CONVERTIBLE PROMISSORY NOTE

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements

NOTE 8 - CONVERTIBLE PROMISSORY NOTE

On March 16, 2015 (the “Effective Date”), the Company entered into a $120,000 Convertible Note with Iconic Holdings, LLC (“Iconic”) with a Maturity Date of March 16, 2016. Under the terms of the Convertible Note, the Company netted $100,000 with $10,000 being retained under an Original Issuance Discount (“OID”) and $10,000 being tendered on behalf of legal fees pertaining to the transaction. The convertible debenture bears a one-time interest charge of 10% assessed on the outstanding principal not repaid as of the Maturity Date. The Company can repay the convertible debenture according to the following re-payment schedule:

Period After Effective Date (March 16, 2015)	Period Date Range				Total Repayment Amount
1-30 days	March 16	-	April 15	2015	$	129,000
31-60 days	April 16	-	May 16	2015	$	138,000
61-90 days	May 17	-	June 14	2015	$	144,000
91-120 days	June 15	-	July 14	2015	$	150,000
121-180 days	July 15	-	September 12	2015	$	156,000

Beginning on the 181th day from the Effective Date, the Company must seek permission from Iconic to repay the outstanding balance of the Note, and Iconic will have the right to convert any unpaid sums into common stock of the Company equal to 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the conversion notice. As of March 31, 2015, the Company had received $100,000 of principal, net of a discount of $10,000 for OID and $10,000 for legal related fees.

The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. Pursuant to ASC 815, “Derivatives and Hedging”, the Company will recognize the fair value of the embedded conversion features as a derivative liability when the note becomes convertible on September 13, 2015.