Convertible Notes Payable | Note 6. Convertible Notes Payable Convertible notes payable consists of the following as of July 31, 2017 and January 31, 2017: July 31, 2017 January 31, 2017 Convertible note, dated July 31, 2015, bearing interest at 10% per annum, maturing on July 31, 2017 and convertible into shares of common stock at $0.01 per share, in default 72,640 73,940 Convertible note, dated October 31, 2015, bearing interest at 10% per annum, maturing on October 31, 2018 and convertible into shares of common stock at $0.50 per share 156,976 156,976 Convertible note, dated January 31, 2016, bearing interest at 10% per annum, maturing on January 31, 2019 and convertible into shares of common stock at a 60% discount to the market price 82,735 82,735 Convertible note, dated March 14, 2016, bearing interest at 8% per annum, maturing on March 14, 2017, and convertible into shares of common stock at a4 5% discount to the market price, in default 1,217 1,217 Convertible note, dated March 14, 2016, bearing interest at 8% per annum, maturing on March 14, 2017, and convertible into shares of common stock at a 45% discount to the market price — 16,551 Convertible note, dated May 26, 2016, bearing interest at 8% per annum, maturing on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price, in default 67,986 67,986 Convertible note, dated May 26, 2016, bearing interest at 8% per annum, maturing on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price — 75,000 Convertible note, dated May 26, 2016, bearing interest at 8% per annum, maturing on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price, in default 11,000 — Total convertible notes payable $ 392,554 $ 474,405 Less: current portion of convertible notes payable (84,857 ) (166,708 ) Less: discount on noncurrent convertible notes payable (263,469 ) (278,882 ) Convertible notes payable, net of discount $ 44,228 $ 28,815 Current portion of convertible notes payable $ 84,857 $ 166,708 Less: discount on current convertible notes payable — (112,323 ) Convertible notes payable, net of discount $ 84,857 $ 54,385 Issuance of Convertible Promissory Notes During the six months ended July 31, 2017 and 2016, we issued Convertible Promissory Notes. The Convertible Promissory Notes bear interest and are payable at maturity along with accrued interest. The Convertible Promissory Notes and unpaid accrued interest are convertible into common stock at the option of the holder. Date Issued Maturity Date Interest Rate Conversion Rate Amount of Note March 14, 2016 March 14, 2017 8% 45% discount $ 65,000 April 30, 2016 April 30, 2019 10% 60% discount 67,986 Date Issued/Funded Maturity Date Interest Rate Conversion Rate Amount of Note February 9, 2017 March 14, 2017 8% 45% discount $ 48,449 April 27, 2017 May 27, 2017 8% 45% discount 75,000 We evaluated the terms of the new notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock Modifications of Convertible Promissory Notes On March 14, 2016, a third party purchased the outstanding principal and accrued interest of our convertible promissory noted dated April 30, 2015. We came to an agreement with the purchaser to change the conditions of the note. Principal and accrued interest on the existing note were refinanced into $68,991 of principal on the new note. The maturity date was changed to March 14, 2017. The interest rate was lowered to 8%, and the conversion rate was change to a 45% discount to the lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. We evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock We evaluated the terms of the modified note in accordance with ASC Topic No. 470 – 50, Modifications and Extinguishments Convertible Promissory Notes Issued for Cash On March 14, 2016, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $65,000, and it matures on March 14, 2017. The note bears interest at 8% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. We evaluated the terms of the note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock On the same date we issued a second note (the “back-end note”) in the amount of $65,000 in exchange for a note receivable in the same amount. The back-end note matures on March 14, 2017. The note bears interest at 8% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. The Company received proceeds of $16,551 on January 6, 2017 and the remaining proceeds of $48,449 on February 9, 2017. The note was secured by the note receivable for $65,000 from the same party. On May 26, 2016, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $75,000, and it matures on May 26, 2017. The note bears interest at 8% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. On the same date we issued a second note (the “back-end note”) in the amount of $75,000 in exchange for a note receivable in the same amount. The back-end note matures on May 26, 2017. The note bears interest at 8% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. The Company received the proceeds of this note on April 27, 2017. The note was secured by the note receivable for $75,000 from the same party. Conversions to Common Stock During six months ended July 31, 2016, the holders of our convertible promissory notes converted $80,128 of principal and accrued interest into 343,719 shares of our common stock. Of the shares converted, 94,000 shares, valued at $94, had not been issued as of July 31, 2016, and as such have been classified as stock payable. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion. During six months ended July 31, 2017, the holders of our convertible promissory notes converted $211,615 of principal and accrued interest into 2,904,086 shares of our common stock. See Note 10. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion. |