Note 4 - Convertible Promissory Notes | NOTE 4 CONVERTIBLE PROMISSORY NOTES Following is a summary of our outstanding convertible promissory notes as of January 31, 2018: 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 - 889 889 RDW Capital, LLC Note 7 9/1/2016 2/1/18 25,701 14,276 39,977 RDW Capital, LLC Note 8 2/6/2017 2/1/18 48,412 4,633 53,045 RDW Capital, LLC Note 9 3/30/2017 2/1/18 78,750 5,559 84,309 RDW Capital, LLC Note 10 4/26/2017 2/1/18 77,338 6,932 84,270 RDW Capital, LLC Note 11 5/30/2017 2/1/18 81,375 4,572 85,947 RDW Capital, LLC Note 12 8/7/2017 2/7/18 52,500 2,106 54,606 Power Up Lending Gp Note 1 10/20/2017 7/30/18 70,000 2,411 72,411 Power Up Lending Gp Note 2 11/16/2017 8/30/18 36,000 911 36,911 Power Up Lending Gp Note 3 1/5/2018 10/10/18 38,000 326 38,326 Totals $ 508,868 $ 49,897 $ 558,765 Debt discount balance (85,426) Balance sheet balances $ 423,442 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 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 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. As of April 30, 2016, RDW Note 3 was paid down to a principal balance of $792. During the three and nine months ended January 31, 2017, 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 nine months ended January 31, 2017, the Company recognized $750 and $4,540, respectively, of interest expense and $6,535 and $92,500, 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 nine months ended January 31, 2017, the Company recognized $775 and $2,742, respectively, of interest expense and $4,620 and $42,500, 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 January 31, 2018 and 2017, the Company recognized -$293 and $3,304, respectively, of interest expense. During the nine months ended January 31, 2018 and 2017, the Company recognized -$186 and $5,773, respectively, of interest expense. During the three months ended January 31, 2018 and 2017, the Company recognized $0 and $66,250, respectively, of accretion related to the debt discount. During the nine months ended January 31, 2018 and 2017, the Company recognized $0 and $132,500, 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 January 31, 2018, RDW converted $7,216 of unpaid interest into 4,340,000 shares. During the nine months ended January 31, 2018, RDW converted $39,183 into 4,919,733 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 January 31, 2018 and 2017, the Company recognized $879 and $3,296, respectively, of interest expense. During the nine months ended January 31, 2018 and 2017, the Company recognized $5,612 and $8,664, respectively, of interest expense. During the three and nine months ended January 31, 2017, the Company recognized $67,348 and 111,271, respectively, 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 nine months ended January 31, 2018, RDW converted $16,652 into 7,832,000 shares and $131,800 into 24,585,900 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 nine months ended January 31, 2018, the Company recognized $1,073 and $3,155, respectively, of interest expense and $0 and $113,167, respectively, of accretion related to the debt discount. RDW began converting the RDW Note 8 principal into shares of common stock beginning in February 2017 through year end in April 2017. RDW has not converted any of RDW Note 8 during the nine months ended January 31, 2018. 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 nine months ended January 31, 2018, the Company recognized $1,706 and $5,015, respectively, of interest expense and $0 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 nine months ended January 31, 2018, the Company recognized $2,240 and $6,835, respectively, of interest expense and $0 and $107,582, respectively, of accretion related to the debt discount. RDW began converting the RDW Note 10 principal into shares of common stock beginning in December 2017. During the three and nine months ended January 31, 2018, RDW converted $32,662 into 22,630,500 shares. 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 nine months ended January 31, 2018, the Company recognized $1,739 and $4,572, respectively, of interest expense and $13,267 and $81,375, 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 and nine months ended January 31, 2018, the Company recognized $1,105 and $2,106, respectively, of interest expense and $26,250 and $50,503, respectively, 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: · · · · T · · · · · · · · In total, during the three months ended January 31 , 2018 and 2017, the Company recognized $8,449 and $7,175, respectively, of interest expense and $39,517 and $144,753, respectively, of accretion related to the debt discount of the RDW Notes. In total, during the nine months ended January 31, 2018 and 2017, the Company recognized $27,109 and $21,307, respectively, of interest expense and $418,037 and $549,914, respectively, of accretion related to the debt discount of the RDW Notes. In total, during the three months ended January 31, 2018, RDW converted $ 56,529 of RDW Note principal and interest into 34,802,500 shares of common stock . In total, during the nine months ended January 31, 2018, RDW converted $203,350 of RDW Note principal and interest into 52,136,133 shares of common stock . Power Up Lending Group Ltd. Power Up Note 1 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 1) of which the Company received $60,300 after payment of legal fees. The Power Up Note 1 matures on July 30, 2018. 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 1 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 1 has been discounted by $44,754 which is being accreted over the 10 month term of the Power Up Note 1. During the three and nine months ended January 31, 2018, the Company recognized interest expense of $2,157 and $2,411, respectively, and $17,702 and $19,819, respectively, of debt discount accretion. Power Up Note 2 On November 16, 2017 the Company sold and Power Up purchased a 12% convertible note in the principal amount of $36,000 (the Power Up Note 2) of which the Company received $30,000 after payment of legal fees. The Power Up Note 2 matures on August 30, 2018. 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 2 and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $23,016. This Power Up Note 2 has been discounted by $44,754 which is being accreted over the 10 month term of the Power Up Note. During the three and nine months ended January 31, 2018, the Company recognized interest expense of $911 and $7,684 of debt discount accretion. Power Up Note 3 On January 5, 2018 the Company sold and Power Up Lending Group, Ltd. (Power Up) purchased a 12% convertible note in the principal amount of $38,000 (the Power Up Note 3) of which the Company received $32,000 after payment of legal fees. The Power Up Note 3 matures on October 10, 2018. 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 3 and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $24,295. This Power Up Note 3 has been discounted by $30,295 which is being accreted over the 10 month term of the Power Up Note. During the three and nine months ended January 31, 2018, the Company recognized interest expense of $326 and $2,833 of debt discount accretion. Power Up Note 1 through Power Up Note 3 may hereinafter be referred to collectively as, the Power Up Notes The Power Up Notes have identical terms and conditions, including convertibility 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 the 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 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 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 unpaid interest multiplied by 150%. |