NOTE 5 - DERIVATIVES AND SHORT-TERM DEBT | Derivatives During the first nine months of fiscal year 2016, the Company entered into several Security Purchase Agreements for convertible debt which contain the following embedded derivatives: (i) rights to convert principal and interest payable into shares of the Company's common stock under specific circumstances for each Note; and (ii) conversion prices that varies depending on the stock prices at the time of the conversion. Accounting standards define fair value, outline a framework for measuring fair value, and detail the required disclosures about fair value measurements. Under these standards, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. Standards establish a hierarchy in determining the fair market value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Standards require the utilization of the highest possible level of input to determine fair value. Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an active market, and other observable information that can be corroborated by market data. Level 3 – inputs are unobservable and corroborated by little or no market data. While the Company believes that its valuation methods, as set forth below, are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain instruments could result in a different estimate of fair value at the reporting date. The Company estimated the fair value of the embedded derivatives based upon Level 3 inputs as described below. Convertible Notes The Company estimated the fair value of the Convertible Notes using the Black-Scholes approach. The fair value of the derivatives at December 31, 2015 is valued at $0, as the stock price is valued at $0, and therefore the derivatives have no value at December 31, 2015. The Company recorded Deferred financing fees of $58,200 during the first quarter of 2015 and $36,450 during the second quarter. They also recorded amortization of the fees of $16,254 during the first quarter and $54,875 during the second quarter. During the first quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. ("Vis Vires") for the sale of a convertible promissory note (the "Vis Vires Note") in the principal amount of $38,000. On April 1, 2015, Vis Vires executed the Securities Purchase Agreement and funded the Company pursuant to the terms thereof. The note bears an interest rate of 8% and is due on December 27, 2015. The note holder shall have the right to convert the note to the Company common stock beginning on the date which is 180 days from the date of this note and the conversion price is 58% multiplied by the average of the lowest three trading prices during the 10 trading day period prior to the conversion date. The note converted fully into common stock during the third quarter 2015. Total options converted are 6,658,872. During the first quarter of fiscal year 2016, the Company executed a 12% convertible note (the "JSJ Note") in the principal amount of $57,000 with JSJ Investments Inc., a Texas corporation ("JSJ"). The JSJ Note, which is due on October 1, 2015, bears interest at the rate of 12% per annum. The note holder shall have the right to convert the note to the Company common stock at any time and the conversion price is 55% multiplied by the average of the lowest 20 trading prices prior to the conversion date. The note partially converted into common stock with 8,075,252 options converted, leaving the remaining debt value at $28,672 during the third quarter 2015. The estimated Warrants total 603,222,249, and are valued at $0.0001 each as of December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .230 % Exercise price $ 0.0001 Issuance date April 1, 2015 Maturity date October 1, 2015 Volatility 315.54 % Interest rate 0.0 % During the first quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC, a New York limited liability Company ("LG") for the sale of two convertible notes (the "LG Note") in the principal amount of $157,500 ($78,750 each). The notes bear an interest rate of 8% and are due on April 1, 2016. Interest is payable in cash only. The note holder shall have the right to convert the Second Note to the Company common stock once the Buyer Note is paid off in cash. The conversion price is 60% multiplied by the average of the lowest 20 trading prices prior to the conversion date. The note was $71,976 at December 31, 2015, and 5,044,739 options were converted to common stock. The estimated Warrants total 1,199,598,009, and are valued at $0.0001 each as of December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .164 % Exercise price $ 0.0001 Issuance date April 1, 2015 Maturity date April 1, 2016 Volatility 315.54 % Interest rate 0.0 % During the first quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Adar Bays, LLC, a Florida limited liability Company ("Adar Bays") for the sale of two convertible notes (the "Adar Bays Note") in the principal amount of $150,000 ($75,000 each). The notes bear an interest rate of 8% and are due on April 2, 2016. Interest is payable in cash only. The note holder shall have the right to convert the Second note to the Company common stock once the Buyer Note is paid off in cash. The conversion price is 60% multiplied by the average of the lowest 20 trading prices prior to the conversion date. The note was $43,545 at December 31, 2015 and 45,998,030 options were converted to common stock. The estimated Warrants total 725,752,311, and are valued at $0.0001 each as of December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .167 % Exercise price $ 0.0001 Issuance date April 2, 2015 Maturity date April 2, 2016 Volatility 315.54 % Interest rate .0 % During the first quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Union Capital, LLC, Nevada Limited Liability Company ("Union Capital") for the sale of two convertible notes (the "Union Capital Note") in the principal amount of $100,000 ($50,000 each). The notes bear and interest rate of 8% and are due on April 15, 2016. Interest is payable in cash only.The note holder shall have the right to convert the Second Note to the Company common stock once the Buyer Note is paid off in cash. The conversion price is 60% multiplied by the average of the lowest 20 trading prices prior to the conversion date. The note was $11,579 at December 31, 2015, and 30,927,853 options were converted to common stock. The estimated Warrants total 241,736 and are valued at $0.0001 each as of December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .214 % Exercise price $ 0.0479 Issuance date April 15, 2015 Maturity date April 15, 2016 Volatility 315.54 % Interest rate 0 % During the first quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Black Forest Capital, LLC, a New York Limited Liability Company ("Black Forest") for the sale of two convertible notes (the "Black Forest Note") in the principal amount of $150,000 ($75,000 each). The notes bear an interest rate of 10% and are due on March 8, 2016. Interest is payable only in cash. The note holder shall have the right to convert the Second note to the Company common stock once the Buyer Note is paid off in cash. The conversion price is 58% multiplied by the lowest bid price of the last 10 trading prices prior to the conversion date. The note was $61,966 at December 31, 2015, and 23,074,570 options were converted to common stock. The estimated Warrants total 1,068,386,586 and are valued at $0.0001 each as of December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .283 % Exercise price $ 0.0001 Issuance date May 4, 2015 Maturity date May 4, 2016 Volatility 315.54 % Interest rate 0.0 % During the second quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC, a Massachusetts Limited Liability Company, for the sale of a convertible redeemable note (the "Auctus Fund, LLC Note") in the principal amount of $51,000. The note bears an interest rate of 10% and is due on April 28, 2016. The note holder shall have the right to convert the notes to the Company common stock at any time and the conversion price is the lesser of 55% multiplied by the lowest trading price for the previous 25 days ending on the last complete trading day prior to the date of this Note or the variable trading price which is 55% multiplied by the lowest 25 trading prices ending on the latest complete trading day prior to the conversion date subject to equitable adjustments for stock splits, stock dividends, or right offerings. The Company amended this agreement during the second quarter of fiscal 2015 to exclude the obligation that the Company shall include on the next registration statement the Company files with the SEC all shares issuable upon conversion of this Note. As consideration for this amendment, the Company issued the Auctus Fund, LLC an additional 30,000 common shares as discussed in Note 4. The note plus accrued interest was $53,180 at December 31, 2015. The estimated Warrants total 966,904,110 and are valued at $0.0001 each at December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .262 % Exercise price $ 0.0 Issuance date July 28, 2015 Maturity date April 28, 2016 Volatility 315.54 % Interest rate 0.0 % During the second quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Vis Vires for the sale of a convertible promissory note (the "2016 Vis Vires Note") in the principal amount of $48,000. The note bears an interest rate of 8% and is due on March 8, 2016. The note holder shall have the right to convert the note to the Company common stock beginning on the date which is 180 days from the date of this note and the conversion price is 58% multiplied by the average of the lowest three trading prices during the 10 trading day period prior to the conversion date. The note plus accrued interest was $48,153 at December 31, 2015. The estimated Warrants total 830,224,451, and are valued at $0.0001 each at December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at [December 31], 2015: Stock price $ 0.0001 Discount rate .152 % Exercise price $ 0.0 Issuance date June 4, 2015 Maturity date March 8, 2016 Volatility 315.54 % Interest rate 0 % During the second quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with GW Holdings Group, LLC, a New York Limited Liability Company, for the sale of a convertible promissory note (the "GW Holdings Note") in the principal amount of $37,000. The note bears an interest rate of 8% and is due on July 14, 2016. The note holder shall have the right to convert the note to the Company common stock beginning on the date which is 180 days from the date of this note and the conversion price is 57.5% multiplied by the lowest trading price during the 20 trading days up to the conversion date. The note plus accrued interest was $38,379 at December 31, 2015. The estimated Warrants total 667,595,473, and are valued at $0.0001 each as of December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .502 % Exercise price $ 0.0001 Issuance date July 14, 2015 Maturity date July 14, 2016 Volatility 316 % Interest rate 0 % During the second quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Essex Global Investment Corp for the sale of a convertible promissory note (the "Essex Global Note") in the principal amount of $50,000. The note bears an interest rate of 10% and is due on August 7, 2016. The note holder shall have the right to convert the note to the Company common stock beginning on the date which is 180 days from the date of this note and the conversion price is 58% multiplied by the lowest trading price during the 10 trading day period prior to the conversion date. The note plus accrued interest was $52,000 at December 31, 2015. The estimated Warrants total 896,551,724, and are valued at $0.0001 each as of December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .428 % Exercise price $ 0.0001 Issuance date August 7, 2015 Maturity date August 7, 2016 Volatility 315.54 % Interest rate 0 % During the second quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Premier Venture Partners, LLC, for the sale of a convertible promissory note (the "Premier Venture Note") in the principal amount of $75,000. The note bears an interest rate of 5% and is due on February 6, 2016. The note holder shall have the right to convert the note to the Company common stock beginning on the date which is 180 days from the date of this note and the conversion price is 70% multiplied by the volume weighted average price during the 10 trading day period prior to the conversion date. The note plus accrued interest was $76,397 at December 31, 2015. The estimated Warrants total 1,091,389,432, and are valued at $0.0001 each as of December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .142 % Exercise price $ 0.0001 Issuance date August 17, 2015 Maturity date February 6, 2016 Volatility 315.54 % Interest rate 0 % During the second quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Yoshar Trading, LLC, a Florida limited liability company, for the sale of a convertible promissory note (the "Yoshar Note") in the principal amount of $40,000. The note bears an interest rate of 10% and is due on August 11, 2016. The note holder shall have the right to convert the note to the Company common stock beginning on the date which is 180 days from the date of this note and the conversion price is 57.5% multiplied the lowest trading price during the 20 trading day period up to the conversion date. The note plus accrued interest was $41,556 at December 31, 2015. The estimated Warrants total 722,715,902 and are valued at $0.0001 each at December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .434 % Exercise price $ 0.0 Issuance date August 11, 2015 Maturity date August 11, 2016 Volatility 315.54 % Interest rate .0 % During the second quarter of fiscal year 2016, the Company entered into a Securities Purchase Agreement with Beaufort Capital Partners, LLC, for the sale of a convertible promissory note in the principal amount of $40,000. The note bears no interest rate and is due on April 14, 2016. The note holder shall have the right to convert the note to the Company common stock at any time from the date of this note and the conversion price is 40% multiplied the lowest trading price. The note partially converted into common stock with 34,510,127 options converted, leaving the remaining debt value at $22,874 during the third quarter 2015. The estimated Warrants total 326,773,947, and are valued at $0.0001 each as of December 31, 2015. The following table sets forth the inputs to the Black-Scholes model that was used to value the embedded derivative at December 31, 2015: Stock price $ 0.0001 Discount rate .211 % Exercise price $ 0.0 Issuance date October 14, 2015 Maturity date April 14, 2016 Volatility 315.54 % Interest rate .0 % The Company reserved 23,625,000 shares of common stock for issuance upon full conversion of convertible debt. |