Notes payable | 3. Notes Payable A summary of notes payable for the years ended October 31, 2020, 2019 and 2018, excluding related party transactions (see note 7), is as follows: Notes Payable Adar LG Union Vis Vires Shield Total Balance 10/31/2018 $ 118,000 $ 21,256 $ 128,600 $ 14,460 $ 600,000 $ 882,316 Conversions (8,736 ) (60,400 ) (69,136 ) Balance 10/31/2019 109,264 21,256 68,200 14,460 600,000 813,180 Conversions (100,165 ) (13,341 ) (600,000 ) (713,506 ) Balance 10/31/2020 $ 9,099 $ 21,256 $ 54,859 $ 14,460 $ — $ 99,674 Accrued Interest Balance 10/31/2018 $ 21,217 $ 19,594 $ 26,624 $ 3,040 $ 400,981 $ 471,456 Accruals 5,600 5,840 7,800 108,000 127,240 Conversions — (7,795 ) (7,795 ) Balance 10/31/2019 26,817 25,434 26,629 3,040 508,981 590,901 Accruals 5,600 5,840 6,710 108,000 126,150 Conversions (27,122 ) (6,410 ) (616,981 ) (650,513 ) Balance 10/31/2020 $ 5,295 $ 31,274 $ 26,929 $ 3,040 $ — $ 66,538 Note Payable Adar On February 2, 2015, the Registrant issued an unsecured 8% Convertible Redeemable Note # 1, in the amount of $75,000, which was due January 30, 2016 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum, whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest was convertible into shares of common stock at the discretion of the note holder. The conversion price was 57.5% multiplied by the Market Price (as defined therein) representing a discount rate of 42.5%. During 2015 a law suit was filed in the United States District Court for the Southern District of New York (Case No. 15-CV-08860 entitled Adar Bays LLC v Puget Technologies Inc. and Hermann Burckhardt At October 31, 2018 the Registrant had a principal balance owed of $118,000 and accrued interest of $21,217. During fiscal 2019, 141,927,829 shares were issued to Adar to convert $8,736 in principal and $0.00 in accrued interest. Interest expense of $5,600 was recognized. At October 31, 2019, the Registrant had a balance principal balance owed of $9,099 and accrued interest of $5,295. During fiscal 2020, 2,112,921,739 shares were issued to Adar to convert $100,165 in principal and $27,122 in accrued interest. Interest expense of $5,600 was recognized. At October 31, 2020, the Registrant had a balance principal balance owed of $109,264 and accrued interest of $26,817. In the first quarter of fiscal 2021, 186,518,261 shares were issued to Adar to convert $9,099 in principal and $5,295 in accrued interest and a cash payment was made of $132.54. As a material subsequent event, by January of 2021, all of the Registrant’s obligations pertaining to the Convertible Notes had been discharged through conversions and a cash payment of $132.54. Over the course of this note, a total of 2,447,366,770 shares were issued and $132.54 was paid to cover $139,600 in principal and $32,417 of interest. Note Payable LG On February 2, 2015, the Registrant finalized a second 8% Convertible Note in the amount of $53,500, which was due January 28, 2016 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest was convertible into shares of common stock at the discretion of the note holder. The conversion price was 54% multiplied by the Market Price (as defined therein) representing a discount rate of 46%. At October 31, 2018 the Registrant had a balance principal balance owed of $21,256 and accrued interest of $19,594. During fiscal 2019, interest expense of $5,840 was recognized. At October 31, 2019, the Registrant had a balance principal balance owed of $21,256 and accrued interest of $25,434. During fiscal 2020, interest expense of $5,840 was recognized. At October 31, 2020, the Registrant had a balance principal balance owed of $21,256 and accrued interest of $31,274. As a material subsequent event, during January of 2021, 52,530,000 shares were issued to LG to convert $21,256 in principal and $31,274 in accrued interest. At January 31, 2021, the Registrant had a balance principal balance owed of $0 and accrued interest of $0. Over the course of this note, a total of 64,142,007 shares were issued to cover $53,500 in principal and $32,746 of interest. Note Payable Union On February 2, 2015, the Registrant finalized a third 8% Convertible Note in the amount of $75,000, which was due January 30, 2016 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest was convertible into shares of common stock at the discretion of the note holder. The conversion price was 57.5% multiplied by the Market Price (as defined therein) representing a discount rate of 42.5%. During 2015 a law suit was filed in the United States District Court for the Southern District of New York Case No. 15-cv-09542 entitled Union Capital LLC v Puget Technologies Inc. and Herman Burckhardt At October 31, 2018 the Registrant had a balance principal balance owed of $128,600 and accrued interest of $26,624. During fiscal 2019, 406,279,540 shares were issued to Union to convert $60,400 in principal and $7,795 in accrued interest. Interest expense of $7,800 was recognized. At October 31, 2019, the Registrant had a balance principal balance owed of $68,200 and accrued interest of $26,629. During fiscal 2020, 343,486,654 shares were issued to Union to convert $13,341 in principal and $6,410 in accrued interest. Interest expense of $6,710 was recognized. At October 31, 2020, the Registrant had a balance principal balance owed of $54,859 and accrued interest of $26,929. During January of 2021, 733,192,576 shares were issued to Union to convert $54,859 in principal and $26,929 in accrued interest. As a material subsequent event, by January 31 of 2021, all of the Registrant’s obligations pertaining to Union had been discharged through conversions or payments. Over the course of this note, a total of 1,515,989,330 shares were issued to cover $156,980 in principal and $42,741 of interest. Note Payable Vis Vires On February 27, 2015, the Registrant finalized a fourth 8% Convertible Note in the amount of $50,000, which was due December 3, 2015 with interest on the unpaid principal balance thereof at the rate of eight percent (8%) per annum whether at maturity or upon acceleration or by prepayment or otherwise. The principal and any accrued interest was convertible into shares of common stock at the discretion of the note holder. The conversion price was 58% multiplied by the Market Price (as defined therein) representing a discount rate of 42%. At October 31, 2018 the Registrant had a balance principal balance owed of $14,460 and accrued interest of $3,040. During fiscal 2019, interest expense of $0 was recognized. At October 31, 2019, the Registrant had a balance principal balance owed of $14,460 and accrued interest of $3,040. During fiscal 2020, interest expense of $0 was recognized. At October 31, 2020, the Registrant had a balance principal balance owed of $14,460 and accrued interest of $3,040. During January of 2021, $17,500 was paid in cash to the Holder to convert $14,460 in principal and $3,040 in accrued interest. At January 31, 2021, the Registrant had a balance principal balance owed of $0 and accrued interest of $0. Over the course of this note, a total of 12,087,383 shares were issued to cover $20,540 in principal, and $32,500 was paid in cash to cover $29,460 in principal and $3,040 of interest. Note Payable Shield During 2013, the Registrant’s prior management entered into a Master Credit Agreement under which $775,000 was advanced to the Registrant. Funds advanced under the terms of that note bear interest at 12% for the first year from advancement and 18% thereafter. The note was subsequently acquired by an unaffiliated party. In February 2015, the note was amended to allow for conversion of balances from time to time into shares of the Registrant’s common stock as follows: The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the price at which trades occurred on the Over-the-Counter Bulletin Board, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by OTC Markets on their website or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. In all cases, the Conversion Price cannot be below a floor price of $.0005 per share. At October 31, 2018 the Registrant had a balance principal balance owed of $600,000 and accrued interest of $400,981. During fiscal 2019, interest expense of $108,000 was recognized. At October 31, 2019, the Registrant had a balance principal balance owed of $600,000 and accrued interest of $508,981. During fiscal 2020, interest expense of $108,000 was recognized. On October 31, 2020, $600,000 in principal and $616,981 in accrued interest was converted by the Holder into 633,518 Preferred B shares thus as of October 31, 2020 the Registrant had a balance principal balance owed of $0 and accrued interest of $0. Over the course of this note, a total of 9,822,607 common shares were issued to cover $175,000 in principal, and $38,251 of interest and 633,518 Preferred B shares were issued to cover $600,000 in principal and $616,981. |