Note 6 - Convertible Debt

12 Months Ended

Apr. 30, 2023

Notes

Note 6 - Convertible Debt

NOTE 6 - CONVERTIBLE DEBT

On March 10, 2016, the Company entered into a convertible promissory note for $17,000 with ACM Services GmbH, which bears interest at an annual rate of 6% and is convertible into shares of the Company’s common stock at $25 per share.  The Company recorded a debt discount and a beneficial conversion feature of $17,000 at the inception of the note. As of April 30, 2023 the balance of the notes was $7,000 plus interest.

On February 16, 2018 Passive Security Scan Inc, a subsidiary of the Company issued a $20,000 convertible note to Stuart Young. The note bears interest at 6% and is convertible after 6 months from the date of the note into stock of either PSSI or the Company at 50% discount to the 10 day trailing trading value of the Company’s common stock.  

On March 5, 2018, the Company subsidiary PSSI entered into a note agreement with Premium Marketing Associates, LLC for $25,000. The funds were designated for use in a marketing agreement with the Edward Fitzgerald Group for raising funds for PSSI. The note was to be repaid from investment fund generated by the Fitzgerald group plus 15% of the funds generated are paid to the investor.

On October 4, 2018, the Company entered into an agreement with RAB Investments AG to consolidate all RAB outstanding notes issued by the Company prior to October 31, 2018. Under the terms of the agreement the Company agreed to accept a six percent interest to be calculated on all the notes since their inception. The agreement resulted in a new note for $330,626 which included the additional interest and retired the original notes. The Company issued shares of series A preferred with a value of $ 25,000 for payment against the convertible note.  On April 28, 2023 the Company issued 145,000 shares of common stock with a value of $7,250 for payment against the note.  As of April 30, 2023, the outstanding balance of the notes were $278,376 plus interest.

On January 13, 2020, the Company issued an additional note to Ionic Ventures, LLC for $220,000 with an original discount of $20,000.  The note is part of a securities purchase agreement dated August 31, 2018. The note matures on June 20, 2020 bearing interest at the rate of 15% per annum. The note is convertible into common stock of the Company at $300 per share or of 60% of the lowest trading price for twenty days prior to conversion, whichever is the lowest.  The note and all subsequent notes from Ionic contain reset provisions.  Based on the reset provision the conversion price as of April 30, 2021 was $4.20 per share.  An additional $5,000 was added to the note for note extension leaving the balance as of April 30, 2021 of $225,000. On April 29, 2022 the Company issued 600 shares of series D convertible preferred with a value of $600,000 for the payment of $563,318 of convertible debt and accrued interest plus the calculation of warrants outstanding to Ionic Ventures cancelling both notes to Ionic Ventures.  As a result of this transaction the Company incurred a loss on settlement of debt of $36,682.

During the year ended April 30, 2022, the Company issued 41,551 shares of common stock in the conversion of $132,728 convertible notes and accrued interest.

During the year ended April 30, 2023, the Company issued 1,023,626 shares of common stock in the conversion of $76,711 convertible notes and accrued interest.

During the year ended April 30, 2023, the Company issued 53,750 shares of series B preferred with a value of $322,500 for the payment of note of $300,000 and interest of $22,500.

As of April 30, 2023, and April 30, 2022, the convertible debt outstanding, net of discount, was $319,767 and $305,127, respectively.

During the years ended April 30, 2023 and 2022, we had the following activity in our derivative liabilities:

Balance at April 30, 2021	910,511
Issuance and conversion of convertible debt, net	(113,092)
Gain on derivative liability	(492,187)
Balance at April 30, 2022	305,232
Issuance and conversion of convertible debt, net	(73,900)
Gain on derivative liability	(165,506)
Balance at April 30, 2023	65,826

The estimated fair value of the derivative liabilities at April 30, 2023 and 2022 were calculated using the American Binomial pricing model with the following assumptions:

	2023	2022
Risk-free interest rate	4.74%	.25%
Expected life in years	0.10	0.25-0.96
Dividend yield	0%	0%
Expected volatility	318.00%	222.00%