118,177 218,177 174,064
June 15, 2015 102,500 (g) 80,375 182,875 175,000
June 17, 2015 52,500 (h) 6,553 59,053 82,217
June 18, 2015 100,000 (i) 19,003 119,003 163,956
June 18, 2015 52,500 (j) 6,201 58,701 82,193
June 26, 2015 104,500 (k) 80,080 184,580 176,652
July 17, 2015 (l) 105,282
July 30, 2015 100,000 (m) 81,523 181,523 172,167
August 27, 2015 59,000 (n) 9,268 68,268 92,195
August 27, 2015 100,000 (o) 68,065 168,065 170,764
October 7-9,2015 85,000 (p) 6,441 91,441 87,514
October 28,2015 100,000 (q) 58,938 158,938 152,915
October 30, 2015 105,000 (r) 62,184 167,184 160,081
Notes payable 5BARz International Inc. $ 1,518,897 $ 673,796 $ 2,192,693 $ 2,915,828
CelLynx Group Inc. Unpaid Note Unpaid Balance Balance
May 24, 2012 $ 15,900 (s) $ 32,642 $ 48,542 $ 46,018
September 12, 2012 12,500 (t) 22,361 34,861 33,048
Notes Payable - CelLynx Group, Inc. $ 28,400 $ 55,003 $ 83,403 $ 79,066
Sub-Total $ 1,547,297 $ 728,799 $ 2,276,096 $ 2,994,894
Debt Discount (83,707) (111,630)
Total, net of debt discount $ 1,547,297 $ 728,799 $ 2,192,389 $ 2,883,264 a)
In December 2012, a shareholder purchased 1,600,000 common shares for $80,000. On January 17, 2013, the security was amended to a convertible debenture with an 8% per annum yield and may be converted into common stock, at the option of the holder, 90 days after the inception of the agreement, at a price which is a 20% discount to market, but not less than $0.05 per share. During the period from issuance of the convertible debenture issuance to March 31, 2016, interest of $21,041 was accrued on the convertible debenture, resulting in a total principal and interest due at March 31, 2016 of $101,041. A derivative liability at March 31, 2016 of $25,260 (2015 - $24,861) is accrued in these financial statements in connection with this note. b)
On January 8, 2013 the Company entered into a convertible debenture agreement with a consultant
in settlement of $147,428 payable to that consultant for services rendered. The convertible debenture yields interest at 8% per
annum and may be converted into common stock, at the option of the holder, 90 days after the inception of the agreement, at a price
which is a 20% discount to market, but not less than $0.05 per share. During the three months ended March 31, 2016 interest
of $1,620 (2015 - $1,516) was accrued on the convertible debenture. During the three months ended March 31, 2016, $25,000 was settled
by way of conversion into common stock. During the three months ended March 31, 2016 $12,000 in past due consulting fees
were added to the principal of the note. The total principal and interest due under the note at March 31, 2016 amount of $70,597
(2015 - $81,977). In addition, the Company reflected a derivative liability at March 31, 2016 of $14,645 (2015 - $20,494) in connection
with this note. c) On
October 6, 2014 the Company entered into a Note and Warrant purchase agreement with three parties who have agreed to loan up to
$1,500,000 pursuant to the terms of a convertible promissory note and warrant agreement. On the closing date, October 6, 2014 the
Company received $250,000 cash. The purchasers have agreed that at any time on or before the earlier of (i) the Purchasers
election, or (ii) the execution of an engagement letter by and between the Company and an Investment Banking Firm acceptable to
the purchaser relating to the provision of financial advisory services by the Investment Banking Firm to the Company, that the
Company will sell Notes representing the balance of the authorized principal amount not sold at the Closing to the Purchasers.
The convertible note accrues interest at a rate of 1% per annum and provides for the conversion of the principal and accrued interest
on the note into common stock at any time, at the election of the holder at a price of $0.15 per share. Further, the number of
warrants to be issued will be equal to the proceeds loaned pursuant to the note and warrant purchase agreement divided by $0.15.
The warrant has a term of five (5) years and provides a strike price of $0.20 per share. The fair value of warrants at the date
of issue was $282,767 using the Black-Scholes pricing model. The convertible promissory note and accrued interest at December 31,
2015 was $253,123, net of an unamortized debt discount of $111,630, resulting in a carrying value of $141,493. At March 31, 2016,
total interest of $3,747 was accrued to bring the total principal and interest balance to $253,747, net of an unamortized debt
discount of $83,708, resulting in a carrying value of $170,039. d)
On March 6, 2015 the Company entered into a Note and Warrant adjustment purchase agreement
with two parties who have agreed to loan $400,000 pursuant to the terms of a convertible promissory note and warrant adjustment
agreement. On the closing date, March 6, 2015 the Company received $400,000 cash. On September 6, 2015, the loan maturity was extended
for an additional 6 months in return for the accrual of a 10%, extension fee. The convertible note accrues interest at a rate of
15% semi annually and provides for the conversion of the principal and accrued interest on the note into common stock at any time,
at the election of the holder at a price of $0.05 per share. Further, warrants to acquire up to 12,441,667 shares which had been
issued in conjunction with previous financings from the note holders at strike prices ranging from $0.20 to $0.30 per share were
re-priced to a strike price of $0.05 per share with the maturity dates changed to March 6, 2017. The Company has the right to repay
the loan by payment of the principal and accrued interest at the date of repayment. On March 6, 2016 the Company settled the aggregate
principal and interest amount of $575,000, by conversion into 11,500,000 shares of common stock, issued at a price of $0.05 per
share. The amount due pursuant to this note at March 31, 2016 is nil, (2015 - $548,283). e)
On May 6, 2015 the Company entered into a convertible note arrangement with an investment
Company, in the principal amount of $250,000 of which $100,000 was advanced to the Company at the inception of the note. The Company
agreed to pay an original issue discount in an amount up to 10% of the loan amount, or $10,000. The interest rate
on the note is 12%, with 6% being charged on the Issuance Date to the Original Principal Amount in the amount of $6,600 and the
remaining 6% being charged to the Original Principal Amount on the 61th calendar day after the issuance date provided the note
has not been paid in full. The loan may be repaid at any time during the first 120 days of the note term. The note is convertible
into common stock of the issuer at the lesser of $0.09 or a discount to market of 50%, with the market defined as the lowest trade
price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.001. On November 3, 2015
an amending agreement was entered into providing for the prepayment of the note at any time up to 9 months from the loan origination
date at a rate of 145% of the then unpaid principal and interest due under the note. On November 6, 2015 the Company issued 200,000
shares pursuant to a notice of conversion of a convertible note at a price of $0.041 per share, for the conversion of $8,200. On
November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering
a default of the note. Upon the Event of Default, the outstanding balance was increased to 120%. The note is payable on demand.
On January 20, 2016, the Company entered into a settlement agreement on the convertible debt in the principal and interest amount
of $138,000, by the issuance of 200,000 shares issued on January 20, 2016, and the commitment to make a series of payments over
8 months, ending September 15, 2016 in the aggregate amount of $120,000. The Company made payments under the settlement agreement
on February 8, 2016 of $7,500 and on March 15, 2016 of $15,000 as required by the agreement. The principal and interest due under
the note at March 31, 2016 was $109,500. The remaining settlement amount of $97,500 was settled by way of the issuance of 187,500
common shares on May 2, 2016 at a price of $0.08 per share, in settlement of $15,000 and a further issue of 1,375,500 common shares
at a price of $0.06 per share in settlement of the remaining $82,500 due under the note settlement agreement. f)
On May 21, 2015 the Company entered into a convertible note arrangement with an investment
Company, in the principal amount of $200,000 of which $100,000 was advanced to the Company at the inception of the note. The Company
agreed to pay an original issue discount in an amount up to 10% of the loan amount, or $10,000. The interest rate
on the note is 12%. The prepayment penalty of the note is as follows, 5% from day 1 to 90 days, 15% from day 91 to 150 days, 18%
from day 151 to 179 days and 25% there- after on buyout of loan. The note is convertible into common stock of the issuer at a discount
to market of 40%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion
floor price at no lower than $0.00001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities
and Exchange Commission, triggering a default of the note. Upon the Event of Default the outstanding balance was increased to 118%,
in addition to that a default penalty payment of $1,000 per business day was added to the outstanding balance. The principal, interest
and penalty charges due under the note at March 31, 2016 was $218,177. On March10, 2016, a complaint was filed in relation
to the unpaid balance of this note payable (see litigation note 14). On June 28, 2016, the parties entered into a settlement agreement
in the amount of $153,000 payable in equal payments of $35,000 made in cash or shares issued at market every 21 days from the date
of settlement (see subsequent events note 16). g)
On June 15, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal amount of $125,000 of which $102,500 was advanced to the Company at the inception of the note. The Company
recorded an interest of $22,500 at inception of the note, and issued 250,000 shares at $0.10.The note is convertible into common
stock of the issuer at 0.05 if converted within 180 days after the Issuance Date, or at a discount to market of 35%, with the market
defined as the lowest trade price for a period of 20 days prior to the conversion, with a conversion floor price at no lower than
$0.0001, if converted after 180 days. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities
and Exchange Commission, triggering a default of the note. Upon the Event of Default the outstanding balance was increased to 140%.
The note is payable upon demand. On March 17, 2016 the Company settled the convertible debt in the principal and interest amount
of $175,000. The settlement agreement provides for the Company to make eight monthly payments commencing on April 15, 2016, each
in the amount of $21,875, an aggregate amount of $175,000. The principal and interest due under the note at March 31, 2016 was
$182,875. On May 3, 2016, the Company entered into an amended settlement agreement for full settlement of the note for $175,000.
The Company issued 1,500,000 common shares at a price of $0.05 per share in settlement of $75,000 due under the note and agreed
to a series of 6 monthly payments each in the amount of $11,666, commencing May 15, 2016. h)
On June 17, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal amount of $52,500 of which $50,000 was advanced to the Company at the inception of the note. The Company
recorded an interest of $2,500 at inception of the note. The interest rate on the note is 8%. The prepayment penalty of the note
is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days
and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th i)
On June 18, 2015 the Company entered into a convertible note arrangement
with an investment company, in the principal amount of $105,000 of which $100,000 was advanced to the Company at the inception
of the note. The Company agreed to pay an original issue discount in an amount up to 5% of the loan amount, or $5,000.
The interest rate on the note is 10%. The prepayment penalty of the note is as follows, 15% from day 1 to 60 days, 21% from day
61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days and 39% from day 151 to 180 days. This note may not be
prepaid after the 180 th j)
On June 18, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal amount of $52,500 of which $50,000 was advanced to the Company at the inception of the note. The Company
recorded an interest of $2,500 at inception of the note. The interest rate on the note is 8%. The prepayment penalty of the note
is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days
and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th k)
On June 26, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal amount of $110,000 of which $104,500 was advanced to the Company at the inception of the note. The Company
agreed to pay an original issue discount in an amount of $5,500. The interest rate on the note is 12%. Upon an Event
of Default the interest rate shall increase to 18%. The prepayment penalty of the note is as follows, 35% from day 1 to 90 days,
45% from day 91 to 120 days, and 50% there- after on buyout of loan. The note is convertible into common stock of the issuer at
a discount to market of 42%, with the market defined as the lowest trade price for a period of 20 days prior to the conversion,
with a conversion floor price at no lower than $0.0001. On November 22, 2015 the Company became delinquent on its filing requirements
with the Securities and Exchange Commission, triggering an Event of Default of the note. Upon the Event of Default the outstanding
balance was increased to 150% and the interest rate was increased to 18% per annum.. The note is payable upon demand. On March
7, 2016 the parties entered into a settlement agreement to settle the full amount due under the note for $177,424. The settlement
agreement provides for the Company to make eight monthly payments commencing on April 15, 2016, each in the amount of $22,178.
The principal and interest due under the note at March 31, 2016 was $184,580. l)
On July 17, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal amount of $66,250 of which $60,000 was advanced to the Company at the inception of the note. The interest
rate on the note is 10%. Upon an Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note is
as follows, 25% from day 1 to 30 days, 30% from day 31 to 60 days, 35% from day 61 to 90 days, 40% from day 91 to 120 days, 45%
from day 121 to 150 days, 50% from day 151 to 180 days. There is no right to prepayment after 180 days. The note is convertible
into common stock of the issuer at a discount to market of 45%, with the market defined as the lowest trade price for a period
of 25 days prior to the conversion, with a conversion floor price at no lower than $0.0001. On November 22, 2015 the Company became
delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note.
Upon the Event of Default the outstanding balance was increased to 150% and the interest rate was increased to 24% per annum . m) On
July 30, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $110,000
of which $100,000 was advanced to the Company at the inception of the note. The interest rate on the note is 10%. Upon an Event
of Default the interest rate shall increase to 24%. The prepayment penalty of the note is as follows, 35% from day 1 to 90 days,
and 50% there- after on buyout of loan. The note is convertible into common stock of the issuer at a discount to market of 42%,
with the market defined as the lowest trade price for a period of 25 days prior to the conversion, with a conversion floor price
at no lower than $0.00001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and
Exchange Commission, triggering an event of default of the note. Upon the event of default the outstanding balance was increased
to 150%. The note is payable upon demand. The principal and interest due under the note at March 31, 2016 was $181,523. The Company
is in the process of completing a settlement agreement for the amount due pursuant to this note. n) On
August 27, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of
$59,000 of which $55,000 was advanced to the Company at the inception of the note. The interest rate on the note is 12%. Upon an
Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note is 40%. The note is convertible into
common stock of the issuer at a discount to market of 42%, with the market defined as the lowest trade price for a period of 20
days prior to the conversion, with a conversion floor price at no lower than $0.000058. On November 22, 2015 the Company became
delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note.
Upon the event of default the outstanding balance was increased to 150%. The note is payable upon demand. On February 26, 2016,
the Company settled the convertible debt for an aggregate amount of $83,900. The settlement agreement provides for the issuance
of 312,650 common shares at a price of $0.05 per share for aggregate proceeds of $15,632 issued on February 26, 2016 and the balance
to be repaid by a series of monthly payments in the aggregate amount of $68,268 over a five month period commencing on April 15,
2016. o)
On August 27, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount
of $110,000 of which $100,000 was advanced to the Company at the inception of the note. The Company agreed to pay an original
issue discount in an amount up to 10% of the loan amount, or $10,000. The interest rate on the note is 10%. The prepayment
penalty of the note is as follows, 35% from day 1 to 90 days, 45% from day 91 to 180 days. This note may not be prepaid after the
180 th p) . In no case may the debt be converted
at less than $0.01 per share. The Company may prepay the note principal and interest at a rate of 125% of principal and interest
within 90 days of the issue date and at a rate of 135% after 90 days from the issue date. On November 22, 2015 the Company became
delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note.
Upon the event of default the interest rate was increased to 20% per annum. The notes are payable upon demand. The principal and
interest due under the notes at March 31, 2016 was $91,441 . q) On May 2, 2016, the Company entered into a settlement agreement, to pay $153,912 by way of six
monthly payments, each in the amount of $25,652, with the first payment due on May 15, 2016. r) s)
On May 24, 2012, CelLynx Group, Inc., completed a transaction pursuant to a Promissory Note
agreement, through which the Company borrowed $ 37,500
t)
On September 12, 2012, CelLynx Group,
Inc. completed a transaction pursuant to a Promissory Note agreement, through which the Company borrowed $ |
