Note 2 - Convertible Promissory Notes | Following is a summary of our outstanding convertible promissory notes as of April 30, 2016: Note(s) Current Balances Non-Current Balances Common Stock Lender Issue Date Maturity Principal Interest Principal Interest Equivalents LG Capital Funding, LLC 10/30/2014, 1/30/2015 1 year $ 80,125 $ 11,684 $ - $ - 470,817,999 LG Capital Funding, LLC 3/1/2016 3/1/2017 78,750 1,036 - - 1,450,647,572 JMJ Financial 4/28/2015 4/28/2017 10,274 - - - 171,234,000 Vista Capital Investments, LLC 12/4/2014 12/4/2016 121 - - - 2,413,600 Typenex Co-Investment, LLC 1/7/2015 7/7/2016 75,198 2,789 - - 1,199,785,538 Vis Vires Group, Inc. 6/8/2015 3/10/2016 69,893 6,035 - - 357,029,779 Search4.com, Inc. 2/5/2016 2/5/2017 100,000 2,833 - - 685,555,556 T McNeil Advisors, LLC 3/4/2016 3/4/2017 37,500 468 - - 690,336,239 Timothy Honeycutt 4/29/2016 4/29/2019 - - 25,000 - 104,166,667 Totals $ 451,861 $ 24,845 $ 25,000 $ - 5,131,986,950 Debt discount balance (176,399 ) - (16,667 ) - Balance sheet balances $ 275,462 $ 24,845 $ 8,333 $ - Following is a summary of our outstanding convertible promissory notes as of January 31, 2016: Note(s) Current Balances Non-Current Balances Lender Issue Date Maturity Principal Interest Principal Interest LG Capital Funding, LLC 10/30/14, 1/30/15 1 year $ 83,625 $ 7,279 $ - $ - JMJ Financial 11/12/14, 4/28/15 2 year - - 11,654 - Vista Capital Investments, LLC 12/4/14 12/4/2016 3,295 - - - Typenex Co-Investment, LLC 1/7/15 7/7/2016 48,406 40 - - Vis Vires Group, Inc. 6/8/15 3/10/2016 45,300 3,500 - - Totals $ 180,626 $ 10,819 $ 11,654 $ - Debt discount balance (45,419 ) - - - Balance sheet balances $ 135,207 $ 10,819 $ 11,654 $ - LG Capital Funding Convertible Notes LG Notes 1 and 2 On October 30, 2014, Artec and LG Capital Funding, LLC (" LG Capital LG SPA 1 LG Note 1 LG Note 2 LG Notes The Company is in default on LG Note 1 and LG Note 2, with a principal balance totaling $80,125 as of April 30, 2016, due to there being an unpaid balance as of the date of maturity. As a result, the interest on LG Note 1 and LG Note 2 increased to 24%. The debt discounts attributable to the fair value of the beneficial conversion feature, legal fees and OID amounted to $29,681 and $30,252 for LG Note 1 and LG Note 2, respectively, and were accreted over the term of the LG Notes. During the three months ended April 30, 2016, the Company recognized $4,758 of interest expense. During the three months ended April 30, 2015, the Company recognized $2,151 of interest expense and $14,614 of debt discount accretion. During the three months ended April 30, 2016, LG Capital converted $3,853 of principal and interest into 39,820,076 shares of common stock. LG Notes 3 and 4 On March 31, 2016, Artec and LG Capital entered into a Securities Purchase Agreement (the " LG SPA 2 LG Note 3 LG Note 4 2016 LG Notes The debt discounts attributable to the fair value of the beneficial conversion feature, legal fees and OID amounted to $71,932 and $71,932 for LG Note 3 and LG Note 4, respectively, and are being accreted over the term of the 2016 LG Notes. During the three months ended April 30, 2016, the Company recognized $1,036 of interest expense and $10,592 of debt discount accretion. JMJ Financial Convertible Note On November 12, 2014, Artec and JMJ Financial entered into a $250,000 Convertible Promissory Note (the " JMJ Note JMJ Maturity Date th JMJ Note 1 JMJ Note 2 JMJ Notes The Company recognized $0 interest expense and $0 of debt discount accretion during the three months ended April 30, 2016. The Company recognized $4,667 of interest expense and $3,212 of debt discount accretion during the three months ended April 30, 2015. During the three months ended April 30, 2016, JMJ converted $1,380 of principal and interest into a total of 11,500,000 shares of common stock leaving a balance of $10,274 as of April 30, 2016. Vista Capital Investments Convertible Note On December 4, 2014, Artec and Vista Capital Investments, LLC (" Vista Vista SPA Vista Note The debt discount attributable to the fair value of the beneficial conversion feature amounted to $38,889 for the Vista Note and is being accreted over the term of the Vista Note. The Company recognized $10,000 of interest expense related to a default penalty pursuant to section 3(b)(iv) of the Vista Note and recorded $22,534 of debt discount accretion through January 31, 2016. During the three months ended April 30, 2016, the Company recognized $16,355, or the remainder of the unrecognized debt discount accretion as a result of the conversion of $3,175 of debt into 63,500,000 shares of common stock during the three months ended April 30, 2015 leaving a balance of $121. Typenex Financing On January 7, 2015, Artec entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC (" Typenex Typenex Note Typenex Investor Notes The Typenex Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on June 7, 2016. As of June 7, 2016, the balance of principal and interest was $79,800 and unpaid which constitutes a default subject to a 15% penalty of the total outstanding balance. The Typenex Note is convertible into common stock, at Typenex's option, at the lesser of (i) $5.00, and (ii) 70% (the "Conversion Factor") of the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $2.50, then in such event the then-current Conversion Factor shall be reduced to 65% for all future Conversions, subject to other reductions set forth in the Typenex Note. In the event the Company elects to prepay all or any portion of the Typenex Note, the Company is required to pay to Typenex an amount in cash equal to 125% multiplied by the sum of all principal, interest and any other amounts owing. The Typenex Note is secured by all of the assets of the Company and includes customary event of default provisions. Typenex has agreed to restrict its ability to convert the Typenex Note 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 Typenex Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Typenex Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes. Additionally, the Company granted Typenex six warrants, corresponding to the delivery of six tranches of cash funds, to purchase shares of the Company's common stock, $0.001 par value (the "Common Stock"). The first warrant will entitle the holder to purchase a number of shares equal to $43,750 divided by the Market Price (defined as 70% of the average 3 lowest closing bid prices in the 20 days immediately preceding conversion), as such number may be adjusted from time to time pursuant to the terms of the Typenex Note, and the remaining warrants will entitle the holder to purchase a number of shares equal to $13,750 divided by the Market Price, as such number may be adjusted from time to time pursuant to the terms of the Typenex Note. Each warrant is not exercisable until each corresponding tranche is funded. The Company first allocated between the Typenex Note and the warrants based upon their relative fair values. The estimated fair value of the warrants issued with the Typenex Note was $43,750. Next, the intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the Typenex Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $66,667. As this amount resulted in a total debt discount that exceeds the loan proceeds, the amount recorded for the beneficial conversion feature was limited to $43,750. The resulting $87,500 discount to the Typenex Note is being accreted over the seventeen month term of the Typenex Note. During the three months ended April 30, 2016, the Company recognized $44,910 of interest expense, including $41,861 of "add-Backs" to compensate Typenex for the deficit between the amount of the Typenex Note converted and the amount realized from the subsequent sale of the conversion shares, and $15,232 of accretion related to the debt discount. During the three months ended April 30, 2015, the Company recognized $15,063 of accretion related to the debt discount. During the three months ended April 30, 2016, Typenex converted $15,371 of principal and interest into a total of 138,842,000 shares of common stock. Vis Vires Group, Inc. Convertible Note On June 8, 2015, Artec and Vis Vires Group (" Vis Vires Vis Vires SPA Vis Vires Note The debt discount attributable to the fair value of the beneficial conversion feature amounted to $52,378 for the Vis Vires Note and was accreted over the term of the Vis Vires Note. The Company is in default on the Vis Vires Note, with a principal balance totaling $69,893 as of April 30, 2016, due to there being an unpaid balance as of the date of maturity on March 10, 2016. As a result, the interest on the Vis Vires Note increased to 22%. During the three months ended April 30, 2016, the Company recognized $27,129 of interest expense, including $24,593 related to the default penalty, and $7,402 of accretion related to the debt discount. Search4.com, Inc. Convertible Note On February 5, 2016, Artec issued to Search4.com a 12% convertible note (the " Search4 Note The debt discount attributable to the fair value of the beneficial conversion feature amounted to $100,000 for the Search4 Note and is being accreted over the term of the Search4 Note. The Company recognized $2,833 interest expense and $23,015 of debt discount accretion during the three months ended April 30, 2016. T McNeil Advisors, LLC Convertible Note On March 4, 2016, Artec isued to T McNeil Advisors, LLC (" McNeil McNeil Note The debt discount attributable to the fair value of the beneficial conversion feature exceeded the face amount of the McNeil Note and was limited to $37,500, and is being accreted over the term of the McNeil Note. During the three months ended April 30, 2016, the Company recognized $468 of interest expense and $5,856 of debt discount accretion related to the McNeil Note. Timothy Honeycutt Convertible Note In connection with the appointment of Timothy Honeycutt to the Board of Directors, the Company issued to Mr. Honeycutt a convertible promissory note dated April 29, 2016 in the original principal amount of $25,000 (the " Honeycutt Note The debt discount attributable to the fair value of the beneficial conversion feature amounted to $16,667 for the Honeycutt Note and is being accreted over the term of the Honeycutt Note. During the three months ended April 30, 2016, the Company recognized $0 of interest expense and $0 of debt discount accretion related to the Honeycutt Note. |