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NOTES PAYABLE
6 Months Ended
Oct. 31, 2020
NOTES PAYABLE  
NOTE 8 - NOTES PAYABLE

Note Payable, Currently in Default

 

Note payable, currently in default, consists of the following at:

 

 

 

October 31,
2020

 

 

April 30,
2020

 

 

 

 

 

 

 

 

Note payable to an unrelated party, matured March 18, 2014, with interest at 10%

 

$ 75,001

 

 

$ 75,001

 

 

 

 

 

 

 

 

 

 

 

 

$ 75,001

 

 

$ 75,001

 

 

Accrued interest payable on note payable, currently in default, totaled $55,259 and $51,509 at October 31, 2020 and April 30, 2020, respectively.

 

 Convertible Notes Payable, Currently in Default

 

Convertible notes payable, currently in default, consist of the following:

 

 

 

October 31,
 2020

 

 

April 30,
 2020

 

Note payable to an unrelated party, matured January 27, 2012, with interest at 25%, convertible into common shares of the Company at $3.70 per share

 

$ 25,000

 

 

$ 25,000

 

Note payable to an unrelated party, matured December 31, 2010, with interest at 10%, convertible into common shares of the Company at $1.00 per share

 

 

50,000

 

 

 

50,000

 

Note payable to an accredited investor, matured January 11, 2020, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price

 

 

59,400

 

 

 

59,400

 

Note payable to an accredited investor, matured January 17, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price

 

 

42,429

 

 

 

53,028

 

Note payable to an accredited investor, matured January 24, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

 

 

42,365

 

 

 

42,365

 

Note payable to an accredited investor, matured January 31, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

 

 

91,331

 

 

 

91,331

 

Note payable to an accredited investor, matured February 27, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

 

 

2,009

 

 

 

2,009

 

Note payable to an accredited investor, matured June 25, 2020, with interest at 22%, convertible into common shares of the Company at a defined variable exercise price

 

 

49,500

 

 

 

-

 

Note payable to an accredited investor, matured September 4, 2020, with interest at 22%, convertible into common shares of the Company at a defined variable exercise price

 

 

56,500

 

 

 

-

 

Note payable to an accredited investor, matured May 7, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

 

 

110,000

 

 

 

-

 

Note payable to an accredited investor, maturing two years from each advance, with an original issue discount equal to 10% and a one-time interest charge of 12% added to principal, convertible into common shares of the Company at a defined variable exercise price. See discussion under Long-Term Convertible Notes Payable below:

 

 

 

 

 

 

 

 

Advance dated September 13, 2018, matured September 13, 2020

 

 

1,380

 

 

 

-

 

Advance dated October 16, 2018, matured October 16, 2020

 

 

123,200

 

 

 

-

 

Note payable to an accredited investor, matured June 19, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

 

 

275,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

928,114

 

 

 

323,133

 

Less discount

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total

 

$ 928,114

 

 

$ 323,133

 

 

Effective January 11, 2019, the Company issued and delivered to One44 Capital LLC (“One44”) a 10% convertible note in the principal amount of $120,000. The Company received net proceeds of $114,000 after payment of $6,000 of the fees and expenses of the lender and its counsel.  One44, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to and including the day the notice of conversion is received by the Company, with a floor of $0.03 per share.  The note matured on January 11, 2020 and was in default as of October 31, 2020.  The Company may redeem the note at redemption prices ranging from 130% to 140% during the first 180 days after issuance. The Company may not redeem the note after 180 days from the issuance date.  The note had a principal balance of $59,400 as of October 31, 2020 and April 30, 2019. 

 

Effective January 17, 2019, the Company issued and delivered to JSJ Investments, Inc. (“JSJ”) a 12% convertible note in the principal amount of $125,000. The Company received net proceeds of $122,000 after payment of $3,000 of the fees and expenses of the lender and its counsel.  JSJ, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at $0.03 per share or, upon the occurrence of certain defined defaults, at a 42% discount to the lowest trading price during the 20 days prior to the date the notice of conversion is received by the Company.  The note matured on January 17, 2020, with the interest rate increasing to 18%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 135% to 150% during the first 180 days after issuance.  In August and October 2020, the Company issued a total of 200,000,000 shares of its common stock to JSJ in conversion of $10,599 principal.  The note had a principal balance of $42,429 as of October 31, 2020 and $53,028 as of April 30, 2020. 

 

Effective April 24, 2019, the Company issued and delivered to EMA Financial, LLC (“EMA”) a 10% convertible note in the principal amount of $55,000. The note was issued at a discount and the Company received net proceeds of $50,000 after payment of $3,750 of the fees and expenses of the lender and its counsel.  EMA, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to the day the notice of conversion is received by the Company.  The note matured on January 24, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020.  During the first 180 days the Note is in effect, the Company may redeem the note at redemption prices ranging from 120% to $140%.  The Company may not redeem the note after 180 days from the issuance date.  In November 2019, a penalty of $25,000 was added to the principal of the note.  The note had a principal balance of $42,365 as of October 31, 2020 and April 30, 2020.

 

Effective January 31, 2019, the Company issued and delivered to Auctus Fund, LLC (“Auctus”) a 10% convertible note in the principal amount of $125,000.  The Company received net proceeds $112,250 after payment of $12,750 of the fees and expenses of the lender and its counsel.  Auctus, on or following the 180th calendar day after the issuance date of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock a 40% discount to the lowest trading price during the 20 days prior to the date the notice of conversion is received by the Company.  The note matured on January 31, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020.  The Company may redeem the note at redemption prices ranging from 120% to 135% during the first 180 days after issuance. The Company may not redeem the note after 180 days from the issuance date.  The note had a principal balance of $91,331 as of October 31, 2020 and April 30, 2020. 

 

               Effective February 27, 2019, the Company issued and delivered to Coventry Enterprises, LLC (“Coventry”) a 10% convertible note in the principal amount of $55,000. The Company received net proceeds of $52,500 after payment of $2,500 of the fees and expenses of the lender and its counsel.  Coventry, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to and including the day the notice of conversion is received by the Company.  The note matured on February 27, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020.  During the first 150 days the Note is in effect, the Company may redeem the note at a redemption price of 135%. The note had a principal balance of $2,009 as of October 31, 2020 and April 30, 2020. 

 

Effective March 25, 2019, the Company issued and delivered to Geneva a 9% convertible note in the principal amount of $56,500. The note was issued at a discount, resulting in the Company’s receipt of $50,000 after payment of $3,000 of the fees and expenses of the lender and its counsel and an original issue discount of $3,500. Geneva, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock beginning 180 days following the date of the note at a 29% discount from the lowest trading price during the 20 days prior to conversion. The note matured on June 25, 2020, with the interest rate increasing to 22%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 105% to 130% during the first 180 days after issuance. In October 2020, the Company issued 100,000,000 shares of its common stock in conversion of $7,000 principal.  The note had a principal balance of $49,500 as of October 31, 2020 and $56,500 as of April 30, 2020.

 

Effective June 4, 2019, the Company issued and delivered to Geneva a 9% convertible note in the principal amount of $56,500.  The note was issued at a discount and the Company received $50,000 after an original issue discount of $3,500 and payment of $3,000 of fees and expenses of the lender and its counsel. Geneva, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 29% discount from the lowest trading price during the 20 days prior to conversion. The note matured on September 4, 2020, with the interest rate increasing to 22%, and was in default as of October 31, 2020.  The Company may redeem the note at redemption prices ranging from 105% to 130% during the first 180 days after issuance.  The Company may not redeem the note after the first 180 days after issuance.  The note had a principal balance of $56,500 as of October 31, 2020 and April 30, 2020.

 

Effective May 7, 2019, the Company issued and delivered to Odyssey Capital Funding LLC (“Odyssey”) a 10% convertible note in the principal amount of $100,000.  The Company received $95,000 after payment of $5,000 of fees and expenses of the lender and its counsel. Odyssey, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to and including the conversion date (with a floor of $0.03 per share for the six months following the date of the note). The note matured on May 7, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 130% to 140% during the first 120 days after issuance.  The Company may not redeem the note after the first 120 days after issuance.  A penalty of $10,000 has been added to the principal of the note.  The note had a principal balance of $110,000 and $100,000 as of October 31, 2020 and April 30, 2020, respectively.

 

              Effective June 19, 2019, the Company issued and delivered to Odyssey a 10% convertible note in the principal amount of $250,000.  Of the note proceeds, $144,296 was paid to One44 to redeem its February 27, 2019 convertible note and the Company received $80,704 after payment of $25,000 of legal and brokerage fees. Odyssey, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to and including the date of conversion (with a floor of $0.03 per share for the six months following the date of the note). The note matured on June 19, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 130% to 140% during the first 120 days after issuance.  The Company may not redeem the note after the first 120 days after issuance.  A penalty of $25,000 has been added to the principal of the note.  The note had a principal balance of $275,000 and $250,000 as of October 31, 2020 and April 30, 2020, respectively.

 

Effective September 13, 2018, the Company issued and delivered to Vista Capital Investments, LLC (“Vista”) a convertible note in the original maximum principal amount of $550,000 (consisting of an initial advance of $100,000 on such date and possible future advances).  An original issue discount equal to 10% of each advance was added to principal.  The maturity date of advances under the convertible note is two years from the date of each advance.  Terms of the convertible note include certain penalties for additional principal and changes in conversion prices when the trading price of the Company’s common stock decreases to defined levels.

 

An original issue discount of $10,000 and a one-time 12% interest charge of $13,200 was added to the $100,000 advance at inception, resulting in total initial principal of $123,200.  The note matured September 13, 2020 and was in default as of October 31, 2020.  As of October 31, 2020 and April 30, 2020, the note had a principal balance of $1,380.

 

On October 16, 2018, the Company received proceeds of $200,000 from a second advance under the Vista long-term convertible note.  An original issue discount of $20,000 and a one-time 12% interest charge of $26,400 was added to the note principal, resulting in total principal of $246,400.  Effective May 14, 2019, Vista assigned $123,200 of this note, resulting in a principal balance of $123,200.  The note matured on October 16, 2020 and was in default as of October 31, 2020.  As of October 31, 2020 and April 30, 2020, the note had a principal balance of $123,200.

 

Effective February 7, 2019, the Company issued and delivered to Geneva Roth Remark Holdings, Inc. (“Geneva”) a 12% convertible note in the principal amount of $56,500. The note was issued at a discount, resulting in the Company’s receipt of $50,000 after payment of $3,000 of the fees and expenses of the lender and its counsel and an original issue discount of $3,500. Geneva, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock beginning 180 days following the date of the note at a 29% discount from the lowest trading price during the 20 days prior to conversion. The note matured on May 7, 2020, with the interest rate increasing to 22%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 105% to 130% during the first 180 days after issuance. In August 2020, the Company issued a total of 558,285,713 shares of its common stock to Geneva in full conversion of $35,900 principal and $3,180 accrued interest payable.  The note had a principal balance of $0 as of October 31, 2020 and $35,900 as of April 30, 2020. 

 

 Current Convertible Notes Payable

 

Current convertible notes payable consisted of the following at:

 

 

 

October 31, 2020

 

 

April 30, 2020

 

Note payable to an accredited investor, maturing December 20, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

 

$ 24,700

 

 

$ 24,700

 

Note payable to an accredited investor, maturing December 20, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

 

 

70,000

 

 

 

70,000

 

Original issue discount convertible debenture to an accredited investor, maturing December 20, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

 

 

600,000

 

 

 

600,000

 

Note payable to an accredited investor issued for extension fees, maturing December 20, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

 

 

200,000

 

 

 

200,000

 

Note payable to an accredited investor issued for extension fees, maturing December 20, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

 

 

90,000

 

 

 

90,000

 

Note payable to an accredited investor, matured May 7, 2020, with interest at 12%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

 

 

-

 

 

 

35,900

 

Note payable to an accredited investor, maturing December 20, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price

 

 

110,000

 

 

 

110,000

 

Note payable to an accredited investor, matured May 7, 2020, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

 

 

-

 

 

 

100,000

 

Note payable to an accredited investor, matured June 19, 2020, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

 

 

-

 

 

 

250,000

 

Note payable to an accredited investor, matured June 25, 2020, with interest at 9%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

 

 

-

 

 

 

56,500

 

Note payable to an accredited investor, matured September 4, 2020, with interest at 9%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

 

 

-

 

 

 

56,500

 

Note payable to an individual, maturing December 27, 2020, with interest at 5%, convertible into common shares of the Company at a defined variable exercise price

 

 

10,000

 

 

 

10,000

 

Note payable to an accredited investor, maturing two years from each advance, with an original issue discount equal to 10% and a one-time interest charge of 12% added to principal, convertible into common shares of the Company at a defined variable exercise price – See discussion under Long-Term Convertible Notes Payable below:

 

 

 

 

 

 

 

 

Advance dated September 13, 2018, matured September 13, 2020 (in default as of October 31, 2020)

 

 

-

 

 

 

1,380

 

Advance dated October 16, 2018, matured October 16, 2020 (in default as of October 31, 2020)

 

 

-

 

 

 

123,200

 

Total

 

 

1,104,700

 

 

 

1,728,180

 

Less discount

 

 

(10,701 )

 

 

(140,941 )

 

 

 

 

 

 

 

 

 

Net

 

$ 1,093,999

 

 

$ 1,587,239

 

 

              Effective September 13, 2018, the Company issued and delivered to GS Capital Partners, LLC (“GS”) a 10% convertible note in the principal amount of $110,000. The note was issued at a discount, resulting in the Company’s receipt of $100,000 after an original issue discount of $4,500 and payment of $5,500 of the fees and expenses of the lender and its counsel. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock (i) during the first 180 days, at a price of $3.00 per share of common stock and (ii) thereafter at a 40% discount from the lowest trading price during the 20 days prior to conversion. The maturity date of the note has been extended to December 20, 2020 and the interest rate increased to 18%.  The Company may redeem the note at redemption prices ranging from 115% to 135% during the first 180 days after issuance. The note had a principal balance of $24,700 as of October 31, 2020 and April 30, 2020.

 

Effective September 18, 2018, the Company issued and delivered to GS a 10% convertible note in the principal amount of $70,000. The note was issued at a discount and the Company received no net proceeds.  GS paid $56,589 on behalf of the Company to a prior lender in settlement of a dispute and $9,101 was paid for fees and expenses of GS and its counsel.  GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion (with a floor of $3.00 per share during the first six months after issuance.) The maturity date of the note has been extended to December 20, 2020 and the interest rate raised to 18%.  The Company may redeem the note at redemption prices ranging from 130% to 145% during the first 180 days after issuance. The note had a principal balance of $70,000 as of October 31, 2020 and April 30, 2020.

 

Effective October 9, 2018, the Company issued and delivered to GS a 10% convertible debenture in the principal amount of $600,000. The debenture was issued with an original issue discount of $50,000, resulting in the Company’s receipt of $550,000 of net proceeds. The debenture was issued pursuant to a securities purchase agreement, which allows for the issuance of additional debentures to one or more holders on substantially identical terms. GS, at its option on and after the six-month anniversary of the date of issuance, may convert the unpaid principal balance of, and accrued interest on, the debentures into shares of common stock thereafter at a 40% discount from the average of the three lowest trading prices during the 25 days prior to conversion. The maturity date of the debenture has been extended to December 20, 2020 and the interest rate raised to 18%.  The Company may redeem the debenture at redemption prices ranging from 112% to 137% during the first 180 days after issuance.  The debenture had a principal balance of $600,000 as of October 31, 2020 and April 30, 2020.  Affiliates of Jack W. Hanks and Bruce Lemons, our directors, pledged their shares of Series A preferred stock (constituting 100% of the outstanding shares of Series A preferred stock) to GS to secure the repayment of the debenture by the Company.

 

             Effective March 31, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of $200,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to November 30, 2020.  The extension fee is payable in cash at the earlier of (1) in connection with, and at the time of repayment of the Notes, or (2) on December 20, 2020.  GS, at its option, may convert the unpaid principal balance and accrued interest into shares of common stock at the same terms as the September GS convertible notes payable.  The note had a principal balance of $200,000 as of October 31, 2020 and April 30, 2020. 

 

Effective February 4, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of $90,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to February 4, 2020.  The extension fee is payable in cash at the earlier of (1) in connection with, and at the time of repayment of the Notes, or (2) on December 20, 2020.  GS, at its option, may convert the unpaid principal balance and accrued interest into shares of common stock at the same terms as the September GS convertible notes payable.  The note had a principal balance of $90,000 as of October 31, 2020 and April 30, 2020.

 

Effective February 20, 2019, the Company issued and delivered to GS an 18% convertible note in the principal amount of $110,000. The note was issued at a discount and the Company received net proceeds of $100,000 after an original issue discount of $4,500 and payment of $5,500 of the fees and expenses of the lender and its counsel.  During the first 180 days, GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.08 per share and thereafter at 40% discount from the lowest trading price during the 20 days prior to conversion. The maturity date of the note has been extended to December 20, 2020 and the interest rate increased to 18%.  The Company may redeem the note at redemption prices ranging from 115% to 135% during the first 180 days after issuance. The note had a principal balance of $110,000 as of October 31, 2020 and April 30, 2020.

 

Effective December 27, 2020, the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $10,000 in payment of accrued fees of $10,000.  Subject to available common shares to issue, the note is convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which shares of our common stock have been issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company.    On December 27, 2019, the consultant simultaneously submitted a notice to convert the note into 9,090,909,091 shares of the Company’s common stock.  The conversion was not completed, and the shares have not been issued pending an increase in the number of authorized shares of common stock.  The note had a principal balance of $10,000 as of October 31, 2020 and April 30, 2020.

 

On March 31, 2020, the Company entered into an amendment to the convertible debt notes with GS to extend the maturity dates to November 20, 2020.  As consideration for the extension, the parties agreed to a Joint Motion for Agreed Judgement to include the $1,094,750 principal amount of the notes and accrued interest and penalties of $487,166, which amount is included in accrued expenses as of October 31, 2020.  In the event the notes are not paid in full, the Joint Motion may be filed by GS Capital and judgment entered against the Company. The holders of the Company’s Series A Preferred Stock have pledged their shares to GS Capital to secure the outstanding indebtedness of the Company to GS.  If the indebtedness is not paid on or before its scheduled maturity date of November 20, 2020, GS Capital would be entitled to foreclose on such shares and would have 51% of the voting power of the Company’s equity securities.  On December 15, 2020, the maturity date of the convertible debt notes with GS was extended to December 31, 2020.

 

The Company has identified the conversion feature of its convertible notes payable as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 11).

 

Accrued interest payable on convertible notes payable totaled $521,722 and $351,307 as of October 31, 2020 and April 30, 2020, respectively.