5. Convertible Notes Payable | 5. Convertible Notes Payable Convertible notes payable consisted of the following at: January 31, 2016 April 30, 2015 Note payable, no interest, convertible into common stock of the Company at $0.02 per share $ 11,000 $ 11,000 Note payable, no interest, convertible into common stock of the Company at $0.02 per share 90 days from demand 141,150 141,150 Note payable, no interest, convertible into common stock of the Company at $0.02 per share on a quarterly basis 14,500 14,500 Note payable, with interest at 6% per annum, due November 11, 2015, convertible into common stock of the Company at $0.10 per share 20,000 - Note payable to institutional investor, with interest at 6% per annum, due November 24, 2016, convertible after six months into common stock of the Company at a defined conversion price 55,500 - Note payable to institutional investor, with interest at 6% per annum, due December 31, 2016, convertible after six months into common stock of the Company at a defined conversion price 39,000 - Note payable to institutional investor repaid in August 2015 - 38,000 Note payable to institutional investor repaid in September 2015 - 16,000 Other, with interest at 6% per annum 9,000 9,000 Less discount (80,885) (29,902) $ 209,265 $ 199,748 The $11,000 and $141,150 convertible notes payable outstanding at January 31, 2016 were convertible 30 days from the first day the Companys common shares are qualified for trading on the OTC Bulletin Board, which occurred in November 2012. As of January 31, 2016, these two convertible notes had not been converted and therefore are in default. On December 3, 2014, the Company entered into a convertible promissory note with an institutional investor (Investor) for $38,000, which bore interest at an annual rate of 8% and matured on September 5, 2015. The Investor had the right, after the first 180 days of the note, to convert the note and accrued interest in whole or in part into shares of the common stock of the Company at a price per share equal to 58% (representing a discount rate of 42%) of the average of the lowest three trading prices for the Companys common stock during the ten trading day period ending one trading day prior to the date of the conversion notice. At any time for the period beginning on the date of the note and ending on the date which is 30 days following the date of the note, the Company could prepay the note upon payment of an amount equal to the outstanding principal multiplied by 120%, together with accrued and unpaid interest. The amount of the prepayment increased every subsequent 30 days to 125%, 130%, 135%, 140% and 145% of the outstanding principal together with accrued and unpaid interest. After the expiration of 180 days following the date of the note, the Company had no right of prepayment. At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $3,000 in prepaid expenses, and a debt discount and derivative liability of $37,325 related to the conversion feature. Interest expense for the amortization of the debt discount was calculated on a straight-line basis over the life of the convertible note. In June 2015, the Company paid the institutional investor $25,000, $14,286 principal of the $38,000 convertible note payable and $10,714 in early payment penalties. On July 1, 2015, the institutional investor converted $10,014 principal of the convertible loan into 181,748 shares of the Companys common stock. In August 2015, the Company paid the institutional investor $20,000, $5,714 principal and $14,286 in accrued interest and early payment penalties. In October 2015, the Company paid the institutional investor $42,500, the remaining principal of $7,986 and $34,514 in loan extension fees and early payment penalties. On March 2, 2015, the Company entered into a convertible promissory note with an institutional investor for $16,000, which bore interest at an annual rate of 8% and matured on December 4, 2015. The investor had the right, after the first 180 days of the note, to convert the note and accrued interest in whole or in part into shares of the common stock of the Company at a price per share equal to 58% (representing a discount rate of 42%) of the average of the lowest three trading prices for the Companys common stock during the ten trading day period ending one trading day prior to the date of the conversion notice. At any time for the period beginning on the date of the note and ending on the date which is 30 days following the date of the note, the Company could prepay the note upon payment of an amount equal to the outstanding principal multiplied by 120%, together with accrued and unpaid interest. The amount of the prepayment increased every subsequent 30 days to 125%, 130%, 135%, 140% and 145% of the outstanding principal together with accrued and unpaid interest. After the expiration of 180 days following the date of the note, the Company had no right of prepayment. At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $500 in prepaid expenses, and a debt discount and derivative liability of $16,000 related to the conversion feature. Interest expense for the amortization of the debt discount was calculated on a straight-line basis over the life of the convertible note. The convertible note was paid in full in September 2015. On November 24, 2015, the Company entered into a convertible promissory note with an institutional investor for $55,500, which bears interest at an annual rate of 8% and matures on November 24, 2016. The investor has the right, after the first 180 days of the note, to convert the note and accrued interest in whole or in part into shares of the common stock of the Company at a price per share equal to 55% (representing a discount rate of 45%) of the lowest sale price of the Companys common stock during the twenty consecutive trading days immediately preceding the date of the conversion notice. At any time for the period beginning on the date of the note and ending on the date which is six months following the date of the note, the Company can prepay the note upon payment of an amount equal to the outstanding principal multiplied by 135%, together with accrued and unpaid interest, provided that such prepayment factor shall equal 125% if prepayment is made on or before a date that is 90 days from the date of the note. After the expiration of 180 days following the date of the note, the Company has no right of prepayment. At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $3,000 in prepaid expenses, a debt discount of $55,500, including an original issue discount of $7,000, a derivative liability of $167,776 related to the conversion feature, and a loss on derivative liability of $119,276. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the life of the convertible note. On December 31, 2015, the Company entered into a convertible promissory note with an institutional investor for $39,000, which bears interest at an annual rate of 8% and matures on December 31, 2016. The investor has the right, after the first 180 days of the note, to convert the note and accrued interest in whole or in part into shares of the common stock of the Company at a price per share equal to 55% (representing a discount rate of 45%) of the lowest trading price of the Companys common stock during the twenty consecutive trading days immediately preceding the date of the conversion notice. The Company can prepay the outstanding note principal pursuant to the following schedule: payment on day 1 60 at 120% of principal owed; payment on day 61 120 at 135% of principal owed; and payment on day 121 180 at 150% of principal owed. After the expiration of 180 days following the date of the note, the Company has no right of prepayment. At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $4,500 in prepaid expenses, a debt discount of $39,000, including an original issue discount of $3,000, a derivative liability of $70,144 related to the conversion feature, and a loss on derivative liability of $34,144. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the life of the convertible note. During the nine months ended January 31, 2016, we had the following activity in our derivative liability account: Balance at April 30, 2015 $ 47,808 Issuance of new debt 84,500 Loss on derivative liability 192,198 Conversion of debt to shares of common stock and repayment of debt (192,749) Amortization of debt discount to interest expense - Balance at January 31, 2016 $ 131,757 The estimated fair value of the derivative liability at January 31, 2016 was calculated using the Black-Scholes pricing model with the following assumptions: Risk-free interest rate 0.47% Expected life in years 0.82 - 0.92 Dividend yield 0% Expected volatility 147.38% - 153.42% Accrued interest payable was $2,694 and $2,383 at January 31, 2016 and April 30, 2015, respectively. |