Note 3 - Convertible Promissory Notes | NOTE 3 CONVERTIBLE PROMISSORY NOTES Following is a summary of our outstanding convertible promissory notes as of July 31, 2018: Current/ Amended Current Balances Lender Issue Date Maturity Date 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 10/31/18 25,701 15,916 41,617 RDW Capital, LLC Note 8 2/6/2017 10/31/18 1,221 5,819 7,040 RDW Capital, LLC Note 9 3/30/2017 10/31/18 65,598 8,970 74,568 RDW Capital, LLC Note 10 4/26/2017 10/31/18 - 7,510 7,510 RDW Capital, LLC Note 11 5/30/2017 10/31/18 81,375 8,099 89,474 RDW Capital, LLC Note 12 8/7/2017 10/31/18 52,500 4,347 56,847 Power Up Lending Gp Note 1 10/20/2017 7/30/18 - - - Power Up Lending Gp Note 2 11/16/2017 8/30/18 34,555 3,173 37,728 Power Up Lending Gp Note 3 1/5/2018 10/10/18 38,000 2,676 40,676 Power Up Lending Gp Note 3 3/5/2018 12/15/18 33,000 1,645 34,645 Adar Note 1 3/5/2018 3/5/19 58,289 2,907 61,196 Totals $ 391,031 $ 69,233 $ 460,264 Unamortized debt discount balance (10,416) Balance sheet balances $ 380,615 Following is a summary of our outstanding convertible promissory notes as of April 30, 2018: Current/ Amended Current Balances Lender Issue Date Maturity Date 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 15,074 40,775 RDW Capital, LLC Note 8 2/6/2017 2/1/18 15,975 5,512 21,487 RDW Capital, LLC Note 9 3/30/2017 2/1/18 78,750 7,243 85,993 RDW Capital, LLC Note 10 4/26/2017 2/1/18 - 7,510 7,510 RDW Capital, LLC Note 11 5/30/2017 2/1/18 81,375 6,288 87,663 RDW Capital, LLC Note 12 8/7/2017 2/7/18 52,500 3,197 55,697 Power Up Lending Gp Note 1 10/20/2017 7/30/18 66,030 4,554 70,584 Power Up Lending Gp Note 2 11/16/2017 8/30/18 36,000 2,006 38,006 Power Up Lending Gp Note 3 1/5/2018 10/10/18 38,000 1,464 39,464 Power Up Lending Gp Note 3 3/5/2018 12/15/18 33,000 613 33,613 Adar Note 1 3/5/2018 3/5/19 52,500 648 53,148 Totals $ 480,623 $ 62,281 $ 542,904 Unamortized debt discount balance (21,225) Balance sheet balances $ 459,398 The company determined that each convertible promissory note conversion feature will be settled with a fixed monetary value at settlement and is classified as a liability. Thus, the conversion feature of the notes meets the scope under FASB Accounting Standards Codification ("ASC") 480-10-25-14 Distinguishing Liabilities from Equity. RDW Capital, LLC On May 9, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 2) with RDW Capital, LLC (RDW), a Florida limited liability company. 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 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 4 RDW Note 4 was converted into stock down to an interest payable balance of $4,540 in fiscal 2017. RDW Note 5 RDW Note 5 was converted into stock down to an interest payable balance of $2,742 in fiscal 2017. RDW Note 6 During the three months ended July 31, 2018 and 2017, the Company recognized $0 and $108, respectively, of interest expense. RDW began converting the RDW Note 6 principal into shares of common stock beginning in March 2017. During the three months ended July 31 2017, RDW converted $0 31,674 into 579,733 shares, respectively. 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 BCF. The calculated intrinsic value was $105,000. As this amount resulted in a total BCF 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 July 31, 2018 and 2017, the Company recognized $842 and $2,948, respectively, of interest expense. RDW began converting the RDW Note 7 principal into shares of common stock beginning in May 2017. During the three months ended July 31 2017, RDW converted $51,024 into 3,479,200 shares. 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 BCF. 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 BCF was limited to the principal amount of RDW Note 8. The resulting $210,000 discount was accreted over the 6 month term of RDW Note 8 through August 5, 2017. During the three months ended July 31, 2018 and 2017, the Company recognized $306 and $1,030, respectively, of interest expense and $0 and $107,333, 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. During the three months ended July 31, 2018, RDW converted $14,754 into 57,100,000 shares. RDW Note 9 RDW Note 9 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 RDW Note 9 principal, the discount recorded for the BCF was limited to the principal amount of RDW Note 9. The resulting $78,750 discount was accreted over the 6 month term of RDW Note 9 through September 29, 2017. During the three months ended July 31, 2018 and 2017, the Company recognized $1,727 and $1,602, respectively, of interest expense and $0 and $39,590, respectively, of accretion related to the debt discount. RDW began converting the RDW Note 8 principal into shares of common stock beginning in July 2018. During the three months ended July 31, 2018, RDW converted $13,152 into 99,100,000 shares. RDW Note 10 RDW Note 10 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 RDW Note 10 principal, the discount recorded for the BCF was limited to the principal amount of RDW Note 10. The resulting $110,000 discount was accreted over the 6 month term of RDW Note 10 through October 26, 2017. During the three months ended July 31, 2018 and 2017, the Company recognized $0 and $2,274, respectively, of interest expense and $0 and $55,604, 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 months ended July 31, 2018, no debt was converted during the three months ended July 31, 2018. RDW Note 11 RDW Note 11 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 RDW Note 11 proceeds, accretion of the BCF was limited to $65,000 which was accreted over the 6 month term of RDW Note 11 through November 30, 2017. During the three months ended July 31, 2018 and 2017, the Company recognized $1,810 and $1,129, respectively, of interest expense and $0 and $27,420. Respectively, of accretion related to the debt discount and BCF. RDW Note 12 RDW Note 12 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 RDW Note 12 proceeds, accretion of the BCF was limited to 46,000which was accreted over the 6 month term of RDW Note 12 through February 7, 2018. During the three months ended July 31, 2018, the Company recognized $1,150 of interest expense. RDW Note 3 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 July 31 , 2018 and 2017, the Company recognized $5,836 and $9,091, respectively, of interest expense and $0 and $229,947, respectively, of accretion related to the debt discount of the RDW Notes. In total, during the three months ended July 31, 2018, RDW converted $ 27,906 of RDW Note principal and interest into 156,200,000 shares of common stock compared to $82,697 into 4,058,933 shares during the three months ended July 31, 2017. 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 BCF 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 and is being accreted over the 10 month term of the Power Up Note 1 through July 30, 2018. During the three months ended July 31, 2018, the Company recognized interest expense of -$353 and $14,390 of accretion. Power Up began converting the Power Up Note 1 principal into shares of common stock beginning in April 2018. During the three months ended July 31, 2018, RDW converted the remaining balance of $70,230 ($66,030 of principal and $4,200 of interest payable) into 243,760,201 shares. 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 BCF 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 and is being accreted over the 9.5 month term of the Power Up Note through August 30, 2018. During the three months ended July 31, 2018, the Company recognized interest expense of $1,167 and $9,200 of accretion. Power Up began converting the Power Up Note 1 principal into shares of common stock beginning in July 2018. During the three months ended July 31, 2018, RDW converted $1,445 into 12,041,677 shares. Power Up Note 3 On January 5, 2018 the Company sold and 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 BCF 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 and is being accreted over the 10 month term of the Power Up Note through October 10, 2018. During the three months ended July 31, 2018, the Company recognized interest expense of $1,212 and $9,917 of accretion. Power Up Note 4 On January 5, 2018 the Company sold and Power Up purchased a 12% convertible note in the principal amount of $ 33,000 (the Power Up Note 4) of which the Company received $27,500 after payment of legal fees. The Power Up Note 4 matures on December 15, 2018. The intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Power Up Note 4 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 Power Up Note 4 through December 15, 2018. During the three months ended July 31, 2018, the Company recognized interest expense of $1,032 and $8,586 of accretion. Power Up Note 1 through Power Up Note 4 may hereinafter be referred to collectively as, the Power Up Note(s) 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%. In total, during the three months ended July 31, 2018, Power Up converted $71,674 of Power Up Note principal and interest into 255,801,868 shares of common stock. Adar Bays, LLC Adar Note 1 - On March 5, 2018 the Company entered into a Securities Purchase Agreement with Adar Bays, LLC (Adar) providing for the purchase of a Convertible Promissory Note in the principal amount of $ 52,500 (the "Adar Note 1"); and two Collateralized Secured Promissory Notes also in the amount of $52,500 each (the Adar Collateralized Notes)(collectively, the Adar Notes) and the delivery by the Registrant of two Back End Notes payable to Adar each in the principal amount of $52,500. The first $52,500 financing closed on March 5, 2018 with the Company receiving net proceeds of $43,500 after payment of legal fees of $6,500 and a 5%, or $2,500 original issue discount. On May 24, 2018 Adar funded $5,789 under one of the Adar Collateralized Notes with the Company receiving net proceeds of $5,500 after payment of a 5% original issue discount. 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 two Adar Collateralized Notes may only be converted by Adar in the event they are paid in full. In addition, the Adar Note 1 contains pre-payment penalties. The Registrant 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%. The intrinsic value of the Adar Notes BCF 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 through March 5, 2019. During the three months ended July 31, 2018, the Company recognized interest expense of $2,259 and $14,615 of accretion. |