Note 5 - Convertible Promissory Notes | NOTE 5 Convertible Promissory Notes Following is a summary of our outstanding convertible promissory notes as of October 31, 2015: Notes Current Balances Lender Issue Date Maturity Principle Interest Total EMA Financial, LLC 8/25/2015 8/25/16 $ 105,000 $ 1,553 $ 106,553 Adar Bays, LLC 9/11/2015 9/11/16 27,000 (296) 26,704 LG Capital Funding, LLC 9/11/2015 9/11/16 27,000 (296) 26,704 Auctus Fund, LLC 9/30/2015 6/30/16 66,000 450 66,450 JSJ Investments, Inc. 10/6/2015 4/6/16 56,000 462 56,462 Black Forest Capital, LLC 10/8/2015 10/8/16 53,000 335 53,335 Totals $ 334,000 $ 2,208 $ 336,208 Debt discount balance (281,172) - - Balance sheet balances $ 52,828 $ 2,208 $ 336,208 The company determined that each convertible promissory notes conversion feature is indexed to the Companys 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 Financial Accounting Standards Board (FASB) Accounting Standards Codification ("ASC") 815-40-15-7 and treatment under ASC 470-20 Debt with Conversion and Other Options EMA Financial, LLC On August 25, 2015 the Company entered into a Securities Purchase Agreement with EMA Financial, LLC (EMA), for the sale of an 8 % convertible note in the principal amount of $ 105,000 (the EMA Note) of which the Company received $ 80,504 after payment of legal and due diligence fees of $ 5,000 , finder's fee of $ 9,500 and original issue discount of $ 9,996 . The EMA Note matures in twelve (12) months on August 25, 2016. The EMA Note is convertible into common stock, at EMAs option anytime following the issuance date, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall EMA effect a conversion if such conversion results in EMA beneficially owning in excess of 4.9% of the outstanding common stock of the Company. The EMA Note can be prepaid, at redemption premiums ranging from 125% to 140%, until 90 days following the issuance date of the EMA Note, after which the Company has no right of repayment. Any amount of principle or interest which is not paid when due shall bear interest as the rate of twenty-four percent (24%). Upon the occurrence of an event of default and at the option of the EMA, the Company shall either pay an amount equal to the greater of (i) 150% of the then outstanding principle and interest, or (ii) the "parity value" of the "default sum" to be prepaid, where parity value means the highest number of shares of common stock issuable upon conversion of or otherwise pursuant to such "default sum" in accordance with Article 1, treating the trading day immediately preceding the "mandatory prepayment date" as the "conversion date" for purposes of determining the lowest applicable conversion price. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the EMA Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 145,000 . As this amount resulted in a total debt discount that exceeds the EMA Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the EMA Note less the deferred financing costs of $ 9,500 which were capitalized and are being amortized over the term of the EMA Note. The resulting $95,500 discount is being accreted over the 12 month term of the EMA Note. During the three and Six Months Ended October 31, 2015, the Company recognized interest expense of $ 1,553 , debt discount accretion of $ 17,482 and amortization of deferred financing costs of $ 1,739 related to the EMA Note. Adar Bays, LLC On September 11, 2015 the Company entered into a Securities Purchase Agreement with Adar Bays, LLC ("Adar") for the sale of an 8 % convertible note in the principal amount of $ 81,000 (which includes Adar legal expenses in the amount of $6,000) (the Adar Note) of which Adar funded $ 27,000 upon closing. We have no obligation to pay Adar any amounts on the unfunded portion of the Adar Note. Additionally, Adar issued to the Company two notes, aggregating $ 54,000 , bearing interest at the rate of 8 % per annum with each note maturing eight months from September 11, 2015 (the Adar Buyer Notes). The Adar Buyer Notes may be prepaid, without penalty, all or portion of the outstanding balance along with accrued but unpaid interest at any time prior to maturity. The Adar Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on September 11, 2016. The Adar Note is convertible into common stock anytime after 6 months, at Adars option, at a price for each share of common stock equal to 60% (the Conversion Factor) of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In the event the Company elects to prepay all or any portion of the Adar Note during the first 180 days, the Company is required to pay to Adar an amount in cash equal to 150% multiplied by the sum of all principal and interest. The note may not be prepaid after the 180th day. Adar has agreed to restrict its ability to convert the Adar Note 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 9.9% of the then issued and outstanding shares of common stock. The Adar Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Adar Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the Adar Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 40,856 . As this amount resulted in a total debt discount that exceeds the Adar Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the Adar Note. The resulting $27,000 discount is being accreted over the 12 month term of the Adar Note. During the three and Six Months Ended October 31, 2015, the Company recognized net interest income of $ 296 and $ 3,699 of debt discount accretion related to the Adar Note. LG Capital Funding, LLC On September 11, 2015 the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC ("LG") for the sale of an 8 % convertible note in the principal amount of $ 81,000 (which includes LG legal expenses in the amount of $6,000) (the LG Note) of which LG funded $ 27,000 upon closing. We have no obligation to pay LG any amounts on the unfunded portion of the LG Note. Additionally, LG issued to the Company two notes, aggregating $ 54,000 , bearing interest at the rate of 8 % per annum with each note maturing eight months from September 11, 2015 (the LG Buyer Notes). The LG Investor Notes may be prepaid, without penalty, all or portion of the outstanding balance along with accrued but unpaid interest at any time prior to maturity. The LG Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on September 11, 2016. The LG Note is convertible into common stock anytime after 6 months, at LGs option, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In the event the Company elects to prepay all or any portion of the LG Note during the first 180 days, the Company is required to pay to LG an amount in cash equal to 150% multiplied by the sum of all principal and interest. The note may not be prepaid after the 180th day. LG has agreed to restrict its ability to convert the LG Note 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 9.9% of the then issued and outstanding shares of common stock. The LG Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The LG Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the LG Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 40,856 . As this amount resulted in a total debt discount that exceeds the LG Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the LG Note. The resulting $27,000 discount is being accreted over the 12 month term of the LG Note. During the three and Six Months Ended October 31, 2015, the Company recognized net interest income of $ 296 and $ 3,699 of debt discount accretion related to the LG Note. Auctus Fund, LLC On September 30, 2015 the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (Auctus), for the sale of an 8 % convertible note in the principal amount of $ 66,000 (the Auctus Note) of which the Company received $ 57,500 after payment of legal and due diligence fees. The Auctus Note matures in nine (9) months on June 30, 2016. The Auctus Note is convertible into common stock, at Auctuss option anytime following the issuance date, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall Auctus effect a conversion if such conversion results in Auctus beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The Auctus Note and accrued interest may be prepaid from the date of issuance with the following penalties: (i) within 30 days - 125%; (ii) within 31 - 60 days - 130%; (iii) within 61 - 90 days - 135%; (iv) within 91 - 120 days - 140%; (v) within 121 - 150 days - 145%; and (vi) within 151 - 180 days - 150%. After expiration of the 180 days following the issuance, the Auctus Note may not be prepaid. Any amount of principle or interest which is not paid when due shall bear interest as the rate of twenty-four percent (24%). Upon the occurrence of an event of default and at the option of the Auctus, the Company shall either pay an amount equal to the greater of (i) 150% of the then outstanding principle and interest, or (ii) the "parity value" of the "default sum" to be prepaid, where parity value means the highest number of shares of common stock issuable upon conversion of or otherwise pursuant to such "default sum" in accordance with Article 1, treating the trading day immediately preceding the "mandatory prepayment date" as the "conversion date" for purposes of determining the lowest applicable conversion price. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the Auctus Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 62,625 . As this amount resulted in a total debt discount that exceeds the Auctus Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the Auctus Note. The resulting $66,000 discount is being accreted over the 9 month term of the Auctus Note. During the three and Six Months Ended October 31, 2015, the Company recognized interest expense of $ 450 and $ 7,467 of debt discount accretion related to the Auctus Note. JSJ Investments, Inc. On October 6, 2015 the Company sold and JSJ Investments, Inc. (JSJ) purchased a 12 % convertible note in the principal amount of $ 56,000 (the JSJ Note) of which the Company received $ 51,000 after payment of a $ 5,000 original issue discount. The JSJ Note matures in six (6) months on April 6, 2016. The JSJ Note is convertible into common stock, at JSJ s option anytime following the issuance date, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall JSJ effect a conversion if such conversion results in JSJ beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The JSJ Note and accrued interest may be prepaid at an amount equal to 150% of the outstanding principle and unpaid interest. Any amount of principle or interest which is not paid when due shall bear interest as the rate of eighteen percent (18%). Upon the occurrence of an event of default the balance of principle and interest shall increase to 150%. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the JSJ Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 57,866 . As this amount resulted in a total debt discount that exceeds the JSJ Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the JSJ Note. The resulting $56,000 discount is being accreted over the 12 month term of the JSJ Note. During the three and Six Months Ended October 31, 2015, the Company recognized interest expense of $ 462 and $ 7,650 of debt discount accretion related to the JSJ Note. Black Forest Capital, LLC On October 8, 2015 the Company sold and Black Forest Capital, LLC (Black Forest) purchased a 10 % convertible note in the principal amount of $ 53,000 (the Black Forest Note) of which the Company received $ 50,000 after payment of legal fees. The Black Forest Note matures in twelve (12) months on October 8, 2016. The Black Forest Note is convertible into common stock, at Black Forests option anytime following the issuance date, at a price for each share of common stock equal to 40% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall Black Forest effect a conversion if such conversion results in Black Forest beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The Black Forest Note and accrued interest may be prepaid within the 180 day period following the issuance date at an amount equal to 135% of the outstanding principle and unpaid interest. After expiration of the 180 days, the Black Forest Note may not be prepaid. Upon the occurrence of an event of default the balance of principle and interest shall increase to 140%. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the Black Forest Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 127,199 . As this amount resulted in a total debt discount that exceeds the Black Forest Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the Black Forest Note. The resulting $53,000 discount is being accreted over the 12 month term of the Black Forest Note. During the three and Six Months Ended October 31, 2015, the Company recognized interest expense of $ 335 and $ 3,331 of debt discount accretion related to the Black Forest Note. |