Note 6. Convertible Debt | NOTE –6: CONVERTIBLE DEBT On March 10, 2016, the Company entered into a convertible promissory note for $17,000 with ACM Services GmbH, which bears interest at an annual rate of 6% and is convertible into shares of the Company’s 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. As of April 30, 2021 the balance of the notes was $7,000 plus interest. Pursuant to a Securities Purchase Agreement dated July 18, 2016 (the "July 2016 SPA", the Company entered into a Senior Secured Convertible Promissory Note (the "July 2016 Note") with Firstfire Global Opportunities Fund, LLC ("Firstfire) for $189,000. The July 2016 Note was in default with respect to the maturity date, and the Company was in default on certain terms of the July 2016 SPA, including calculation of exercise prices on Firstfire debt conversions and limitations on the Company entering into subsequent "Variable Rate Transactions." On August 9, 2017, the Company and Firstfire entered into a Waiver and Settlement Agreement whereby the Company will issue an additional 8,667 shares of its common stock to Firstfire to cure the deficiency of shares previously issued in the debt conversions. Further, Firstfire agreed to waive any default with respect to the subsequent variable rate transactions. As of April 30, 2021 the balance due on the note was zero. On February 16, 2018 Passive Security Scan Inc, a subsidiary of the Company issued a $20,000 convertible note to Stuart Young. The note bears interest at 6% and is convertible after 6 months from the date of the note into stock of either PSSI or the Company at 50% discount to the 10 day trailing trading value of the Company’s common stock. On March 5, 2018, the Company subsidiary PSSI entered into a note agreement with Premium Marketing Associates, LLC for $25,000. The funds were designated for use in a marketing agreement with the Edward Fitzgerald Group for raising funds for PSSI. The note was to be repaid from investment fund generated by the Fitzgerald group plus 15% of the funds generated are paid to the investor. On July 6, 2018, the Company signed an investment agreement with a third party. Under the terms of the agreement the Company receive $250,000 through the Company attorney's trust account. On July 12, 2018, the Company received the $250,000 less wire and legal payment of $10,045. In addition the note holder will receive a royalty of 5% up to $250,000 and then a royalty of 3.5% for two years thereafter. The note holder received 150,000 shares of the Company's common stock plus 100,000 warrants to purchase common shares within three years at $2.50 per share. On September 6, 2018, the company received $250,000 upon issuance of a debenture related to a certain securities purchase agreement with Ionic Ventures. The debenture bears interest at 15% per annum. The 15% original issue discount debenture (face amount $275,000) is for a six-month period and is convertible into shares of the company's common stock at an initial conversion price of $0.60 per share. Also, the debenture holder received 100,000 common stock purchase warrants to purchase DTII common stock, which may be exercised for up to three years at an initial exercise price of $0.70 per share. The note and all subsequent notes from Ionic contain reset provisions. Based on the reset provision, the conversion price as of April 30, 2021 was $0.0084 per share and the number of warrants increased to 8,333,333. The Company did not meet its payment obligation so Ionic granted an extension for an additional $30,000 being added to the principal. On October 4, 2018, the Company entered into an agreement with RAB Investments AG to consolidate all RAB outstanding notes issued by the Company prior to October 31, 2018. Under the terms of the agreement the Company agreed to accept a six percent interest to be calculated on all the notes since their inception. The agreement resulted in a new note for $330,626 which included the additional interest and retired the original notes. As of April 30, 2021, the outstanding balance of the notes were $318,127 plus interest On January 26, 2019, the Company approved a loan from Brian McLain of $275,000. The note is convertible into common stock of the Company and is non-dilutive for 2 years from date of the note. In addition the Company granted the lender 100,000 warrants convertible into common shares at $1.00 per share. As of April 30 2021 the loan balance was zero. On March 26, 2019, the Company entered into an agreement with Iconic Ventures, LLC to consolidate all RAB outstanding notes issued by the Company prior to October 31, 2018. Under the terms of the agreement the Company agreed to accept a six percent interest to be calculated on all the notes since their inception. In addition, the Company issued 300,000 three year warrants with a strike price of $0.70 per share. The note and all subsequent notes from Ionic contain reset provisions Based on the rest provision the conversion price as of April 30, 2021 was $0.0084 per share and the number of warrants increased to 25,000,000. The agreement resulted in a new note for $330,626 which included the additional interest and retired the original notes. As of April 30, 2021, the balance of the note was $55,000 On May 6, 2019, the Company issued an 8% convertible note to Black Ice Advisors, LLC for $57,500 which matures on May 6, 2020. The note redeemable at a premium up to 140% of the face value within 180 days of issuance or is convertible after 180 days to the Company common stock at 60% of the lowest trading price twenty days prior to conversion. On December 19, 2019 Crown Bridge purchased the note from Black Ice. As part of the transaction the Company paid Black Ice $35,000 and Crown Bridge assume the note including accrued interest and penalties which has a face value of $48,871. The Company accounted for the difference of $23,000 as financing costs and $3,371 as interest. In addition the Company did a true up on another Crown note to the amount of $8,125. AS of April 30, 2021 the balance of the note was zero. On April 21, 2020, the Company issued a 10 % convertible note to Power Up Lending for $78,000 which matures on April 21, 2021. The note is convertible 180 days from the date of the note into common stock of the Company at 61% of the average of the lowest three trading prices 20 days prior to conversion or may be redeemed up to 180 days after issuance for 139% of the face value plus accrued interest. As of April 30, 2021 the balance of the note was zero. . On May 10, 2019, the Company entered into a settlement agreement with Firstfire Global for payment of the original note for $189,000 issued on July 18, 2016. Under the terms of the agreement the Company paid Firstfire $65,000 on May 10, 2019 and $10,000 to be paid on or before May 31, 2019. In addition Firstfire will receive 150,000 shares of the Company. As the $10,000 was not received by April 30, 2020 Firstfire will receive additional shares for the $10,000. As of April 30, 2021 the balance due on the note was zero. On July 11, 2019, the Company issued an 8% convertible note to GS Capital Partners, LLC for $58,000 which matures on July 11, 2020. The note redeemable at a premium up to 135% of the face value within 180 days of issuance or is convertible after 180 days to the Company common stock at 62% of the lowest trading price twenty days prior to conversion. As of April 30, 2021 the note and interest was paid in full. On November 1, 2019, the Company issued a convertible note to Adar Alef, LLC for $40,700 with a $3,700 original discount. The note matures on October 31, 2020 bearing interest at the rate of 8% per annum. The note is convertible into common stock of the Company after 180 days at the rate of 70% of the lowest trading price for twenty days prior to conversion. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 115% to135% above face value. As of April 30, 2021 the note and interest was paid in full On November 12, 2019, the Company issued a convertible note to Platinum Point Capital, LLC for $41,250 with an original discount of $3,750. The note matures on November 12, 2020 bearing interest at the rate of 8% per annum with a default rate of 24%. The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion. The note may be repaid to the issuer after 90 days and within 180 days from issuance at a premium rates of 140% above face value. As of April 30, 2021 the note and interest was paid in full On November 12, 2019, the Company issued a convertible note to Jefferson Street Capital, LLC for $41,250 with an original discount of $3,750. The note matures on November 12, 2020 bearing interest at the rate of 8% per annum with a default rate of 24%. The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion. The note may be repaid to the issuer after 90 days and within 180 days from issuance at a premium rates of 140% above face value. As of April 30, 2021 the note and interest was paid in full On December 20, 2019, the Company issued a convertible note to Lliah for $63,950 with an original discount of $8,950. The note matures on December 19, 2020 bearing interest at the rate of 8% per annum. The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 115% to 135% above face value. As of April 30, 2021 the note and interest was paid in full On January 10, 2020, the Company issued a convertible note to Crown Bridge Partners, LLC with a principal; amount of $171,000 and a prorate original discount of $15,000. The first tranche of the note received by the Company was a face value of $57,000 and net amount received of $50,000. Each tranche of the note matures twelve months from receipt of the tranche and bears interest at the rate of 10% per annum with a default rate of 15%. The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 125% above face value. As of April 30, 2021 the principal balance of the note was$3,323. On January 13, 2020, the Company issued an additional note to Ionic Ventures, LLC for $220,000 with an original discount of $20,000. The note is part of a securities purchase agreement dated August 31, 2018. The note matures on June 20, 2020 bearing interest at the rate of 15% per annum. The note is convertible into common stock of the Company at $0.60 per share or of 60% of the lowest trading price for twenty days prior to conversion, whichever is the lowest. The note and all subsequent notes from Ionic contain reset provisions. Based on the reset provision the conversion price as of April 30, 2021 was $0.0084 per share. An additional $5,000 was added to the note for note extension leaving the balance as of April 30, 2021 of $225,000. On April 21, 2020, the Company issued an additional note to Power Up Lending LLC for $78,000 with an original discount of $3,000. The note matures on April 21, 2021 bearing interest at the rate of 10% per annum. The note is convertible after 180 days from issuance into common stock of the Company at 61% of the lowest trading price for twenty days prior to conversion. As of April 30, 2021 the note was paid in full. On September 8, 2020, the Company issued a note to Diamond Investments for $75,350 with an original discount of $6,850. The note matures on September 8, 2021 bearing interest at the rate of 8% per annum. The note is convertible after 180 days from issuance into common stock of the Company at 70% of the lowest trading price for twenty days prior to conversion. As of April 30, 2021 the note was paid in full. During the year ended April 30, 2020, the Company issued a total of 3,258,322 shares of its common stock in the conversion of $232,419 convertible notes principal and accrued interest payable. During the year ended April 30, 2021, the Company issued a total of 81,186,331 shares of its common stock in the conversion of $702,327 convertible notes principal and accrued interest payable. As of April 30, 2021, and April 30, 2020, the convertible debt outstanding, net of discount, was $805,890 and $821,949, respectively. During the years ended April 30, 2021 and 2020, we had the following activity in our derivative liabilities: Balance at April 30, 2019 $ 1,252,539 Issuance and conversion of convertible debt, net 2,387,964 Gain on derivative (Restated) (1,983,286) Balance at April 30, 2020 (Restated) 1,657,217 Issuance and conversion of convertible debt, net (553,782) Gain on derivative liability (192,924) Balance at April 30, 2021 $ 910,511 The estimated fair value of the derivative liabilities at April 30, 2021 was calculated using the Black-Scholes pricing model with the following assumptions: Risk-free interest rate 1.80% Expected life in years 0.25 Dividend yield 0% Expected volatility 420.00% |