Convertible Promissory Notes | NOTE 3 – CONVERTIBLE PROMISSORY NOTES The company determined that each convertible promissory note conversion feature is indexed to the Company’s stock, which is an input to a fair value measurement of a fixed-for-fixed option on equity shares. Thus, the conversion feature of the notes meets the scope exception under FASB Accounting Standards Codification (“ASC”) 815-40-15-7 and treatment under ASC 470-20 – Debt with Conversion and Other Options As of October 31, 2018, ten of the Company’s convertible promissory notes remain outstanding beyond their respective maturity dates; triggering an event of technical default under the respective agreements. Consequently, the Company is accruing interest on these notes at their respective default rates. As a result of being in default on these notes, the Holders could, at their sole discretion, call these Notes in their entirety, including all associated penalties provided for under the respective agreements. In this event, the Company may not have sufficient authorized shares to absolve itself of the defaulted Notes through the issuance of common shares of the Company. The Company is working with the current noteholders in order that it may resolve these outstanding issues as soon as practicable. As of October 31, 2018, the Company owed $380,256 in principal (before a debt discount of $4,078) and $83,001 in accrued interest on its remaining outstanding convertible promissory notes. As of April 30, 2018, the Company owed $480,623 in principal (before a debt discount of $21,225) and $62,281 in accrued interest on its remaining outstanding convertible promissory notes. October 31, 2018 April 30, 2018 Convertible promissory notes, various lending institutions, maturing at variable dates ranging from 180 days to one year from origination date, 8-12% interest and default interest of 12-24%, convertible at discount to trading price (60-61%) based on various measurements of prior trading, at face value of remaining original note principal balance, net of unamortized debt discounts and attributable deferred financing costs in the amount of $4,078 and $21,225, respectively. Principal $ 380,256 $ 480,623 Debt discount (4,078 ) (21,225 ) Total Principal $ 376,178 $ 459,398 Summary of Convertible Note Transactions: October 31, 2018 April 30, 2018 Convertible notes, May 1 $ 480,623 $ 427,128 Additional notes, face value 5,789 363,375 Conversions of debt (106,156 ) (309,880 ) Unamortized debt discounts (4,078 ) (21,225 ) Convertible notes, balance $ 376,178 $ 459,398 RDW Capital, LLC The RDW Notes have identical terms and conditions, including convertibility into common stock at the holder’s option, at a price for each share of common stock equal to 60% of the lowest traded price during the twenty (20) trading days immediately preceding the applicable conversion, and subject to anti-dilution and market adjustments set forth in the Agreement. The Notes mature in six months and bear an interest rate of 8%. In no event shall RDW effect a conversion if such conversion results in RDW beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The Notes and accrued interest may be prepaid in whole or in part at any time with ten (10) days written notice to the holder for the sum of the outstanding principal and interest multiplied by one hundred and thirty percent (130%). Any principal and interest unpaid when due shall bear interest at 24% and RDW may accelerate the outstanding principal, plus accrued and unpaid interest, and other amounts owing through the date of acceleration and the amount due will be one hundred thirty percent (130%) of the outstanding principal amount of the Note and accrued and unpaid interest. In the event the Company defaults on the accelerated balance, and at the request of the Holder, the Company must pay one hundred fifty percent (150%) of the outstanding balance plus accrued interest and default interest. The Company is required to reserve three (3) times the amount of shares necessary for the issuance of common stock upon conversion. As of October 31, 2018, the Company is in default of all RDW Notes; however, the penalty provision election has not been made by the Holder of the Note. In the event and at any time this election is made, additional default penalties would need to be accrued and due immediately for all notes in the amount of approximately $144,182. Note 3 The principal was discounted for the OID, due diligence fees, stock issued to an advisor in connection with the note totaling $18,000, and the intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $227,391. As this amount resulted in a total debt discount that exceeded the note principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of the note. The Note became due and payable on September 10, 2016 and the Company is in default of its obligations under the Note and the default interest rate of 24% per annum is being accrued beginning on September 11, 2016. During the six months ended October 31, 2018 and 2017, respectively, the Company issued no common shares for payment on the note. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $792 and $792 in principle and $0 and $0 in interest, respectively. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 13,196,334. The number of common shares the Company is required to have in reserve on the note is 39,589,002. Note 4 The principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the BCF. The calculated intrinsic value was $70,000. As this amount resulted in a total BCF debt discount that was less than note principal, the full $70,000 discount was recognized. The resulting $92,500 discount was accreted over the 6 month term of the Note. The Note became due and payable on November 13, 2016 and the Company is in default of its obligations under the Note. The default interest rate of 24% per annum is being accrued beginning on November 14, 2016. During the six months ended October 31 2018, the Company issued no common shares for payment on the Note. During the six months ended October 31, 2017, the Company issued 71,341,227 common shares for a value of $105,000, satisfying the note principal, and leaving a balance due of $4,540 in accrued interest. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $0 and $0 in principle and $4,540 and $4,540 in interest, respectively. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 75,664,694. The number of common shares the Company is required to have in reserve on the note is 226,994,082. Note 5 The principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the BCF. The calculated intrinsic value was $35,000. As this amount resulted in a total BCF debt discount that was less than note principal, the full $35,000 discount was recognized. The resulting $42,500 discount was accreted over the 6 month term of the Note. The Note became due and payable on November 20, 2016 and the Company is in default of its obligations under the Note. The default interest rate of 24% per annum is being accrued beginning on November 21, 2018. During the six months ended October 31 2018, the Company issued no common shares for payment on the Note. During the six months ended October 31, 2017, the Company issued 80,769 common shares for a value of $52,500, satisfying the note principal, and leaving a balance due of $2,743 in accrued interest. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $0 and $0 in principle and $2,742 and $2,742 in interest, respectively. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 45,706,301. The number of common shares the Company is required to have in reserve on the note is 137,118,903. Note 6 The principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the BCF. The calculated intrinsic value was $105,000. As this amount resulted in a total BCF debt discount that was less than note principal, the full $105,000 discount was recognized. The resulting $132,500 discount was accreted over the 6 month term of the Note. The Note became due and payable on February 22, 2017 and the Company is in default of its obligations under the Note. The default interest rate of 24% per annum is being accrued beginning on February 23, 2017. During the six months ended October 31 2018, the Company issued no common shares for payment on the Note. During the six months ended October 31, 2017, the Company issued 579,733 common shares for a value of $31,674, satisfying the note principal, and leaving a balance due of $8,398 in accrued interest. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $0 and $0 in principle and $889 and $889 in interest, respectively. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 14,817,664. The number of common shares the Company is required to have in reserve on the note is 44,452,992. Note 7 The principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the BCF. The calculated intrinsic value was $105,000. As this amount resulted in a total BCF debt discount that was less than note principal, the full $105,000 discount was recognized. The resulting $132,500 discount was accreted over the 6 month term of the Note. The Note became due and payable on October 31, 2018 and the Company will be in default of its obligations under the Note. The default interest rate of 24% per annum will be accrued beginning on November 1, 2018. During the six months ended October 31 2018, the Company issued no common shares for payment on the Note. During the six months ended October 31, 2017, the Company issued 16,753,900 common shares for a value of $115,148, and was applied to the Note principal. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $25,700 and $25,700 in principle and $16,776 and $13,397 in interest, respectively. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 707,937,309. The number of common shares the Company is required to have in reserve on the note is 2,123,811,927. Note 8 The principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the BCF. The calculated intrinsic value was $217,000. As this amount resulted in a total debt discount that exceeded the principal, the discount recorded for the BCF was limited to the principal amount of the Note. The resulting $210,000 discount was accreted over the 6 month term of the Note. The Note became due and payable on October 31, 2018 and the Company will be in default of its obligations under the Note. The default interest rate of 24% per annum will begin accruing on November 1, 2018. During the six months ended October 31, 2018, the Company issued 57,100,000 common shares for a value of $14,754, and was applied to the Note principal. During the six months ended October 31 2017, the Company issued no common shares for payment on the Note. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $1,221 and $15,975 in principle and $5,964 and $5,512 in interest, respectively. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 119,756,048. The number of common shares the Company is required to have in reserve on the note is 359,268,144. Note 9 The principle was discounted for the value of the OID, fees and intrinsic value of the BCF. The calculated intrinsic value was $72,000. As this amount resulted in a total debt discount that exceeded the principal, the discount recorded for the BCF was limited to the principal amount of the Note. The resulting $78,750 discount was accreted over the 6 month term of the Note. The Note became due and payable on October 31, 2018 and the Company is in default of its obligations under the Note. The default interest rate of 24% per annum will be accrued beginning on November 1, 2018. During the six months ended October 31 2018, the Company issued 130,800,000 common shares for a value of $16,322, and was applied to the principal on the Note. During the six months ended October 31, 2017, the Company issued no common shares for payment on the Note. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $62,428 and $78,750 in principle and $10,459 and $7,243 in interest, respectively. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 1,214,790,559. The number of common shares the Company is required to have in reserve on the note is 3,644,371,677. Note 10 The principle was discounted for the value of the OID, fees and intrinsic value of the BCF. The calculated intrinsic value was $134,000. As this amount resulted in a total debt discount that exceeded the principal, the discount recorded for the BCF was limited to the principal amount of the Note. The resulting $110,000 discount was accreted over the 6 month term of the Note. The Note became due and payable on October 31, 2018 and the Company will be in default of its obligations under the Note. The default interest rate of 24% per annum will be accrued beginning on November 1, 2018. During the six months ended October 31 2018 and 2017, the Company issued no shares on the Note. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $7,510 in accrued interest. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 125,169,335. The number of common shares the Company is required to have in reserve on the note is 375,508,005. Note 11 The principle was discounted for the value of the OID and issuance fees. The BCF intrinsic value was $102,000. As this amount resulted in a BCF that exceeded the Note proceeds, accretion of the BCF was limited to $65,000 which was accreted over the 6 month term of the Note. The Note became due and payable on October 31, 2018 and the Company will be in default of its obligations under the Note. The default interest rate of 24% per annum is being accrued beginning on November 1, 2018. During the six months ended October 31 2018, the Company issued 138,791,667 common shares for a value of $9,050 and was applied against the principal on the Note. During the six months ended October 31, 2017, the Company issued no shares on the Note. As of October 31, 2018 and April 30, 2018, the Company owed $81,375 and $81,375 in principal and $9,947 and $6,288 in accrued interest, respectively. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 1,522,028,613. The number of common shares the Company is required to have in reserve on the note is 4,566,085,839. Note 12 The principle was discounted for the value of the OID and issuance fees. The BCF intrinsic value was $107,283. As this amount resulted in a BCF that exceeded the Note proceeds, accretion of the BCF was limited to $52,500 which was accreted over the 6 month term of the Note. The Note became due and payable on October 31, 2018 and the Company will be in default of its obligations under the Note. The default interest rate of 24% per annum is being accrued beginning on November 1, 2018. During the six months ended October 31 2018 and 2017, respectively, the Company issued no shares against the Note. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $52,500 and $52,500 in principal and $5,521 and $3,197 in accrued interest. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 967,013,810. The number of common shares the Company is required to have in reserve on the note is 2,901,041,430. Power Up Lending Group Ltd. The Power Up Notes have identical terms and conditions, including convertibility into common stock, at the holder’s option any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note, at a price for each share of common stock equal to 61% of the average of the lowest two (2) trading prices during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall Power Up effect a conversion if such conversion results in Power Up beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The Notes and accrued interest may be prepaid within the 180 day period following the issuance date at an amount equal to 115% - 140% of the outstanding principle and unpaid interest. After expiration of the 180 days, the Note may not be prepaid. Any principal and interest unpaid when due shall bear interest at 22%. Upon the occurrence of an event of default the balance of principle and interest shall become immediately due at the default amount which is equal to the sum of the unpaid principal and unpaid interest multiplied by 150%. Power Up Note 1 The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $44,754 and is being accreted over the 10 month term of the Note. During the six months ended October 31 2018, the Company issued 243,760,201 common shares for a value of $70,230; whereby $66,030 was applied against the principal and $4,200 was applied against the accrued interest. During the six months ended October 31 2017, the Company issued 9,232,558 common shares for a value of $3,970, which was applied against the principal on the Note. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $0 and $66,030 in principal and $0 and $4,554 in accrued interest. Power Up Note 2 The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $23,016 and is being accreted over the 9.5 month term of the Note. The Note became due and payable on August 30, 2018 and the Company is in default of its obligations under the Note. The default interest rate of 22% per annum is being accrued beginning on August 31, 2018. During the six months ended October 31, 2018, the Company issued 138,791,667 common shares for a value of $9,050, which was applied against the principal on the Note. During the six months ended October 31, 2017, the Company issued no shares against the balance on the Note. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $26,950 and $5,113 in principal and $36,000 and $2,006 in accrued interest. As of October 31, 2018, the equivalent number of common shares the Company would be required to hold in its reserves is equal to the amount required to satisfy the Note, which is 525,615,677. Power Up Note 3 The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $24,295 and is being accreted over the 10 month term of the Note. The Note became due and payable on October 10, 2018 and the Company is in default of its obligations under the Note. The default interest rate of 22% per annum is being accrued beginning on October 11, 2018. During the six months ended October 31, 2018 and 2017, the Company issued no shares against the balance on the Note. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $38,000 and $38,000 in principal and $4,109 and $1,464 in accrued interest. As of October 31, 2018, the equivalent number of common shares the Company would be required to hold in its reserves is equal to the amount required to satisfy the Note, which is 690,305,539. Power Up Note 4 The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $21,098 and is being accreted over the 9 month term of the Note. During the six months ended October 31, 2018 and 2017, the Company issued no shares against the balance on the Note. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $33,000 and $33,000 in principal and $2,709 and $613 in accrued interest. As of October 31, 2018, the equivalent number of common shares the Company would be required to hold in its reserves is equal to the amount required to satisfy the Note, which is 585,391,069. Power Up Settlement On October 8, 2019, the Company and the assignee of Power Up, “Recovery”, agreed to settle the amount of all outstanding Notes, in final settlement of all related claims for the aggregate sum of $146,925. At closing, the Company was obligated to pay the first installment of $30,000; the second installment of $15,000 due on October 22, 2019, and the third and final amount of $15,000 by November 5, 2019. Should the Company fail to pay the settlement amount by the deadline, Recovery shall have all rights under the Notes and SPA’s to convert the debt amount into common stock of the Company pursuant to the terms and provisions of the Notes. Recovery, in addition, is entitled to obtain an affirmative injunction from the Court which injunction shall remain in full force and effect until Recovery has converted the debt obligation. Recovery will also have the right to enter a money judgement and have immediate execution thereon for the default amount together with accrued and unpaid interest and full default interest against the Company, giving the Company credit for all sums received by Recovery prior to enforcement. Adar Bays, LLC The Adar Notes bear interest at the rate of 8% per annum. All interest and principal must be repaid on or before March 5, 2019. After six months, the Adar Notes are convertible into common stock, at Adar’s option, at a conversion price equal to 60% of the lowest trading price of our common stock during the 20 prior trading days prior to conversion. The Company is required to reserve three (3) times the amount of shares necessary for the issuance of common stock upon conversion. The two Adar Collateralized Notes may only be converted by Adar in the event they are paid in full. In addition, the Note contains pre-payment penalties. The Company is only required to make payments on the Back End Notes if Adar funds the Collateralized Notes. Adar has agreed to restrict its ability to convert the Adar Notes and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Adar Notes are a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Adar Notes also provides for penalties and rescission rights if the Company does not deliver shares of its common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 24%. Adar Note 1 The intrinsic value of the Adar Notes beneficial conversion feature exceeded their proceeds thereby limiting the accretion of the BCF to $43,500 and $5,500 for Adar Note 1 and the Adar Collateralized Note, respectively. Accretion is over the 12 month term of the Adar Notes. As of October 31, 2018 and April 30, 2018, respectively, the Company owed $58,289 and $52,500 in principal and $6,722 and $648 in accrued interest. As of October 31, 2018, the equivalent number of common shares the Company would be required to issue to satisfy the Note is 656,678,188. The number of common shares the Company is required to have in reserve is 1,970,034,564, which is equal to three times the amount sufficient to satisfy the note at each measurement date. Adar Settlement On October 3, 2019, the Company and Adar Bays, LLC agreed to enter into a Payment Agreement to settle the amounts outstanding on two previously outstanding Notes, whereby the Company would repay the debt in three installments; $37,000 by October 4, 2019, $18,750 by October 23, 2019, and $18,750 by November 23, 2019. The Company subsequently met all the terms of the final settlement. |