CONVERTIBLE NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE Convertible Notes Payable at consists of the following: June 30, 2018 Auctus Fund, LLC On February 26, 2018, we entered into a Securities Purchase Agreement (the “Auctus SPA”), under which we agreed to sell a 12% convertible promissory note in an aggregate principal amount of $167,750 (the “Auctus Note”) to Auctus Fund, LLC (“Auctus”). The Auctus Note will bear interest at a rate of 12% per annum and will mature on November 26, 2018. The net proceeds of the sale of the Auctus Note, after deducting the expenses payable by were $150,000. At any time after the issue date of the Auctus Note, Auctus has the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Auctus Note into shares of our common stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) the lowest trading price of our common stock during the twenty-five-day trading period prior to the issue date of the Auctus Note and (ii) 50% of the lowest trading price of our common stock during the twenty-five-day trading period prior to the conversion. The Conversion Price is subject to further reduction upon certain events specified in the Auctus Note. We have the right to prepay the Auctus Note at any time until the 180th calendar day after the issue date of the Auctus Note, in an amount equal to 150% (or 135% if we prepay the Auctus Note on or before the date that is 90 days after the issue date of the Auctus Note) of the outstanding balance of the Auctus Note (including principal and accrued and unpaid interest). We may not prepay the Auctus Note after the 180th calendar day after the issue date of the Auctus Note. We will be subject to a liquidated damages charge of 25% of the outstanding principal amount of the Auctus Note if we effect certain exchange transactions in accordance with, based upon or related or pursuant to Section 3(a)(10) of the Securities Act. In addition, the Auctus Note grants Auctus the right to update the terms of the Auctus SPA and the Auctus Note to incorporate the terms of any future transaction document related to a security issuance by us to a third party that are more favorable to the third party than the terms of the Auctus SPA and the Auctus Note. Any amounts due and payable to Auctus under the terms of the Auctus Note, including any payment on an event of default, default interest, or agreed upon liquidated damages may, at the Auctus's option, be converted into shares of our common stock at the Conversion Price. Pursuant to a Registration Rights Agreement, we are required to register 30,000,000 shares into which the Auctus Note may be converted. During the three months ending June 30, 2018 the Company recorded interest of $5,019 The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $55,917 during the three months ended June 30, 2018. $ 167,750 Unamortized debt discount (91,556) Total, net of unamortized discount 76,194 EMA Financial, LLC On February 23, 2018 we entered into a Securities Purchase Agreement (“EMA SPA”) with EMA Financial, LLC, a Delaware limited liability company (“EMA”), pursuant to which we issued and sold to EMA a convertible promissory note, dated February 23, 2018 in the principal amount of $125,000 (the “EMA Note”). In connection with the foregoing, we also entered into a Registration Rights Agreement with the Purchaser dated February 23, 2018 (the “Registration Rights Agreement”). The EMA Note as amended, is due February 23, 2019, bears interest at the rate of 12% per annum. All principal and accrued interest on the EMA Note is convertible into shares of our common stock at the election of EMA at any time at a conversion price equal to the lesser of (i) the trading price for our common stock on the trading day prior to the closing date of the EMA Note, or (ii) a 50% discount to the lowest trading or lowest closing bid price for our common stock during the 25-trading day period immediately prior to conversion. We have the right to prepay the EMA Note within 90 days of the closing date at a premium of 135% of all amounts owed to EMA and at a premium of 150% if prepaid more than 90 but less than 180 days following the closing date. We have no right to prepay the EMA Note more than 180 days after the closing date. The EMA Note contains customary default events which, if triggered and not timely cured, will result in default interest and penalties. Pursuant to the Registration Rights Agreement, we are required to register 30,000,000 shares into which the EMA Note may be converted. During the three months ending June 30, 2018 the Company recorded interest of $3,740 The aggregate issue discount feature has been accreted and charged to interest expenses as a financing expense in the amount of $31,164 during the three months ended June 30, 2018. 125,000 Unamortized debt discount (81,506) Total, net of unamortized discount 43,494 Total $ 119,688 Derivative liability The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model. The following table presents a summary of the Company’s derivative liabilities associated with its convertible notes as of June 30, 2018: Amount Balance March 31, 2017 — Debt discount originated from derivative liabilities 262,500 Initial loss recorded 170,924 Adjustment to derivative liability due to debt settlement — Change in fair market value of derivative liabilities 296,313 Balance March 31, 2018 $ 729,737 Debt discount originated from derivative liabilities — Initial loss recorded — Adjustment to derivative liability due to debt settlement — Change in fair market value of derivative liabilities (268,814) Balance June 30, 2018 $ 460,923 The Black-Scholes model utilized the following inputs to value the derivative liabilities at the date of issuance of the convertible notes and at March 31, 2018 and June 30, 2018: Fair value assumptions – derivative notes: February 23, 2018 February 26, 2018 March 31, 2018 June 30, 2018 Risk free interest rate 2.02 % 2.03 % 2.09 % 2.33% Expected term (years) 1.0 .75 0.66 -.90 0.41-0.65 Expected volatility 188.62 % 188.72 % 199.58 % 170.79% Expected dividends 0 0 0 0 |