6. Convertible Notes Payable | 6. Convertible Notes Payable Convertible notes payable consisted of the following at April 30: 2016 2015 Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand $ 11,000 $ 11,000 Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand 9,000 9,000 Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand 141,150 141,150 Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand 14,500 14,500 Note payable, amended April 30, 2016, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 90 days from demand 20,000 - Note payable, with interest at 6% per annum, convertible into common stock of the Company at $0.05 per share 17,000 - Note payable to institutional investor, with interest at 8% per annum, convertible into common stock of the Company at defined conversion price 55,500 - Note payable to institutional investor, with interest at 8% per annum, convertible into common stock of the Company at defined conversion price 39,000 - Note payable to institutional investor, with interest at 12% per annum, convertible into common stock of the Company at defined conversion price 41,000 - Note payable to institutional investor, with interest at 8% per annum, convertible into common stock of the Company at defined conversion price, repaid in 2015 - 38,000 Note payable to institutional investor, with interest at 8% per annum, convertible into common stock of the Company at defined conversion price, repaid in 2015 - 16,000 Less discount (284,664) (29,902) $ 63,486 $ 199,748 On April 30, 2016, the convertible notes payable with principal balances of $11,000, $9,000, $141,150, $14,500 and $20,000 were amended to establish a conversion price of $0.05 per share, interest at 6% retroactive to the original issuance date of the notes, and a conversion date of 90 days from demand of the lender. The amendments were determined to be extinguishments of the prior debt and the issuance of new debt in accordance with ASC 470-50, Debt Modifications and Extinguishments On March 10, 2016, the Company entered into a convertible promissory note for $17,000, which bears interest at an annual rate of 6% and is convertible into shares of the Companys common stock at $0.05 per share. The Company recorded a debt discount and a beneficial conversion feature of $17,000 at the inception of the note. 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 Company's 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 Company's 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 Company's 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 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 Company's 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 Company's 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. On February 4, 2016, the Company entered into a convertible promissory note with an institutional investor for $41,000, which matures on February 4, 2017. The Company may repay the note at any time on or before the date that is 120 days after the date of the note. If the Company does not repay the note during the first 120 days, a one-time interest charge of 12% will be charged. After the first 120 days, the note may be prepaid by the Company with the prior written consent of the investor at 125% of the principal owed. 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 60% (representing a discount rate of 40%) of the lowest bid price of the Company's common stock during the 60 consecutive trading days immediately preceding the date of the conversion notice. At the inception of the convertible note to institutional investor, the Company recorded debt issuance costs of $2,500 in prepaid expenses, a debt discount of $41,000, including an original issue discount of $3,500, a derivative liability of $78,034 On May 4, 2014, the Company issued 800,000 shares of its common stock in the conversion of a $100,000 convertible note payable. On May 4, 2014, the Company issued 1,000,000 shares of its common stock in the conversion of a $25,010 convertible note payable, $25,000 of a $36,000 convertible note payable, and $2,406 in accrued interest payable, recognizing a gain on settlement of debt of $2,416. On August 21, 2014, the Company issued 68,966 shares of its common stock in the conversion of $12,000 principal of a convertible note payable to institutional investor. During the years ended April 30, 2016 and 2015, we had the following activity in our derivative liabilities: Balance at April 30, 2014 $ 63,359 Issuance of convertible notes 83,393 Gain on derivative liability (53,257) Conversion of debt to shares of common stock and repayment of debt (45,687) Balance at April 30, 2015 47,808 Issuance of convertible notes 122,000 Loss on derivative liability 2,104,872 Conversion of debt to shares of common stock and repayment of debt (192,749) Balance at April 30, 2016 $ 2,081,931 The estimated fair value of the derivative liabilities at April 30, 2016 was calculated using the Black-Scholes pricing model with the following assumptions: Risk-free interest rate 0.40% - 0.48% Expected life in years 0.57 0.77 Dividend yield 0% Expected volatility 158.45% - 167.70% These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. Accrued interest and fees payable was $63,979 and $2,383 at April 30, 2016 and 2015, respectively. |