Note 4 - Convertible Promissory Notes | NOTE 4 CONVERTIBLE PROMISSORY NOTES Following is a summary of our outstanding convertible promissory notes as of October 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 - 8,398 8,398 RDW Capital, LLC Note 7 9/1/2016 2/1/18 42,352 28,640 70,992 RDW Capital, LLC Note 8 2/6/2017 2/1/18 48,412 5,607 54,019 RDW Capital, LLC Note 9 3/30/2017 2/1/18 78,750 5,036 83,786 RDW Capital, LLC Note 10 4/26/2017 2/1/18 110,000 4,947 114,947 RDW Capital, LLC Note 11 5/30/2017 2/1/18 81,375 2,833 84,208 RDW Capital, LLC Note 12 8/7/2017 2/7/18 52,500 1,001 53,501 Power Up Lending Gp, Ltd. 10/20/2017 7/30/18 70,000 254 70,254 Totals $ 484,181 $ 63,999 $ 548,180 Debt discount balance (93,851) Balance sheet balances $ 390,330 Following is a summary of our outstanding convertible promissory notes as of April 30, 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 31,674 8,291 39,965 RDW Capital, LLC Note 7 9/1/2016 3/1/17 157,500 8,664 166,164 RDW Capital, LLC Note 8 2/6/2017 8/5/17 48,412 1,477 49,889 RDW Capital, LLC Note 9 3/30/2017 9/29/17 78,750 544 79,294 RDW Capital, LLC Note 10 4/26/2017 10/26/17 110,000 98 110,098 Totals $ 427,128 $ 26,356 $ 453,484 Debt discount balance (286,159) Balance sheet balances $ 140,969 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 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. On May 2, 2016, LG converted the remaining balance of principal and interest into shares of common stock. During the three months ended July 31, 2016, the Company recognized debt discount accretion of $7,741. 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. On July 8, 2016, Black Forrest converted the remaining balance of principal and interest into shares of common stock. During the three months ended July 31 , 2016 , the Company recognized debt discount accretion of $9,992. 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). On March 31, 2017, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 5). On August 8, 2017, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 6). RDW SPA 1, amendments thereto, RDW SPA 2, RDW SPA 3, RDW SPA 4, RDW SPA 5 and RDW SPA 6 may hereinafter be referred to collectively as, the RDW SPAs . 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 $98,000. 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. Related to RDW Note1 and RDW Note 2, during the three and six months ended October 31, 2016 , the Company recognized $652 and $4,408, respectively of interest expense and $35,192 of accretion related to the debt discount was recognized during the six months ended October 31, 2016. 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 $227,000. 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 $792. During the three and six months ended October 31, 2016, the Company recognized $0 and $151,793 of accretion related to the debt discount. 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 six months ended October 31, 2016, the Company recognized $1,971 and $3,790, respectively, of interest expense and $46,250 and $85,965, respectively, of accretion related to the debt discount. 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 six months ended October 31, 2016, the Company recognized $1,059 and $1,968, respectively, of interest expense and $21,250 and $37,880, respectively, of accretion related to the debt discount. 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 was accreted over the 6 month term of RDW Note 6 through February 22, 2017. During the three months ended October 31, 2017 and 2016, the Company recognized $0 and $2,469, respectively, of interest expense. During the six months ended October 31, 2017 and 2016, the Company recognized $108 and $2,469, respectively, of interest expense. During the three months ended October 31, 2017 and 2016, the Company recognized $0 and $50,408, respectively, of accretion related to the debt discount. During the six months ended October 31, 2017 and 2016, the Company recognized $0 and $50,408, respectively, of accretion related to the debt discount. RDW began converting the RDW Note 6 principal into shares of common stock beginning in March 2017. During the three months ended October 31, 2017, RDW did not convert any of RDW Note 6. During the six months ended October 31, 2017, RDW converted $31,674 into 579,733 shares. 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 was accreted over the 6 month term of RDW Note 7 through March 1, 2017. During the three months ended October 31, 2017 and 2016, the Company recognized $1,785 and $2,114, respectively, of interest expense. During the six months ended October 31, 2017 and 2016, the Company recognized $4,733 and $2,114, respectively, of interest expense. During the three and six months ended October 31, 2016, the Company recognized $43,923, of accretion related to the debt discount which was fully accreted as of April 30, 2017. RDW began converting the RDW Note 7 principal into shares of common stock beginning in May 2017. During the three and six months ended October 31, 2017, RDW converted $64,124 into 13,274,700 shares and $112,200 into 16,753,900 shares, respectively. RDW Note 8 RDW Note 8 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 $217,000. As this amount resulted in a total debt discount that exceeded RDW Note 8 principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of RDW Note 8. The resulting $210,000 discount is being accreted over the 6 month term of RDW Note 8 through August 5, 2017. During the three and six months ended October 31, 2017, the Company recognized $1,051 and $2,082, respectively, of interest expense and $5,834 and $113,167, respectively, of accretion related to the debt discount. RDW Note 9 RDW Note 9 principle was discounted for the value of the OID, fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $72,000. As this amount resulted in a total debt discount that exceeded RDW Note 9 principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of RDW Note 9. The resulting $78,750 discount is being accreted over the 6 month term of RDW Note 9 through September 29, 2017. During the three and six months ended October 31, 2017, the Company recognized $1,707 and $3,309, respectively, of interest expense and $25,820 and $65,410, respectively, of accretion related to the debt discount. RDW Note 10 RDW Note 10 principle was discounted for the value of the OID, fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $134,000. As this amount resulted in a total debt discount that exceeded RDW Note 10 principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of RDW Note 10. The resulting $110,000 discount is being accreted over the 6 month term of RDW Note 10 through October 26, 2017. During the three and six months ended October 31, 2017, the Company recognized $2,321 and $4,595, respectively, of interest expense and $51,978 and $107,582, respectively, of accretion related to the debt discount. RDW Note 11 RDW Note 11 principle was discounted for the value of the OID, fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $102,000. As this amount resulted in a total debt discount that exceeded RDW Note 11 principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of RDW Note 11. The resulting $81,375 discount is being accreted over the 6 month term of RDW Note 11 through November 30, 2017. During the three and six months ended October 31, 2017, the Company recognized $1,704 and $2,833, respectively, of interest expense and $40,688 and $68,108, respectively, of accretion related to the debt discount. RDW Note 12 RDW Note 12 principle was discounted for the value of the OID, fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $107,283. As this amount resulted in a total debt discount that exceeded RDW Note 12 principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of RDW Note 12. The resulting $52,500 discount is being accreted over the 6 month term of RDW Note 12 through February 7, 2018. During the three months ended October 31, 2017, the Company recognized $1,001 of interest expense and $24,253 of accretion related to the debt discount. RDW Note 1 through RDW Note 12 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 months ended October 31 , 2017 and 2016, the Company recognized $9,569 and $7,651, respectively, of interest expense and $148,573 and $161,831, respectively, of accretion related to the debt discount of the RDW Notes. In total, during the six months ended October 31, 2017 and 2016, the Company recognized $18,660 and $14,132, respectively, of interest expense and $378,520 and $405,161, respectively, of accretion related to the debt discount of the RDW Notes. In total, during the three months ended October 31 , 2017, RDW converted $ 64,124 of RDW Note principal into 13,274,700 shares of common stock . In total, during the six months ended October 31 , 2017, RDW converted $146,821 of RDW Note principal into 17,333,633 shares of common stock . On October 20, 2017 the Company sold and Power Up Lending Group, Ltd. (Power Up) purchased a 12% convertible note in the principal amount of $70,000 (the Power Up Note) of which the Company received $60,300 after payment of legal fees. The Power Up Note matures on July 30, 2018. The Power Up Note is convertible into common stock, at Power Ups option any time during the period beginning on the date which is one hundred eighty (180) days following the date of rgw Power Up 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 Power Up Note 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 Power Up 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 interest multiplied by 150% which result is then multiplied by two (2) (the "Default Amount"). 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 Power Up 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. This Power Up Note has been discounted by $44,754 which is being accreted over the 10 month term of the Power Up Note. During the three and Six Months Ended October 31, 2017, the Company recognized interest expense of $254 and $2,117 of debt discount accretion related to the Power Up Note. |