Note 4 - Convertible Promissory Notes | NOTE 4 CONVERTIBLE PROMISSORY NOTES Following is a summary of our outstanding convertible promissory notes as of January 31, 2017: [ [ Current Balances Lender Issue Date Maturity Principle Interest Total RDW Capital, LLC Note 3 3/10/2016 9/10/16 792 - 792 RDW Capital, LLC Note 4 5/13/2016 11/13/16 - 4,540 4,540 RDW Capital, LLC Note 5 5/20/2016 11/20/16 - 2,742 2,742 RDW Capital, LLC Note 6 8/22/2016 2/22/17 157,500 5,773 163,273 RDW Capital, LLC Note 7 9/1/2016 3/1/17 157,500 5,410 162,910 Totals $ 315,792 $ 18,465 $ 334,257 Debt discount balance (37,071) Balance sheet balances $ 278,721 Following is a summary of our outstanding convertible promissory notes as of April 30, 2016: [ Current Balances Lender Issue Date Maturity Principle Interest Total LG Capital Funding, LLC 4/20/2016 9/11/2016 $ 13,000 $ 34 $ 13,034 Black Forest Capital, LLC 10/8/2015 10/8/2016 19,500 3,001 22,501 RDW Capital, LLC Note 1 11/10/2015 5/10/16 157,500 6,136 163,636 RDW Capital, LLC Note 2 12/31/2015 6/30/16 105,000 2,861 107,861 RDW Capital, LLC Note 3 3/10/2016 9/10/16 792 614 1,406 Totals $ 295,792 $ 12,646 $ 308,438 Debt discount balance (204,718) Balance sheet balances $ 91,074 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 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 and proceeds of $ 75,000 net of legal expenses (the LG Note). The LG Note was convertible into common stock at a price equal to 60% of the lowest trading price during the 20 trading days immediately preceding the applicable conversion. The LG Note principle was discounted for the value of the legal fees of $6,000 and the intrinsic value of the beneficial conversion feature of $68,000. The resulting $74,000 discount was fully accreted through July 31, 2016 due to full repayment of the LG Note on May 2, 2016. During the nine months ended January 31, 2017 , the Company recognized no interest expense and debt discount accretion of $ 7,741 . On May 2, 2016, LG converted the remaining $ 13,034 of principal and interest into 775,844 shares of common stock. 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 matured in 12 months on October 8, 2016. The Black Forest Note was 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 20 trading days immediately preceding the applicable conversion. The Black Forrest Note principle was discounted for the value of legal fees of $3,000 and the intrinsic value of the beneficial conversion feature of $50,000. The calculated intrinsic value was $ 127,199 . As this amount resulted in a total debt discount that exceeded the Black Forest Note principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of the Black Forest Note. The resulting $53,000 discount was accreted through July 31, 2016 due to repayment of the Black Forest Note. During the nine months ended January 31, 2017 , the Company recognized no interest expense and debt discount accretion of $ 9,992 . During the nine months ended January 31, 2017 , Black Forrest converted the remaining $ 22,499 of principal and interest, as of April 30, 2016, into 11,076,775 shares of common stock. RDW Capital, LLC On November 12, 2015, the Company entered into a Securities Purchase Agreement (RDW SPA 1) with RDW Capital, LLC (RDW), a Florida limited liability company. On November 12, 2015, the Company and RDW entered into the First Amended Securities Purchase Agreement. On November 12, 2015, the Company and RDW entered into the Second Amended Securities Purchase Agreement. On February 17, 2016, the Company and RDW entered into the Third Amended Securities Purchase Agreement. On February 17, 2016, the Company and RDW entered into the Fourth Amended Securities Purchase Agreement. On May 9, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 2). On August 22, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 3). On September 1, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 4). RDW SPA 1, amendments thereto, RDW SPA 2, RDW SPA 3 and RDW SPA 4 may hereinafter be referred to collectively as, the RDW SPAs . RDW Note 1 - In connection with RDW SPA 1 and amendments thereto, on November 12, 2016, the Company issued to RDW a convertible note (RWD Note 1) due on April 10, 2016 in the principal amount of $ 157,500 of which the Company received proceeds of $130,000 after payment of a $7,500 original issue discount ( OID . RDW Note 1 principle was discounted for the value of the OID, due diligence fees and the intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $121,406. As this amount resulted in a total debt discount that was less than RDW Note 1 principal, the full $121,406 discount was recognized. The resulting $148,906 discount was accreted over the 5 month term of RDW Note 1 through April 10, 2016. RDW Note 2 - In connection with RDW SPA 1 and amendments thereto, on December 31, 2015, the Company issued to RDW a convertible note (RDW Note 2) due on June 30, 2016 in the principal amount of $ 105,000 of which the Company received proceeds of $90,000 after payment of a $5,000 OID and due diligence fees totaling $10,000 . RDW Note 2 principle was discounted for the value of the OID, due diligence fees and the intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $98,086. As this amount resulted in a total debt discount that exceeds RDW Note 2 principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of RDW Note 2. The resulting $105,000 discount was accreted over the 5 month term of RDW Note 2 through June 30, 2016. RDW Note1 and RDW Note 2 - During the three and nine months ended January 31, 2017 , the Company recognized the following transactions related to RDW Note 1 and RDW Note 2: Recorded ($950) and $3,458 of interest expense, respectively, Recorded $0 and $35,192 of debt discount accretion, respectively, and Issued 3,774,139 shares of common stock upon the conversion of $12,455 of note interest payable during the three months ended January 31, 2017 and issued 119,713,246 shares of common stock upon the conversion of $274,954 of note principle and interest during the nine months ended January 31, 2017. RDW Note 3 - In connection with RDW SPA 1 and amendments thereto, on March 10, 2016, the Company issued to RDW a convertible note (RDW Note 3) due on September 10, 2016 in the principal amount of $ 210,000 of which the Company received proceeds of $180,000 after payment of a $10,000 OID and due diligence fees totaling $20,000. RDW Note 3 principal was discounted for the OID, due diligence fees, stock issued to an advisor in connection with RDW Note 3 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 RDW Note 3 principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of RDW Note 3. The resulting $210,000 discount was accreted through April 30, 2016, the date RDW Note 3 was paid down to a principal and interest balance of $1,405. During the three and nine months ended January 31, 2017, the Company recognized ($613) of interest expense and $151,793 of debt discount accretion related to RDW Note 3. RDW Note 4 RDW Note 4 principle was discounted for the value of the OID, legal fees due diligence fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $70,000. As this amount resulted in a total debt discount that was less than RDW Note 4 principal, the full $70,000 discount was recognized. The resulting $92,500 discount was accreted over the 6 month term of RDW Note 4 through November 13, 2016. During the three and nine months ended January 31, 2017 , the Company recognized the following transactions related to RDW Note 4: · Recorded $750 and $4,540 of interest expense, respectively, Recorded $6,535 and $92,500 of debt discount accretion, respectively, and Issued 32,872,308 shares of common stock upon the conversion of $92,680 of note principle during the three months ended January 31, 2017 and issued 41,672,308 shares of common stock upon the conversion of $105,000 of note principle during the nine months ended January 31, 2017 leaving a remaining balance of $4,540 of interest payable as of January 31, 2017. RDW Note 5 RDW Note 5 principle was discounted for the value of the OID, due diligence fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $35,000. As this amount resulted in a total debt discount that was less than RDW Note 5 principal, the full $35,000 discount was recognized. The resulting $42,500 discount was accreted over the 6 month term of RDW Note 5 through November 20, 2016. During the three and nine months ended January 31, 2017, the Company recognized the following transactions related to RDW Note 5: · Recorded $775 and $2,743 of interest expense, respectively, Recorded $4,620 and $52,500 of debt discount accretion, respectively, and Issued 20,192,308 shares of common stock upon the conversion of $52,500 of note principle during the three months ended January 31, 2017 leaving a remaining balance of $2,742 of interest payable as of January 31, 2017. RDW Note 6 RDW Note 6 principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $105,000. As this amount resulted in a total debt discount that was less than RDW Note 6 principal, the full $105,000 discount was recognized. The resulting $132,500 discount is being accreted over the 6 month term of RDW Note 6 through February 22, 2017. During the three and nine months ended January 31, 2017, the Company recognized $3,304 and $5,773, respectively, of interest expense and $66,250 and $116,658, respectively, of debt discount accretion related to RDW Note 6. RDW Note 7 RDW Note 7 principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $105,000. As this amount resulted in a total debt discount that was less than RDW Note 7 principal, the full $105,000 discount was recognized. The resulting $132,500 discount is being accreted over the 6 month term of RDW Note 7 through March 1, 2017. During the three and nine months ended January 31, 2017, the Company recognized $3,296 and $5,410, respectively, of interest expense and $67,348 and $111,271, respectively, of debt discount accretion related to RDW Note 7. RDW Note 1, RDW Note 2, RDW Note 3, RDW Note 4, RDW Note 5, RDW Note 6 and RDW Note 7 may hereinafter be referred to collectively as, the RDW Notes The RDW Notes have the following terms and conditions: · The principal amount outstanding accrues interest at a rate of eight percent (8%) per annum. · Interest is due and payable on each conversion date and on the Maturity Date. · At any time, at the option of the holder, the RDW notes are convertible, into shares of our common stock at a conversion price equal to sixty percent (60%) of the lowest traded price of our common stock in the twenty (20) days prior to the conversion date, at any time, at the option of the holder (the Conversion Price). · T he RDW Notes are unsecured obligations. · We may prepay the RDW Notes 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%). RDW may continue to convert the notes from the date of the notice of prepayment until the date of prepayment. · Default interest of twenty-four percent (24%) per annum. · Interest on overdue accrued and unpaid interest will incur a late fee of the lower of eighteen percent (18%) per annum or the maximum rate permitted by law. · Upon an event of default, RDW may accelerate the outstanding principal, plus accrued and unpaid interest, and other amounts owing through the date of acceleration (Acceleration). · Upon Acceleration, the amount due will be one hundred thirty percent (130%) of the outstanding principal amount of the Note and accrued and unpaid interest, together with payment of all other amounts, costs, expenses and liquidated damages. · In the event of our default, at the request of the holder, we must pay one hundred fifty percent (150%) of the outstanding balance plus accrued interest and default interest. · We must reserve three (3) times the amount of shares necessary for the issuance of common stock upon conversion. · Conversions of the RDW Notes shall not be permitted if such conversion will result in the holder owning more than four point ninety-nine percent (4.99%) of our common shares outstanding after giving effect to such conversion. In total, during the three and nine months ended January 31, 2017, the Company recognized $7,175 and $17,553, respectively, of interest expense and $ and $144,753 and $514,722, respectively, of debt discount accretion related to the RDW Notes. In total, during the three months ended January 31, 2017, RDW converted $157,635 of RDW Note principal and interest payable into 56,838,755 shares of common stock. In total, during the nine months ended January 31, 2017, RDW converted $432,454 of RDW Note principal and interest payable into 181,577,862 shares of common stock. |