Convertible Note Payable | NOTE 11 – CONVERTIBLE NOTE PAYABLE October 3, 2018 Note – Firstfire Global Opportunities Fund, LLC On October 3, 2018, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, an accredited investor “Firstfire” pursuant to which the Company issued to Firstfire a Senior Convertible Promissory Note (“Note 1”) in the aggregate principal amount of $300,000. The Company received net proceeds of $243,900 after a $24,000 original note discount and $32,100 of financing costs. The Note has a maturity date of October 3, 2019 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of five percent (5%) per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note, provided it makes a payment to Firstfire as set forth in the Note. The outstanding principal amount of the Note is convertible into common stock at the lender’s option at $0.20 per share. The agreements contain down-round protection in the event the Company issues common stock at a lower price. In connection with the agreement, the Company issued detachable warrants to purchase 480,000 shares of the company’s common stock. The warrants have a strike price of $0.3125 and an expiration date of October 3, 2021. The warrants contain down-round protection in the event the Company issues common stock at a lower price. Accounting Considerations The Company has accounted for the Note as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Allocation Compound embedded derivative $ 408,373 Derivative warrants 128,544 Day-one derivative loss (260,917) Financing fees (32,100) Net proceeds $ (243,900) The net proceeds of $243,900 were allocated to the compound embedded derivative and derivative warrants. This resulted in a day-one derivative loss of $260,917. Due to the 100% discount of the note, the net carrying value on the balance sheet was zero upon inception. The Note will be amortized up to its face value of $300,000 over the life of Note based on an effective interest rate. Amortization expense for the period amounted to $36,674. During the three months ended April 30, 2019, the holder converted $35,000 in principal into 481,310 shares of common stock. The carrying value of the Note as of April 30, 2019 and January 31, 2019 amounted to $51,921 and $22,104, respectively. The remaining principal balance as of April 30, 2019 is $265,000. The note will be amortized up to the face value over the remaining life of the note. January 18, 2019 Note – Firstfire Global Opportunities Fund, LLC On January 18, 2019, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund, LLC, an accredited investor “Firstfire” pursuant to which the Company issued to Firstfire a Senior Convertible Promissory Note (“Note 2”) in the aggregate principal amount of $150,000. The Company received net proceeds of $124,200 after a $12,000 original note discount and $13,800 of financing costs. The Note has a maturity date of January 18, 2020 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of five percent (5%) per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note, provided it makes a payment to Firstfire as set forth in the Note. The outstanding principal amount of the Note is convertible into common stock at the lender’s option at $0.20 per share. The agreements contain down-round protection in the event the Company issues common stock at a lower price. In connection with the agreement, the Company issued detachable warrants to purchase 240,000 shares of the company’s common stock. The warrants have a strike price of $0.3125 and an expiration date of January 18, 2022. The warrants contain down-round protection in the event the Company issues common stock at a lower price. Accounting Considerations The Company has accounted for the Note as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Allocation Compound embedded derivative $ 321,631 Derivative warrants 85,183 Day-one derivative loss (268,814 ) Financing fees (13,800 ) Net proceeds $ (124,200 ) The net proceeds of $124,200 were allocated to the compound embedded derivative and derivative warrants. This resulted in a day-one derivative loss of $268,814. Due to the 100% discount of the note, the net carrying value on the balance sheet was zero upon inception. The Note will be amortized up to its face value of $150,000 over the life of Note based on an effective interest rate. Amortization expense for the period amounted to $6,896. The carrying value of the Note as of April 30, 2019 amounted to $11,052. Accounting Considerations The Company has accounted for the Note as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Allocation Default put derivative $ 54,097 Derivative warrants 46,665 Convertible notes payable 49,238 Net proceeds $ (150,000 ) The net proceeds of $150,000 were allocated to the default put derivative, derivative warrants and the residual allocated to the debt. The Note will be amortized up to its face value of $165,000 over the life of Note based on an effective interest rate. Amortization expense for the period amounted to $10,995. The carrying value of the Note as of April 30, 2019 amounted to $60,233. Accounting Considerations The Company has accounted for the Note as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Allocation Default put derivative $ 65,224 Beneficial conversion feature 8,485 Convertible notes payable 31,290 Net proceeds $ (105,000 ) The net proceeds of $105,000 were allocated to the default put derivative, beneficial conversion feature and the residual allocated to the debt. The Note will be amortized up to its face value of $105,000 over the life of Note based on an effective interest rate. Amortization expense for the period amounted to $7,609. The carrying value of the Note as of April 30, 2019 amounted to $38,899. April 22, 2019 Note – JSJ Investments On April 22, 2019, the Company entered into a Convertible Promissory Note Agreement with JSJ Investments in the aggregate principal amount of $113,000. The Company received net proceeds of $100,000 after a $10,000 in finders’ fees and $3,000 in legal expenses. The Note has a maturity date of April 22, 2020 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of five percent (5%) per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note, provided it makes a payment to JSJ Investments as set forth in the Note. The outstanding principal amount of the Note is convertible at the lender’s option after the 180th day after the Issuance date a 50% discount to the lowest trading price during the previous ten (10) trading days to the date of a Conversion Notice. Accounting Considerations The Company has accounted for the Note as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Allocation Embedded conversion feature $ 241,764 Day-one derivative loss (128,764 ) Net proceeds $ (113,000 ) The net proceeds of $113,000 were allocated to the embedded conversion feature. This resulted in a day-one derivative loss of $128,764. Due to the 100% discount of the note, the net carrying value on the balance sheet was zero upon inception. The Note will be amortized up to its face value of $113,000 over the life of Note based on an effective interest rate. Amortization expense for the period amounted to $3,054. The carrying value of the Note as of April 30, 2019 amounted to $3,054. |