v3.7.0.1
6. CONVERTIBLE NOTES PAYABLE
6 Months Ended
Jul. 31, 2017
Notes  
6. CONVERTIBLE NOTES PAYABLE

6. CONVERTIBLE NOTES PAYABLE

 

Noteholder 1

 

On January 8, 2014 the Company issued an unsecured convertible note to one accredited investor (as that term is defined under the Securities Act of 1933, as amended) in the aggregate amount of $50,000. This convertible note accrues interest at the rate of 19% per annum and is convertible at $0.0001. The Company secured an initial extension of the convertible note to January 29, 2015 and subsequently obtained a further extension to December 31, 2016. The note has been reduced to $43,500 through the sales of part of the debt to unrelated third parties in prior periods.

 

During the quarter ending July 31, 2017, the noteholder sold $10,000 of this note to an unrelated party. The $10,000 note was then settled with the issuance of 20,000,000 shares of common stock. This settlement resulted in the recording of a $62,000 loss on settlement of notes payable.

 

The Company is currently in discussions with the lender to further extend the maturity date and has been verbally extended to be later written. Until such time as that is completed the note is considered past due.

 

On April 17, 2015, the Company received $5,000 by way of an unsecured short-term loan from a non-related party for a term of 60 days that was later extended until April 23, 2017. Principal and interest at 8% per annum accrued thereon are due and payable on April 23, 2017 and is further renewable. Also, the lender has the right to convert the principal and accrued interest into shares of the Company’s common stock at $0.01 cents. The Company is currently in discussions with the lender to further extend the maturity date and has been verbally extended to be later written. Until such time as that is completed the note is considered past due.

 

Noteholder 2

 

On October 2, 2015, the Company received $12,500 by way of an unsecured short-term loan from a non-related party for a term of one year. Principal and interest at 8% per annum accrued thereon are due and payable on October 1, 2016. Also, the lender has the right to convert the principal and accrued interest into shares of the Company’s common stock. The conversion rate was equal to the fair market value of the Company’s common stock on the date of issuance. This loan has been extended until October 1, 2017.

 

Noteholder 3

 

The Company took on a loan of $52,500, in the form of a convertible note, in November 2016. The note is due and payable twelve months from the issuance date and bear interest at 5% per annum with an original issuance discount of 5%. If the Note is paid off prior to 181 days, the Company is required to pay the face amount plus a penalty of 30% otherwise the investor may convert loan to common shares. Once convertible the conversion rate is equal to 60% of the lowest traded market price during the previous 15 trading days. The holder is limited to converting no more than 20% percent of the previous week’s dollar volume during any given trading week.

 

The Company reached an agreement on May 4, 2017 with Convertible Noteholder where by half of the note has been repaid in cash and the balance of the loan has been extended for an additional six months up to November 4, 2017 during which time the note is not convertible. The total cash payment of $34,438 is being applied $26,250 to the principle and the remaining to interest and prepayment penalties.

 

Noteholder 4

 

The Company took on a further loan of $30,000, in the form of a convertible note on January 31, 2017 with unrelated parties. The note is due and payable twelve months from the issuance date and bears interest at 8% per annum with an original issuance discount of $3,000. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a scaled penalty ranging from 10% to 35% depending on the repayment date. Also noted, after 181 days from the issuance date, the Note is convertible into the shares of the Company’s common stock. The conversion rate is equal to 55% of the market price during the previous 10 trading days. The loan is convertible at the end of July 2017. By agreement of both parties, any right of conversion date has been postponed until September 12, 2017.

 

Noteholder 5

 

The Company had executed three lending arrangements with a related party, affiliated to the CEO of the company. The effective dates of the loans are November 24, 2015, December 8, 2015 and January 14, 2016. The loan amounts are $3,000, $16,121 and $1,500, respectively, with interest accruing at 5% per annum. Repayment is in one lump sum due and payable on or before December 31, 2018, December 31, 2018 and January 31, 2019, respectively.

 

The Company has executed two additional notes with the same related party. The effective dates of the additional loans are March 10, 2016 and March 15, 2016. The loan amounts are $2,770 and $2,885, respectively, with interest accruing at 5% per annum. Repayment is in one lump sum due and payable on or before January 31, 2019. All notes are convertible, at the holder’s request, into shares of the Company’s common stock at the rate of $9.50 per share.

 

Noteholder 6

 

The company took on further loan of $53,000 in the form of a convertible note on May 8, 2017 with unrelated parties and received funds on May 15. The note is due and payable nine months from the issuance date and bears interest at 8% per annum with an original issuance discount of $3,000. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a scaled penalty ranging from 10% to 35% depending on the repayment date. Also noted, 181 days after funding the, the Note becomes convertible on or about November 15, 2017. Once the conversion terms are effective the note is convertible into shares at the greater of $0.00008 or 61% of the market value as calculated per the agreement.

 

The following table summarizes all convertible notes outstanding as of July 31, 2017:

 

Holder

Issue Date

Due Date

 

Principal

 

Unamortized

Debt

Discount

 

Carrying

Value

 

 

 

 

 

 

 

 

 

Third Parties

 

 

 

 

 

 

 

 

Noteholder 1a

1/8/2014

Past Due

$

 33,500

$

 -

$

 33,500

Noteholder 1b

4/23/15

Past Due

 

5,000

 

-

 

5,000

Noteholder 2

10/2/2015

10/1/2017

 

12,500

 

-

 

12,500

Noteholder 3

11/1/2016

11/4/2017

 

26,000

 

-

 

26,000

Noteholder 4

1/30/2017

1/30/2018

 

30,000

 

-

 

30,000

Noteholder 6

5/15/2017

2/20/2018

 

53,000

 

2,125

 

50,875

 

 

 

 

 

 

 

 

 

Related Parties

 

 

 

 

 

 

 

 

Noteholder 5a

11/23/2015

12/31/2018

 

3,000

 

-

 

3,000

Noteholder 5b

12/8/2015

12/31/2018

 

16,121

 

-

 

16,121

Noteholder 5c

1/12/2016

1/31/2019

 

1,500

 

-

 

1,500

Noteholder 5d

3/10/2016

1/31/2019

 

2,770

 

-

 

2,770

Noteholder 5e

3/15/2016

1/31/2019

 

2,885

 

-

 

2,885

 

 

 

 

 

 

 

 

 

Total Convertible Notes Payable

 

$

 186,276

$

 2,125

 

184,151

Less: Current Portion

 

 

 

 

 

 

 

(157,875)

Long Term Portion

 

 

 

 

 

 

$

26,276