5. NOTES PAYABLE | Convertible Notes Payable In accounting for its convertible notes payable, proceeds from the sale of a convertible debt instrument with Common Stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portions of the proceeds allocated to the warrants are accounted for as paid-in capital with an offset to debt discount. The remainder of the proceeds are allocated to the debt instrument portion of the transaction as prescribed by ASC 470-25-20. The Company then calculates the effective conversion price of the note based on the relative fair value allocated to the debt instrument to determine the fair value of any beneficial conversion feature (“BCF”) associated with the convertible note in accordance with ASC 470-20-30. The BCF is recorded to additional paid-in capital with an offset to debt discount. Both the debt discount related to the issuance of warrants and related to a BCF is amortized over the life of the note. Convertible Notes Payable – Related Parties Convertible notes payable due to related parties consisted of the following as of September 30, 2017 and June 30, 2017, respectively: Convertible Notes Payable – Related Parties September 30, June 30, 2017 2017 Various term notes with total face value of $3,925,000 issued from February 2010 to April 2013, interest rates range from 10% to 15%, net of unamortized discount of $0 as of September 30, 2017 and June 30, 2017. $ 3,925,000 $ 3,925,000 $30,000 face value, issued in August 2016, interest rate of 0%, matures January 2017, a gain on extinguishment of debt was recorded totaling $3,818 net unamortized discount of $0 as of September 30, 2017 and June 30, 2017. 30,000 26,182 Total convertible notes payable – related parties 3,955,000 3,951,182 Less current portion 3,955,000 3,951,182 Convertible notes payable – related parties, long-term $ - $ - Convertible Notes Payable - Non-Related Parties Convertible notes payable due to non-related parties consisted of the following as of September 30, 2017 and June 30, 2017, respectively: Convertible Notes Payable - Non-Related Parties September 30, June 30, 2017 2017 $7,000 face value, issued in July 2014, interest rate of 6%, matures October 2017, net unamortized discount of $0 as of September 30, 2017 and June 30, 2017, respectively. $ 7,000 $ 7,000 $600,000 face value, issued in November 2015, interest rate of 0%, an OID of $190,000, matures November 2017, net unamortized discount of $0 of J September 30, 2017 and June 30, 2017, respectively, of which $260,000 has been paid. 430,000 430,000 $100,000 face value, issued in February 2016, interest rate of 10%, matures March 2018, net unamortized discount of $0 as of September 30, 2017 and June 30, 2017, respectively. 100,000 100,000 $25,000 face value, issued in February 2016, interest rate of 10%, matures February 2017, net unamortized discount of $0 as of September 30, 2017 and June 30, 2017, respectively. 25,000 25,000 $100,000 face value, issued in March 2016, interest rate of 10%, matures June2017, net unamortized discount of $0 as of September 30, 2017 and June 30, 2017, respectively. 100,000 100,000 $10,000 face value, issued in March 2016, interest rate of 10%, matures March 2018, net unamortized discount $0 of September 30, 2017 and June 30, 2017, respectively. 10,000 10,000 $50,000 face value, issued in July 2016, interest rate of 0%, matures October 2017, net unamortized discount of $0 of September 30, 2017 and June 30, 2017, respectively. 50,000 50,000 $50,000 face value, issued in August 2016, interest rate of 0%, matures September which was amended to January 2018, net unamortized discount of $44,308 and $5,418 of September 30, 2017 and June 30, 2017, respectively. 5,692 44,582 $1,000,000 face value, issued in September 2016, interest rate of 10%, matures June 2017, net unamortized discount of $0 as of September 30, 2017 and June 30, 2017, respectively. 1,000,000 1,000,000 $149,000 face value, issued in February 2017, interest rate of 10%, matures November 2017, net amortized discount of $0 and $59,740 as of September 30, 2017 and June 30, 2017, respectively, of which $20,000 has been paid. 129,000 89,260 $224,000 face value, issued in February 2017, interest rate of 10%, matures November 2017, net amortized discount of $32,452 and $119,795 as of September 30, 2017 and June 30, 2017, respectively, of which $15,000 has been paid. 176,548 104,205 $258,000 face value, issued in February 2017, interest rate of 12%, matures August 2017, net amortized discount of $0 and $48,464 as of September 30, 2017 and June 30, 2017, respectively, of which $185,000 has been paid. 133,000 209,536 $55,000 face value, issued in June 2017, interest rate of 10%, matures January 2018, net amortized discount of $26,986 and $50,631 as of September 30, 2017 and June 30, 2017, respectively. 28,014 4,369 $100,000 face value, issued in June 2017, interest rate of 7%, matures June 2018, net amortized discount of $39,130 and $52,317 as of September 30, 2017 and June 30, 2017, respectively. 60,870 47,683 $265,000 face value, issued in May 2017, interest rate of 10%, matures February 2018, net amortized discount of $132,028 and $218,790 as of September 30, 2017 and June 30, 2017, respectively. 132,972 46,210 $78,000 face value, issued in July 2017, interest rate of 12%, matures May 2018, net amortized discount of $61,187 as of September 30, 2017. 16,813 - $50,000 face value, issued in August 2017, interest rate of 0%, matures October 2017, net amortized discount of $0 as of September 30, 2017, of which $34,000 has been converted. 16,000 - $60,500 face value, issued in August 2017, interest rate of 12%, matures August 2018, net amortized discount of $50,721 as of September 30, 2017. 9,779 - $10,000 face value, issued in August 2017, interest rate of 0%, matures August 2018, net amortized discount of $8,204 as of September 30, 2017. 1,796 - $82,250 face value, issued in August 2017, interest rate of 12%, matures May 2018, net amortized discount of $68,542 as of September 30, 2017. 13,708 - $53,000 face value, issued in August 2017, interest rate of 12%, matures June 2018, net amortized discount of $45,155 as of September 30, 2017. 7,845 - $65,000 face value, issued in September 2017, interest rate of 12%, matures March 2018, net amortized discount of $57,099 as of September 30, 2017. 7,901 - $10,000 face value, issued in September 2017, interest rate of 10%, matures September 2018, net amortized discount of $9,479 as of September 30, 2017. 521 - $5,000 face value, issued in September 2017, interest rate of 0%, matures March 2018, net amortized discount of $4,752 as of September 30, 2017. 247 - $50,000 face value, issued in September 2017, interest rate of 0%, matures November 2017, net amortized discount of $42,633 as of September 30, 2017. 7,367 - Total convertible notes payable – non-related parties 2,470,073 2,267,845 Less current portion 2,470,073 2,267,845 Convertible notes payable – non-related parties, long-term $ - $ - On November 20, 2015, the Company issued a convertible note to an unrelated company for $600,000 that matures on May 20, 2016. The company paid $200,000 in principle balance leaving a remain balance of $430,000 including the extension fees and is not convertible unless the borrower defaults under the amendment agreement dated January 1, 2017. The note bears 0% interest and had an original issue discount (OID) of $100,000. This note is not convertible unless there is a default event, so no BCF was valued. The Company extended the maturity date for the sixth time by issuing additional $30,000 convertible notes on January 1, 2017 to February 15, 2017 and per the terms of the note there are no derivatives until it becomes convertible on the original note, however the $30,000 addition for the extension is to be considered derivatives. The Lender released a clarification of amendments to convertible promissory notes that explained the $30,000 extension fees are the only portion that is to be considered as convertible and converts within 2 days of issuance. The intent of the amendment agreements were to insure the original note dated November 20, 2015 in the amount of $600,000. Due to the conversion into 145,929 shares of common stock on January 1, 2017 (extension date) and January 3, 2017 (conversion date) sequencing is required on other instruments. Because the terms do not dictate a maximum numbers of convertible shares, the ability to settle these obligations with shares would be unavailable causing these obligations to potentially be settled in cash. This condition creates a derivative liability Under ASC 815-40. The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares. During the extension and conversion day period no additional convertible instruments were issued, therefore on the extension was considered in the derivative calculation. The Company extended the maturity date for the seventh time by increasing the principal balance by $30,000 on February 27, 2017 to May 6, 2017. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” Debt - Modification and Extinguishment” Debt - Modification and Extinguishment” Debt - Modification and Extinguishment” Debt - Modification and Extinguishment” On February 15, 2016, the Company issued a convertible note to an unrelated individual for $25,000 that matures on February 15, 2017. The note was amended subsequently in September 28, 2017 to extend the maturity date to October 15, 2017. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On February 23, 2017, the Company issued a convertible note to an unrelated company for $149,000 that matures on November 23, 2017. The note bears 10% interest per annum and is convertible into shares of the Company’s common stock at lesser of 40% of the average three lowest closing bids 20 days prior to the conversion date. Additionally, the note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, that this percentage discount (variable) exercise price indicates is an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. The Company extended the possibility to convert date by issuing 60,000 warrants valued at $7,813 on September 8, 2017 to November 2, 2017. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . Debt - Modification and Extinguishment” On February 23, 2017, the Company issued a convertible note to an unrelated company for $224,000 that matures on November 23, 2017. The note bears 10% interest per annum and is convertible into shares of the Company’s common stock at lesser of 40% of the average three lowest closing bids 20 days prior to the conversion date. Additionally, the note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. The Company extended the possibility to convert date by issuing 90,000 warrants valued at $11,720 on September 8, 2017 to November 2, 2017. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . Debt - Modification and Extinguishment” On August 26, 2016, the Company issued a convertible note to an unrelated individual for $50,000 that matures on August 26, 2017. The note bears interest rate of 10% per annum and is convertible into shares of the Company’s Common stock at $0.40 per share. The note was amended on June 30, 2017 to extend the maturity date to October 1, 2017. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” Debt - Modification and Extinguishment” On March 7, 2016, the Company issued a convertible note to an unrelated individual for $100,000 that matures on March 7, 2017. The note bears interest rate of 10% per annum and is convertible into shares of the Company’s Common stock at $0.40 per share. The Company valued a BCF related to the note valued at $24,269 and debt discount related to the 10,000 shares of common stock issued with the note at a relative fair value of $4,569. The note was amended again on September 28, 2017 to extend the maturity date to January 15, 2018, as additional consideration the Company issued 25,000 shares of common stock valued at $3,998. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On July 26, 2016, the Company issued a convertible note to an unrelated individual for $50,000 that matures on September 26, 2016. The note bears interest rate of 0% per annum and is convertible into shares of the Company’s Common stock at $0.40 per share, as part of the note the company issued warrants to purchase 35,000 shares of 144 restricted common stock at an exercise price $0.30 for a two-year period. The note was amended on September 28, 2017 to extend the maturity date to January 15, 2018, as additional consideration the Company issued 15,000 shares of common stock valued at $2,399. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On July 31, 2017, the Company issued a convertible note to an unrelated company for $78,000, which included $75,000 in proceeds and $3,000 in legal fees, that matures on April 10, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 61% of the lowest two trading prices during the fifteen (15) trading day period ending to the date of conversion. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On August 2, 2017, the Company issued a convertible note to an unrelated party for $50,000 that matures on August 24, 2017. The note bears 0% interest per annum, in lieu of interest the Company issued 12,000 shares of common stock on August 4, 2017. The note is convertible into shares of the Company’s common stock at $0.10 per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . The note was amended on September 15, 2017, to extend the maturity date to October 15, 2017. The Company evaluated amendment under ASC 470-50, “ Debt - Modification and Extinguishment” On August 2, 2017, the Company issued a convertible note to an unrelated company for $60,500, which includes proceeds of $55,000, and $5,500 in OID, that matures on August 2, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 61% of the lowest two trading prices during the fifteen (15) trading day period ending to the date of conversion. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On August 4, 2017, the Company issued a convertible note to an unrelated party for $10,000 that matures on August 4, 2018. The note bears 0% interest per annum, in lieu of interest the Company issued 3,500 shares of common stock on August 7, 2017. The note is convertible into shares of the Company’s common stock at $0.10 per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . On August 15, 2017, the Company issued a convertible note to an unrelated company for $82,250, which included $75,000 in proceeds and $7,250 in legal and other fees, that matures on April 18, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 60% the lowest trading price during the previous twenty (2) days to the date of conversion. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On August 16, 2017, the Company issued a convertible note to an unrelated company for $53,000, which included $50,000 in proceeds and $3,000 in legal fees, that matures on June 16, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 61% of the lowest two trading prices during the fifteen (15) trading day period ending to the date of conversion. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On September 8, 2017, the Company issued a convertible note to an unrelated company for $65,000, which included $58,500 in proceeds and $6,500 in OID, that matures on March 8, 2018. The note bears 12% interest per annum and is convertible into shares of the Company’s common stock at 55% of either the lowest sales price for common stock on principal market during the twenty-five consecutive trading days including the immediately preceding the conversion date. The note contains a percentage discount (variable) exercise price which causes the number to be converted into a number of common shares that “approach infinity”, as the underlying stock price could approach zero. The Company determined under ASC 815, the Company has determined that this percentage discount (variable) exercise price indicates an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value. On September 11, 2017, the Company issued a convertible note to an unrelated party for $10,000 that matures on September 11, 2018. The note bears 10% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . On September 27, 2017, the Company issued a convertible note to an unrelated party for $5,000 that matures on March 31, 2018. The note bears 0% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . On September 28, 2017, the Company issued a convertible note to an unrelated party for $50,000 that matures on November 28, 2017. The note bears 0% interest per annum. The note is convertible into shares of the Company’s common stock at $0.10 per share. Due to sequencing on February 2, 2017, the Company determined under ASC 815, the Company has determined that the note is to be treated as an embedded derivative financial liability, which requires bifurcation and to be separately accounted for. At each reporting period, the Company will mark this derivative financial instrument to its estimated fair value . Notes Payable – Related Parties Notes payable due to related parties consisted of the following as of September 30, 2017 and June 30, 2017, respectively: Notes Payable – Related Parties September 30, June 30, 2017 2017 Various term notes with total face value of $627,500 issued from April 11 to June 17, interest rates range from 0% to 15%, net of unamortized discount of $0 as of September 30, 2017 and June 30, 2017, respectively, of which $45,000 has been paid. $ 600,000 $ 610,000 $18,000 face value, issued in September 2017, interest rate of 0%, matures November 2017. 18,000 - Total notes payable – related parties 618,000 610,000 Less current portion 618,000 610,000 Notes payable - related parties, long term $ - $ - On September 28, 2017, the Company issued a note to an unrelated party for $18,000 that matures on November 28, 2017. The note bears 0% interest per annum. Notes Payable – Non-Related Parties Notes payable due to non-related parties consisted of the following as of September 30, 2017 and June 30, 2017, respectively: Notes Payable – Non-Related Parties September 30, June 30, 2017 2017 Various term notes with total face value of $40,488 due upon demand, interest rates range from 0% to 14%. $ 40,488 $ 40,488 $52,000 face value, issued in August 2017, interest rate of 0%, matures October 2017 net of unamortized discount of $7,227 as of September 30, 2017. 44,773 - $52,000 face value, issued in August 2017, interest rate of 0%, matures October 2017 net of unamortized discount of $7,604 as of September 30, 2017. 44,396 - $81,000 face value, issued in September 2017, interest rate of 8% per month, matures March 2018 net of unamortized discount of $14,913 as of September 30, 2017. 66,087 - Total note payable – non-related parties 195,744 40,488 Less current portion 195,744 40,488 Notes payable – non-related parties, long-term $ - $ - On August 25, 2017, the Company issued a note to an unrelated party for $52,000 as part of an Accounts Receivable Financing Agreement, which included $50,000 in proceeds and an OID of $2,000, that matures on October 25, 2017. The note bears 0% interest per annum. As additional consideration the Company also issued 50,000 warrants valued at $6,625. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . On August 31, 2017, the Company issued a note to an unrelated party for $52,000 as part of an Accounts Receivable Financing Agreement, which included $50,000 in proceeds and an OID of $2,000, that matures on October 31, 2017. The note bears 0% interest per annum. As additional consideration the Company also issued 50,000 warrants valued at $6,773. The warrants are considered derivative liabilities under ASC 815-40 under the Company’s sequencing policy and were valued using the . On September 19, 2017, the Company issued a note to an unrelated party for $81,000 which included $74,504 in proceeds, $6,000 in OID, and $496 in other fees, that matures on March 19, 2018. The note bears 8% interest per month. As additional consideration the Company is to issue 75,000 shares of common stock within 10 days. |