Note 7. Derivative Liabilities on Convertible Note.

12 Months Ended

Dec. 31, 2015

Notes

Note 7. Derivative Liabilities and Convertible Notes.

Note 7. Derivative Liabilities from Convertible Note.

On July 8, 2014 the Company issued a convertible promissory note to Axel Springer Plug & Play Accelerator GmbH (the "Holder"), in the amount of $29,719.

The Convertible note is convertible at the lessor of a market based discounted and a fixed rate derived from a fixed market cap. The Holder has the right following the Date of Issuance, and until any time until the convertible Promissory Note is fully paid, to convert any outstanding and unpaid principal portion of the Convertible Promissory Note, and accrued interest, into fully paid and non-assessable shares of Common Stock. The Holder was not issued warrants with the Convertible Promissory Note.

As of December 31, 2015 the note is no longer convertible since pursuant to the loan agreement prior to December 31,2015 (the "Maturity Date"), the Company consummated a financing round led by unaffiliated investors in the amount of at least 200,000 Euro, at a Company pre-money valuation on a fully diluted basis of at least 750,000 Euro (a "Qualified Round"), the Holder shall be entitled (but not obligated) to convert the entire loan amount into the most senior class of shares of the Company issued in such Qualified Round, based on a price per share equal to the lower of the price per share reflected by a Company pre-money valuation on a fully diluted basis calculated at the time of conversion equal to 1,500,000 Euro; or - price per share which reflects a 20% discount on the lowest price per share issued pursuant to such Qualified Round and upon the occurrence of such event, the note holder, elected not to convert upon receiving notice of such event and the loan became non-convertible.

The following shows the changes in the derivative liability measured on a recurring basis for the twelve months ended December 31, 2015, and year ended December 31, 2014.

	Level 3
Derivative Liability at December 31, 2013	$	-
Additions to Derivative Liability related to Convertible Debt		20,532
Derivative Liability at December 31, 2014	$	20,532
Extinguishment of Derivative Liability		(20,532)
Derivative Liability at December 31, 2015	$	-

As of December 31, 2014, the Company has a $20,532 derivative liability and a $20,164 convertible note payable, net of discount of $9,555. As of December 31, 2015, the Company has $0 derivative liability and $29,719 convertible note payable, net of discount of $0.

In accordance to ASC #815, Accounting for Derivative Instruments and Hedging Activities, we evaluated the holder's non-detachable conversion right provision and liquidated damages clause, contained in the terms governing the Note to determine whether the features qualify as an embedded derivative instruments at issuance. Such non-detachable conversion right provision and liquidated damages clause did not need to be accounted for as derivative financial instruments. Additionally, since the conversion price of the notes represented the fair market value of the Company's common stock at the time of issuance, no beneficial conversion feature exists. No beneficial conversion feature was reflected in the financial statements because at the time of the agreement the FMV of the shares, if converted, were less than the original note amount and the $20,532 extinguishment of derivative was reflected in the equity and cash flow statements as a non-cash transfer from liabilities to equity.