UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended January 31, 2016
☐
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT
For
the transition period from ___________ to _____________
HIGH
PERFORMANCE BEVERAGES COMPANY
(Exact
name of small business issuer as specified in its charter)
Nevada |
|
333-170393 |
|
27-3566307 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
file number) |
|
(IRS
Employer
Identification
Number) |
5137
E. Armor St., Cave Creek, AZ 85331
(Address
of principal executive office)
602.326.8290
(Issuer’s
telephone number)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2
of the Exchange Act (Check one):
Large
Accelerated Filer ☐ |
Accelerated
Filer ☐ |
Non-Accelerated
Filer ☐ |
Smaller
Reporting Company ☒ |
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒
.
State
the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:
54,043,323 shares of Common Stock as of March 18, 2016.
HIGH
PERFORMANCE BEVERAGES COMPANY
FORM
10-Q
January
31, 2016
INDEX
|
|
Page |
PART
I - FINANCIAL INFORMATION |
|
|
|
|
Item
1. |
Consolidated
Financial Statements (Unaudited) |
3 |
Item
2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations |
17 |
Item
3. |
Quantitative
and Qualitative Disclosures About Market Risk |
20 |
Item
4. |
Controls
and Procedures |
20 |
|
|
|
PART
II - OTHER INFORMATION |
|
|
|
|
Item
1. |
Legal
Proceedings |
21 |
Item
1A. |
Risk
Factors |
21 |
Item
2. |
Unregistered
Sales of Equity Securities and Use of Proceeds |
21 |
Item
3. |
Defaults
Upon Senior Securities |
22 |
Item
4. |
Mine
Safety Disclosures |
22 |
Item
5. |
Other
Information |
22 |
Item
6. |
Exhibits
and Reports on Form 8-K |
22 |
|
|
|
SIGNATURES |
23 |
PART
I - FINANCIAL INFORMATION
Item
1. Financial statements
HIGH
PERFORMANCE BEVERAGES COMPANY
CONSOLIDATED
BALANCE SHEETS
AS
OF JANUARY 31, 2016 AND JULY 31, 2015
(Unaudited)
| |
January 31, 2016 | | |
July 31, 2015 | |
ASSETS | |
| | |
| |
Current Assets | |
| | |
| |
Cash and cash equivalents | |
$ | 17,343 | | |
$ | 144,093 | |
Accounts receivable | |
| 268 | | |
| - | |
Inventory | |
| 20,671 | | |
| - | |
| |
| | | |
| | |
Total Current Assets | |
| 38,282 | | |
| 144,093 | |
| |
| | | |
| | |
Total Assets | |
$ | 38,282 | | |
$ | 144,093 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 881,734 | | |
$ | 759,190 | |
Note payable | |
| 6,900 | | |
| 6,900 | |
Convertible notes payable, net | |
| 3,387,279 | | |
| 3,356,418 | |
Derivative liabilities | |
| 3,130,115 | | |
| 1,203,607 | |
Total Liabilities | |
| 7,406,028 | | |
| 5,326,115 | |
| |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | |
Preferred stock: $0.001 par value; 1,000,000 shares authorized; 100,000 shares issued and outstanding | |
| 100 | | |
| 100 | |
Common stock: $0.001 par value; 5,000,000,000 shares authorized; 48,929,612 and 24,004,116 issued and outstanding at January 31, 2016 and July 31, 2015, respectively | |
| 48,931 | | |
| 24,004 | |
Stock payable
| |
| 256,401 | | |
| 148,066 | |
Additional paid-in capital | |
| 7,307,041 | | |
| 5,634,736 | |
Accumulated deficit | |
| (14,980,219 | ) | |
| (10,988,928 | ) |
Total Stockholders’ Deficit | |
| (7,367,746 | ) | |
| (5,182,022 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Deficit | |
$ | 38,282 | | |
$ | 144,093 | |
See
accompanying notes to these unaudited financial statements.
HIGH
PERFORMANCE BEVERAGES COMPANY
CONSOLIDATED
STATEMENTS OF OPERATIONS
FOR
THE THREE AND SIX MONTHS ENDED JANUARY 31, 2016 AND 2015
(Unaudited)
| |
Three months ended January 31, | | |
Six months ended January 31, | |
| |
2016 | | |
2015 | | |
2016 | | |
2015 | |
| |
| | |
| | |
| | |
| |
REVENUES | |
$ | 10,743 | | |
$ | - | | |
$ | 40,111 | | |
$ | - | |
COST OF GOODS SOLD | |
| 10,000 | | |
| - | | |
| 39,163 | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 743 | | |
| - | | |
| 948 | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 101,310 | | |
| 405,082 | | |
| 273,183 | | |
| 552,226 | |
Marketing | |
| 14,310 | | |
| 79,408 | | |
| 27,929 | | |
| 135,629 | |
Product development | |
| 21,000 | | |
| 117,500 | | |
| 61,809 | | |
| 117,500 | |
Compensation | |
| 22,000 | | |
| 59,560 | | |
| 336,115 | | |
| 387,080 | |
| |
| | | |
| | | |
| | | |
| | |
TOTAL OPERATING EXPENSES | |
| 158,620 | | |
| 661,550 | | |
| 699,036 | | |
| 1,192,435 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER (INCOME) EXPENSE | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| - | | |
| - | | |
| (8 | ) | |
| - | |
Interest expense | |
| 479,849 | | |
| 76,114 | | |
| 940,406 | | |
| 251,798 | |
Change in fair value of derivative liabilities | |
| 486,861 | | |
| 965,491 | | |
| 2,352,805 | | |
| 2,126,801 | |
TOTAL OTHER EXPENSE | |
| 966,710 | | |
| 1,041,605 | | |
| 3,293,203 | | |
| 2,378,599 | |
NET LOSS | |
$ | (1,124,587 | ) | |
$ | (1,703,155 | ) | |
$ | (3,991,291 | ) | |
$ | (3,571,034 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS PER COMMON SHARE: BASIC AND DILUTED | |
$ | (0.02 | ) | |
$ | (0.80 | ) | |
$ | (0.10 | ) | |
$ | (2.21 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | |
| 47,030,827 | | |
| 2,120,194 | | |
| 40,974,819 | | |
| 1,612,835 | |
See
accompanying notes to these unaudited financial statements.
HIGH
PERFORMANCE BEVERAGES COMPANY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JANUARY 31, 2016 AND 2015
(Unaudited)
| |
2016 | | |
2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| |
Net loss | |
$ | (3,991,291 | ) | |
$ | (3,571,034 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
Share-based compensation | |
| 262,935 | | |
| 60,985 | |
Amortization of debt discounts | |
| 323,655 | | |
| 52,193 | |
Change in fair value of derivative liabilities | |
| 2,352,805 | | |
| 2,126,801 | |
Penalty interest expense | |
| 370,611 | | |
| 2,922 | |
Changes in operating assets and liabilities | |
| | | |
| | |
Accounts receivable | |
| (268 | ) | |
| - | |
Inventory | |
| (20,671 | ) | |
| - | |
Accounts payable and accrued expenses | |
| 138,437 | | |
| 118,334 | |
Cash Flows Used in Operating Activities | |
| (563,787 | ) | |
| (1,209,799 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from sale of common stock | |
| 100,000 | | |
| - | |
Proceeds from issuances of convertible notes payable | |
| 337,037 | | |
| 1,596,934 | |
Cash Flows Provided by Financing Activities | |
| 437,037 | | |
| 1,596,934 | |
| |
| | | |
| | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | |
| (126,750 | ) | |
| 387,135 | |
Cash and cash equivalents, beginning of period | |
| 144,093 | | |
| 10,485 | |
Cash and cash equivalents, end of period | |
$ | 17,343 | | |
$ | 397,620 | |
| |
| | | |
| | |
SUPPLEMENTAL CASH FLOWS INFORMATION | |
| | | |
| | |
Cash paid for interest | |
$ | - | | |
$ | - | |
Cash paid for income taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
NONCASH INVESTING AND FINANCING ACTIVITIES | |
| | | |
| | |
Debt discounts from fair value of derivative liabilities | |
$ | 644,389 | | |
$ | - | |
Debt discounts on convertible notes payable | |
$ | 163,432 | | |
$ | - | |
Common stock issued for exercise of warrants | |
$ | 5,000 | | |
$ | 173,574 | |
Conversion of convertible notes payable and interest payable to common stock | |
$ | 402,290 | | |
$ | 278,049 | |
See
accompanying notes to these unaudited financial statements.
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
1 - ORGANIZATION
High
Performance Beverages Company (formerly known as Dethrone Royalty Holdings, Inc. and Exclusive Building Services, Inc.) (the “Company”)
was founded as an unincorporated DBA in February 1997 and was incorporated as a C corporation under the laws of the State of Nevada
on October 11, 2010.
Effective
February 29, 2016, the Company completed a 1 for 100 reverse stock split. All per share amounts have been adjusted to reflect
the reverse stock split.
Currently,
the Company is selling its beverage products online through Amazon.com.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim
financial statements
The
accompanying interim unaudited financial statements and related notes have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules
and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The interim
unaudited financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion
of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results
are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction
with the financial statements of the Company for the fiscal year ended July 31, 2015 and notes thereto contained in the Company’s
Annual Report on Form 10-K.
Basis
of Accounting
The
Company’s consolidated financial statements are prepared using the accrual method of accounting. These consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiary Dethrone Beverage, Inc. All significant
inter-company balances and transactions have been eliminated upon consolidation.
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Use
of Estimates and Assumptions
Preparation
of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Inventory
Inventory
is accounted for on a lower of cost or market basis. The inventory consists of completed bottled beverages.
Reclassifications
Certain
comparative figures have been reclassified to conform to the current year presentation.
Loss per Common Share
Basic and diluted net income (loss) per common share has been calculated by dividing the net income (loss)
for the period by the basic and diluted weighted average number of common shares. As of January 31, 2016 and July 31, 2015,
independent third parties held 14,218,282 and 14,439,441 warrants outstanding, respectively, which have a potentially dilutive
effect.
Subsequent
Events
The
Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are
issued for disclosure consideration.
Recently
Issued Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and
does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact
on its financial position or results of operations.
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
3 - GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As reflected in the accompanying consolidated financial statements, the Company had negative net working capital and a net stockholders’
deficit at January 31, 2016 and had no reliable source of ongoing debt or equity financing.
The Company is emphasizing a new product line involving the manufacture and sale of sports performance or
energy drinks along with any other non-alcoholic beverage under the Trade Name, High Performance Beverages Company. However, there
are uncertainties as to whether the Company will obtain sufficient financing to continue to their products or if there will be
sufficient market demand for the products. It is management’s plan to raise additional funding by the issuances of debt and
equity instruments.
The
consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.
NOTE
4 - CONVERTIBLE NOTES PAYABLE
Convertible
notes payable consists of the following:
| |
January 31, | | |
July 31, | |
Description | |
2016 | | |
2015 | |
On November 15, 2012, the Company entered into a Senior Secured Promissory Note with an unaffiliated party under which the Company received a one-year loan with a principal balance of $100,000. This note bears interest at 20% per annum with interest payments due quarterly. In addition, the Company issued 2,500,000 shares of restricted common stock to the lender and Mr. Holley and McBride pledged their 56,250,000 shares of the Company’s common stock as collateral and transferred 1,000,000 shares of free trading shares to the lender. If the Company goes into default of the provisions of the note, it becomes convertible into the Company’s common stock at a price of $0.001 per share (100 million shares). | |
| | | |
| | |
| |
| | | |
| | |
On September 17, 2015, the Company and the lender entered into an exchange agreement and combined this note with two other notes held by the same lender and issued a new note to the lender. | |
$ | - | | |
$ | 100,000 | |
| |
| | | |
| | |
On February 27, 2013, the Company entered into a $335,000 convertible loan agreement. The agreement provides for a $35,000 original issue discount. The lender, at its discretion, may provide funds up to $300,000 to the Company. It provided $60,000 at the closing of the agreement on April 30, 2013. All loans under the agreement are payable in full one year after the funds are issued together with a prorated portion of the original issue discount. All amounts outstanding under the agreement become convertible, at the lender’s discretion, into shares of the Company’s common stock starting 180 days from the execution date of the agreement. The conversion rate per share is the lower of (i) $0.044 or (ii) 60% of the lowest trade price during the 25 trading days prior to a conversion notice. The lender has agreed that it will not execute any short trades and, at no time, will hold more than 4.9% of the Company’s outstanding common stock. | |
| | | |
| | |
| |
| | | |
| | |
If the Company repays all amounts outstanding under the agreement within 90 days of the execution date, there will be no interest amounts due. If it does not pay all amounts due within 90 days of the execution date, it cannot make any other prepayments of the amounts outstanding without the consent of the lender. In addition, there will be a one-time interest charge of 12% of the amounts outstanding. The Company must also register all shares that are issuable under the agreement in any Registration Statement that it files with the SEC for any purpose. The Company has not filed a Registration Statement since this note was issued. | |
| | | |
| | |
| |
| | | |
| | |
During the six months ended January 31, 2016, the Company repaid $18,400 by issuing 1,840,000 shares of common stock. As of January 31, 2016, this note was in default. | |
| 17,320 | | |
| 35,720 | |
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On April 30, 2013, the Company sold an 18% Senior Convertible Debenture in the principal amount of $60,000 (the “Debenture”). The Debenture matures on April 30, 2014 and has an interest rate of 18% per annum payable monthly and on each conversion date. The conversion price of the Debenture is 65% of the average of the lowest three closing bid prices of the Common Stock for the twenty trading days immediately prior to the conversion date. | |
| | | |
| | |
| |
| | | |
| | |
Upon an Event of Default (as defined in the Debenture), the outstanding principal amount of the Debenture plus accrued but unpaid interest, liquidated damages and other amounts owing on the Debenture through the date of the acceleration shall become at the Debenture holder’s election immediately due and payable in cash at the Mandatory Default Amount (as defined in the Debenture). Commencing five days after the occurrence of an Event of Default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture shall accrue at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law. | |
| | | |
| | |
| |
| | | |
| | |
On September 17, 2015, the Company and the lender entered into an exchange agreement and combined this note with two other notes held by the same lender and issued a new note to the lender. | |
| - | | |
| 37,554 | |
| |
| | | |
| | |
On October 10, 2013, the Company entered into a securities purchase agreement (the “SPA”) with an investor, pursuant to which the investor purchased a master promissory note (the “Master Note”) with a principal balance of $48,000 for a purchase price of $40,000 at an original issuance discount of $4,000. The Company also agreed to pay $4,000 worth of legal, accounting and due diligence costs to the investor. | |
| | | |
| | |
| |
| | | |
| | |
Pursuant to the Master Note, the investor has the right, solely in the investor’s discretion, to subsequently purchase up to eight (8) additional promissory notes (each, an “Additional Note”, the Master Note and each Additional Note collectively, the “Notes”), at any time from the date of issuance of the Master Note until October 10, 2014. Each Additional Note shall have a principal balance of $22,000 and shall have a purchase price of $20,000, at an original issue discount of $2,000. | |
| | | |
| | |
| |
| | | |
| | |
Pursuant to the Master Note, if the Company repays the entire balance of each Note prior to the prepayment opportunity date (as defined in the Master Note), the Company shall pay an interest rate equal to 0% per annum. If the Company does not repay the entire balance of each Note prior to the prepayment opportunity date each Note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note. | |
| | | |
| | |
| |
| | | |
| | |
Each note is convertible, at any time after the date six months from the purchase price date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the Master Note. | |
| | | |
| | |
| |
| | | |
| | |
As of January 31, 2016, this note was in default. | |
| 116,160 | | |
| 72,027 | |
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On January 8, 2014, the Company sold an Original Issue Discount Convertible Promissory Note in the principal amount of $75,000, for cash consideration of $50,000. This note matured on July 8, 2014 and all overdue principal entailed a late fee at the rate of 22% per annum. The Company had the option to prepay this note for $100,000 at any time prior to the maturity date. | |
| | | |
| | |
| |
| | | |
| | |
This note may be converted into common stock of the Company at any time after the maturity date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid at any time before the maturity date, the conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice to the Company. | |
| | | |
| | |
| |
| | | |
| | |
During the six months ended January 31, 2016, the Company repaid $11,965 by issuing 119,660 shares of common stock. In addition, $43,671 in principal was sold to another investor on September 10, 2015. As of January 31, 2016, this note was in default. | |
| 13,035 | | |
| 68,671 | |
| |
| | | |
| | |
On March 25, 2014, the Company sold a note with a principal balance of $75,000 for a purchase price of $50,000 and an original issuance discount of $25,000. This note matured on September 25, 2014. | |
| | | |
| | |
| |
| | | |
| | |
This note may be converted into common stock of the Company at any time after the maturity date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid, loses DTC eligibility, or gets “chilled for deposit” at any time before the maturity date, the conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice to the Company. | |
| | | |
| | |
| |
| | | |
| | |
As of January 31, 2016, this note was in default. | |
| 75,000 | | |
| 75,000 | |
| |
| | | |
| | |
On March 31, 2014, the Company sold a note with a principal balance of $42,000 for a purchase price of $30,000. This note matured on September 30, 2014. Interest accrued at the rate of 15% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the holder of this note, all principal, accrued but unpaid interest and all other payments due under this note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the holder, in whole at any time and from time to time. | |
| | | |
| | |
| |
| | | |
| | |
On September 17, 2015, the Company and the lender entered into an exchange agreement and combined this note with two other notes held by the same lender and issued a new note to the lender. | |
| - | | |
| 6,496 | |
HIGH PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On June 3, 2014, the Company sold a note with a principal purchase price of $10,000. This note matured on June 2, 2015. Interest accrued at the rate of 8% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the holder of this note, all principal, accrued but unpaid interest and all other payments due under the note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the noteholder, in whole at any time and from time to time. | |
| | | |
| | |
| |
| | | |
| | |
During the quarter ended October 31, 2015, the Company repaid $39,534 in interest and penalties by issuing 926,204 shares of common stock.
| |
| - | | |
| 1,500 | |
| |
| | | |
| | |
On June 6, 2014, the Company sold a note with a principal purchase price of $60,000. This note matured on June 5, 2015. Interest accrues at the rate of 8% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the noteholder, all principal, accrued but unpaid interest and all other payments due under this note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the noteholder, in whole at any time and from time to time. | |
| | | |
| | |
| |
| | | |
| | |
During the quarter ended October 31, 2015, the Company repaid $39,756 by issuing 587,508 shares of common stock. | |
| - | | |
| 39,756 | |
| |
| | | |
| | |
On June 4, 2014, a new lender assumed a $60,000 portion of existing debt. Pursuant to the original agreement, if the Company does not repay the entire balance of the maturity date, June 15, 2014, the note shall accrue interest at 22% per annum. | |
| | | |
| | |
| |
| | | |
| | |
The note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original note. | |
| | | |
| | |
| |
| | | |
| | |
As of January 31, 2016, the Company was in default on this note. | |
| 472,568 | | |
| 472,568 | |
| |
| | | |
| | |
On June 6, 2014, the Company sold a note with a principal purchase price of $60,000. This note matured on June 5, 2015. Interest accrues at the rate of 8% per annum, compounding daily. This note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the five (5) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original note. | |
| | | |
| | |
| |
| | | |
| | |
During the quarter ended October 31, 2015, the Company repaid $36,510 by issuing 543,404 shares of common stock. | |
| - | | |
| 36,510 | |
| |
| | | |
| | |
On August 15, 2014, the Company sold a non interest bearing note with a principal purchase price of $66,000. This note was due on August 15, 2015. This note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 50% of the lowest trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original note. | |
| | | |
| | |
| |
| | | |
| | |
As of January 31, 2016, the Company was in default on this note. | |
| 68,000 | | |
| 68,000 | |
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On August 26, 2014, a new Investor purchased from an original noteholder, a convertible note with a face value of $48,000 dated October 8, 2013, with a present balance of $62,234, including accrued interest. The terms of the original note remain the same. | |
| | | |
| | |
| |
| | | |
| | |
Pursuant to the Master Note, the Investor held the right, solely in the Investor’s discretion, to subsequently purchase up to eight (8) additional promissory notes (each, an “Additional Note”, the Master Note and each additional note collectively, the “Notes”), at any time from the date of issuance of the Master Note until October 10, 2014. Each Additional Note had a principal balance of $22,000 and had a purchase price of $20,000, and an original issue discount of $2,000. | |
| | | |
| | |
| |
| | | |
| | |
Pursuant to the Master Note, if the Company repays the entire balance of each of the Notes prior to the prepayment opportunity date (as defined in the Master Note), the Company shall pay an interest rate equal to 0% per annum. If the Company does not repay the entire balance of each Note prior to the prepayment opportunity date each Note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note. | |
| | | |
| | |
| |
| | | |
| | |
Each of the notes is convertible, at any time after the date six months from the Purchase Price Date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the Master Note. | |
| | | |
| | |
| |
| | | |
| | |
As of January 31, 2016, this note was in default. | |
| 705,946 | | |
| 705,946 | |
| |
| | | |
| | |
On August 27, 2014, the Company sold a 12% Convertible Redeemable Note in the principal amount of $160,000 pursuant to a Securities Purchase Agreement. The Note matured on March 27, 2015. | |
| | | |
| | |
| |
| | | |
| | |
The Note may be converted into common stock of the Company at any time beginning on the 1st day of the date of the Note at a price equal to the lesser of (i) $0.01 or (ii) 60% of the lowest intraday bid price of the common stock as reported on OTCQB, for the five prior trading days. | |
| | | |
| | |
| |
| | | |
| | |
As of January 31, 2016, this note was in default. | |
| 233,707 | | |
| 233,707 | |
| |
| | | |
| | |
On October 2, 2014, the Company sold a 12% Convertible Redeemable Note in the principal amount of $58,000 pursuant to a Securities Purchase Agreement. The Note matured on May 2, 2015. | |
| | | |
| | |
| |
| | | |
| | |
This note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 40% of the lowest bid price for the thirty (30) trading days immediately preceding the conversion, subject to certain adjustment as further described in the note agreement. | |
| | | |
| | |
| |
| | | |
| | |
During the six months ended January 31, 2016, the Company repaid $22,268 by issuing 6,433,892 shares of common stock. As of January 31, 2016, this note was in default. | |
| 3,462 | | |
| 25,730 | |
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On October 17, 2014, the Company sold a 1% Convertible Redeemable Note in the principal amount of $500,000 pursuant to a Securities Purchase Agreement. | |
| | | |
| | |
| |
| | | |
| | |
This note matured on April 17, 2015. This note may be converted into common stock of the Company at any time beginning on the 1st day of the date of this note at a price equal to 56% of the lowest intraday bid price of the common stock as reported on OTCQB, for the five prior trading days. | |
| | | |
| | |
| |
| | | |
| | |
As of January 31, 2016, this note was in default. | |
| 500,000 | | |
| 500,000 | |
| |
| | | |
| | |
On November 28, 2014, the Company executed a convertible note payable in the amount of $800,000, which matured on May 28, 2015, bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. | |
| | | |
| | |
| |
| | | |
| | |
As of January 31, 2016, this note was in default. | |
| 800,000 | | |
| 800,000 | |
| |
| | | |
| | |
On March 11, 2015, the Company executed a convertible note payable in the amount of $100,000 payable on September 5, 2015 bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. | |
| | | |
| | |
| |
| | | |
| | |
As of January 31, 2016, this note was in default. | |
| 100,000 | | |
| 100,000 | |
| |
| | | |
| | |
On September 17, 2015, the Company entered into a Settlement Agreement with a lender. In accordance with the Settlement Agreement, the Company agreed to issue to the lender a convertible promissory note in the principal amount of $240,500, in exchange for the return and cancellation of certain outstanding debt held by the lender. The debt was comprised of an aggregate of $240,500 of principal and interest on i) a convertible debenture in the original principal amount of $60,000 issued to the lender on April 30, 2013, ii) a senior secured convertible promissory note with an original principal balance of $100,000, which the lender had assumed from an individual on June 17, 2013, and iii) a convertible note with an original principal amount of $42,000 issued to the lender on March 31, 2014. | |
| | | |
| | |
| |
| | | |
| | |
The note is convertible into shares of the Company’s common stock at a price per share equal to fifty percent (50%) of the lowest closing bid price or closing sale price for a share of common stock during the ten (10) consecutive trading days immediately preceding the date of conversion. No effect shall be given to conversions that would result in the lender holding an aggregate of more than 4.99% of the Company’s outstanding Common Stock. If at any time after September 17, 2015 the Company issues or sells any shares of Common Stock for consideration per share lower than the conversion price the conversion price in effect shall be reduced to the new issuance price. | |
| | | |
| | |
| |
| | | |
| | |
During the three months ended January 31, 2016, the Company repaid $70,000
by issuing 2,000,000 shares of common stock. This note matured on December 3, 2015. As of January 31, 2016, this note was in default. | |
| 170,500 | | |
| - | |
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On October 27, 2015, the Company executed a convertible note payable in the amount of $25,000 payable on April 26, 2016 bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. | |
| 25,000 | | |
| - | |
| |
| | | |
| | |
On September 10,
2015, an investor acquired a note with a principal balance of $43,671 from the original investor. In accordance with the terms
of the original note, this note may be converted into common stock of the Company at any time after the maturity date at a fixed
price of $0.0001 per share. However, if the stock price of the Company loses the bid at any time before the maturity date, the
conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result
in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s
common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice
to the Company.
| |
| | | |
| | |
| |
| | | |
| | |
During the six months ended January 31, 2016, the Company repaid the note
by issuing 87,456,860 shares of common stock. | |
| - | | |
| - | |
| |
| | | |
| | |
On December 4, 2015, the Company executed a convertible note payable in the amount of $74,250 payable on June 4, 2016 bearing interest at 12% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. The note was issued with an original issue discount of $6,750. This note is convertible into the Company’s common stock at a variable conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share. | |
| 74,250 | | |
| - | |
| |
| | | |
| | |
On December 7, 2015, an investor purchased a portion of a note and the related accrued interest, totaling $89,915. In accordance with the original terms of the note, the note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note. | |
| | | |
| | |
| |
| | | |
| | |
Each note is convertible, at any time after the date six months from the purchase price date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the note. During the three months ended January 31, 2016, the Company repaid $41,623 in principal by issuing 3,519,581 shares of the Company’s common stock. | |
| 48,292 | | |
| - | |
| |
| | | |
| | |
On December 31, 2015, the Company executed a convertible note payable in the amount of $82,500, payable on September 31, 2016, bearing interest at 12% per annum. The note was issued with an original issue discount of $7,500. This note is convertible into the Company’s common stock at a variable conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share. | |
| 82,500 | | |
| - | |
| |
| | | |
| | |
Total | |
| 3,505,740 | | |
| 3,379,185 | |
Less: debt discounts | |
| (442,116 | ) | |
| (1,652,229 | ) |
Plus: amortization of discounts | |
| 323,655 | | |
| 1,629,462 | |
Total convertible notes payable | |
$ | 3,387,279 | | |
$ | 3,356,418 | |
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
5 - DERIVATIVE LIABILITY
The
convertible notes payable issued by the Company contain a variable conversion feature (the Variable Conversion Feature) that gives
rise to a derivative liability. The Company has measured its derivative liability at fair value and recognized the derivative
value as a current liability and recorded the derivative value on its consolidated balance sheet. The derivative is valued primarily
using models based on unobservable inputs that are supported by little to no market activity. These inputs represent management’s
best estimate of what market participants would use in pricing the liability at the measurement date and thus are classified as
Level 3. Changes in the fair values of the derivative are recognized as earnings or losses in the current period.
The fair values
of derivative liabilities related to the Variable Conversion Feature as of July 31, 2015, for derivative instruments issued during
the six months ended January 31, 2016 and as of January 31, 2016 were estimated on the transaction dates and balance sheet dates
under the following assumptions:
| |
July 31, 2015 | | |
Issuances / changes | | |
January 31, 2016 | |
Shares of common stock issuable upon exercise of debt | |
| 110,297,625 | | |
| 207,641,753 | | |
| 317,939,378 | |
Estimated market value of common stock on measurement date | |
$ | 0.03 | | |
$ | 0.01 | | |
$ | 0.034 | |
Exercise price | |
$ | 0.07 | | |
$ | 0.023 | | |
$ | 0.01 | |
Risk free interest rate | |
| 0.33 | % | |
| 0.01% to 0.11 | % | |
| 0.40 | % |
Expected dividend yield | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % |
Expected volatility | |
| 384.93 | % | |
| 118.60% to 693.3 | % | |
| 341.12 | % |
Expected exercise term in years | |
| 0.8333 | | |
| 0.00 | | |
| 0.00 | |
The
changes in fair values of the derivative liabilities related to the convertible notes payable for the six months ended January
31, 2016 are summarized as follows:
Fair value of derivative liabilities at July 31, 2015 | |
$ | 1,203,607 | |
Conversion of derivative liabilities | |
| (426,297 | ) |
Change in fair value of derivative liabilities | |
| 2,352,805 | |
Fair value of derivative liabilities at January 31, 2016 | |
$ | 3,130,115 | |
NOTE
6 - EQUITY
The
Company is authorized to issue 5,000,000,000 shares of common stock and 1,000,000 shares of preferred stock.
On
September 1, 2015, the Company issued 100,000 shares of common stock to a consultant for services rendered. The fair market value
of these common stock is $25,000.
On
September 1, 2015, the Company issued 10,000 shares of common stock to a consultant for services rendered. The fair market value
of these common stock is $2,500.
On
September 15, 2015, the Company settled a lawsuit by issuing 1,000,000 shares of common stock. These shares have a fair value
of $220,000 on the date of issuance.
On
September 22, 2015, the Company issued 50,000 shares of common stock to an athlete in exchange for an endorsement of its products.
10,000 shares had been recorded as a common stock to be issued as of July 31, 2015. The balance, 40,000 shares of common stock,
was a bonus. The fair value of the additional 40,000 shares was $5,600 on the date of issuance.
During
the three-month period ended October 31, 2015, the Company issued 5,000,000 shares of common stock upon the exercise of 221,159
warrants.
During
the three-month period ended October 31, 2015, the Company issued 12,836,122 shares of common stock related to conversions of
$286,569 in convertible debt, related accrued interest and fees during the period.
HIGH
PERFORMANCE BEVERAGES COMPANY
Notes
to the Consolidated Financial Statements
(Unaudited)
NOTE
6 – EQUITY (CONT’D)
On
December 3, 2015, the Company issued 2,000,000 shares to an investor upon the conversion of $70,000 in principal.
On
December 15, 2015, the Company issued 1,250,000 shares to an investor upon the conversion of $15,000 in principal.
On
December 22, 2015, the Company issued 409,793 shares to an investor upon the conversion of $4,098 in principal and accrued interest.
On
December 31, 2015, the Company issued 1,250,000 shares to an investor upon the conversion of $15,000 in principal.
On
January 11, 2016, the Company issued 1,019,581 shares to an investor upon the conversion of $11,623 in principal.
NOTE
7 - RELATED PARTY TRANSACTIONS
The
Company neither owns nor leases any real or personal property. The Company's office is provided to it by an officer who incurs
no incremental costs as a result of the Company using the space. Therefore, he does not charge for its use. There is no written
lease agreement, and no obligation for him to continue this arrangement.
NOTE
8 - COMMITMENTS AND CONTINGENCIES
Pending
and Threatened Litigation
On
or about January 29, 2015, Alpha Capital Anstalt (“Alpha”) filed a complaint against the Company for damages in connection
with a note that they alleged was in default by the Company, which was answered on or about April 3, 2015. See Case 1:15-cv-00639-CM
filed in the United States District Court, Southern District. It is still pending, discovery is complete, and Alpha has filed
and served a motion for summary judgment. The Company plans to file an opposition, and the case will likely be settled in the
meantime.
NOTE
9 - SUBSEQUENT EVENTS
On
February 29, 2016, the Company completed a 1 for 100 reverse stock split. All per share amounts in the financial statements have
been restated to reflect the reverse stock split.
On March 1, 2016,
the Company issued 2,423,330 shares to an investor upon the conversion of $4,798 in principal.
On March 10, 2016,
the Company issued 2,690,381 shares to an investor upon the conversion of $5,049 in principal.
Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
Certain
matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve
risks and uncertainties, including statements as to:
|
● |
our
future operating results; |
|
|
|
|
● |
our
business prospects; |
|
|
|
|
● |
any
contractual arrangements and relationships with third parties; |
|
|
|
|
● |
the
dependence of our future success on the general economy; |
|
|
|
|
● |
any
possible financings; and |
|
|
|
|
● |
the
adequacy of our cash resources and working capital. |
These
forward-looking statements can generally be identified as such because the context of the statement will include words such as
“believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly,
statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which
could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q. Shareholders,
potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are
cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included
herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
In
October 2013, the Dethrone License Agreement was terminated and the Company entered into a license agreement with Throwdown Industries
Holdings, LLC, a Delaware limited liability company (“Throwdown Licensor”), pursuant to which the Licensor granted
an exclusive, non-sublicenseable and non-assignable right to the Company to use its trademarks and other intellectual properties
(“Throwdown Trademarks”) solely in connection with the development, manufacture, distribution, marketing and sale
of sports performance drinks within the United States and Canada (the “Throwdown License”) as well as a one-time right
of first refusal to license other types of beverages.
Effective
November 14, 2013, the Company changed its name to High Performance Beverages Company in order to better reflect the direction
and business of the Company.
On
July 23, 2014, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to increase the
number of authorized shares of common stock from 500,000,000 to 2,500,000,000 shares, effective immediately.
On
August 27, 2015, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to increase the
number of authorized shares of common stock from 2,500,000,000 to 5,000,000,000 shares, effective immediately.
Current
Status
We
began distribution of our product in September 2015 through Amazon.com. Currently we have one flavor of our beverage, High Performance
Punch, for sale on Amazon. It is sold in a pack of 12, 16oz bottles. We sold 819 packs from August 1, 2015 through October 31, 2015
and 372 packs from November 1, 2015 through January 31, 2016. Our initial production run was approximately 5,000 cases. These
units are stored in a warehouse and shipped to Amazon on a periodic basis in order to keep sufficient product on hand in Amazaon’s
warehouses to meet customer demand.
We
promote our product through social media and with athlete endorsements. We have entered into contracts with several professional
sports personalities (Jonathan Quick, Aldon Smith, Haloti Nagata, Taj Gibson, Matt Moulson, Brian Braham, Kenneth Draun, and Andrew
Depaula) to represent us by endorsing our products. All contracts cover three years and require us to issue an aggregate of 205,634,091
restricted shares of common stock over the lives of the contracts. During the three and six months ended January 31, 2016, we
have recorded an aggregate marketing expense of $7,500 and $21,119, respectively, relating to the shares that are issuable.
Three
months ended January 31, 2016 compared with three months ended January 31, 2015
We
had sales of $10,743 during the quarter ended January 31, 2016, which represents an increase of $10,743 over the quarter ended
January 31, 2105. Our products are sold and fulfilled by Amazon.
We
incurred cost of goods sold related to the sale of our product during the quarter ending January 31, 2016 of $10,000. This represents
an increase of $10,000 from the prior year, when there were no sales or related cost of goods sold. Cost of goods sold represents
93% of revenue due to the costs associated with establishing an inventory position with Amazon.com, the associated fees, and the
relatively high cost of manufacturing our product in small lots.
General and administrative
expenses decreased by $303,772, from $405,082 during the three months ended January 31, 2015 to $101,310 during the three months
ended January 31, 2016. The decrease was due to lower professional fees for legal and accounting services.
Marketing expense
decreased by $65,098, from $79,408 during the three months ended January 31, 2015 to $14,310 during the three months ended January
31, 2016. The decrease was due to decreased marketing activities during the three months ended January 31, 2016 after establishing
the product in the market.
Product development expense decreased by $96,500, from $117,500 during the three months ended January
31, 2015 to $21,000 during the three months ended January 31, 2016. The decrease was due to the cost of developing the current
products that was conducted during the quarter ending January 31, 2015.
Compensation decreased
by $37,560, from $59,560 during the three months ended January 31, 2015 to $22,000 during the three months ended January 31, 2016.
The decrease was primarily due to a reduction in share based compensation expense.
Other expense decreased
$74,895 from $1,041,605 during the three months ended January 31, 2015 compared to $966,710 during the three months ended January
31, 2016. The decrease is due to an increase in interest expense of $403,735, and a decrease in the change in the fair value of
derivative liabilities of $478,630.
Net
loss for the three months ended January 31, 2016 decreased by $578,568, from $1,703,155 during the three months ended January
31, 2015 to $1,124,587 during the three months ended January 31, 2016, primarily due to lower operating expenses and the change
in fair value of derivative liabilities.
Six months ended January 31, 2016
compared with six months ended January 31, 2015
We had sales of
$40,111 during the six months ended January 31, 2016, compared to $0 during the six months ended January 31, 2015, which represents
an increase of $40,111 over the six months ended January 31, 2105. The increase is due to the initiation of product sales in September
2015. Our products are sold and fulfilled by Amazon.
We incurred cost
of goods sold related to the sale of our product during the six months ending January 31, 2016 of $39,163. This represents an increase
of $39,163 from the prior year, when we had no sales or cost of goods sold. Cost of goods sold represents 98% of revenue due to
the costs associated with establishing an inventory position with Amazon.com, the associated fees, and the relatively high cost
of manufacturing our product in small lots.
General and administrative
expenses decreased by $279,043, from $552,226 during the six months ended January 31, 2015 to $273,183 during the six months ended
January 31, 2016. The decrease was due to a decrease in professional fees for legal and accounting services of $292,136.
Marketing expense
decreased by $107,700, from $135,629 during the six months ended January 31, 2015 to $27,929 during the six months ended January
31, 2016. The decrease was due to decreased web design and sponsorships during the six months ended January 31, 2016.
Product development
expense decreased by $55,691, from $117,500 during the six months ended January 31, 2015 to $61,809 during the six months ended
January 31, 2016. The decrease was due to the cost of developing the current products that was conducted during the six months
ending January 31, 2015.
Compensation decreased
by $50,965, from $387,080 during the six months ended January 31, 2015 to $336,115 during the six months ended January 31, 2016.
The decrease was primarily due to a reduction in share based compensation expense.
Other expense increased
$914,604 from $2,378,599 during the six months ended January 31, 2015 compared to $3,293,203 during the six months ended January
31, 2016. The increase is due to an increase in interest expense of $688,608, and an increase in the change in the fair value of
derivative liabilities of $226,004.
Net loss for the
six months ended January 31, 2016 increased by $420,257, from $3,571,034 during the six months ended January 31, 2015 to $3,991,291
during the six months ended January 31, 2016, primarily due to lower operating expenses and the change in fair value of derivative
liabilities.
Liquidity
The Company has
financed its operations through the private placement of debt and its common stock.
During the six months
ended January 31, 2016, we obtained $100,000 from the sale of stock for cash proceeds, and $337,037 from borrowing on notes payable.
We will continue
to seek financing as necessary but cannot give any assurances that we will be successful in doing so.
We are a public
company and, as such, have incurred and will continue to incur additional significant expenses for legal, accounting and related
services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of '34, we will incur ongoing
expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy
statements, if required.
Recent Accounting Pronouncements
The Company has
implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe
that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial
position or results of operations.
Critical
Accounting Policies
The
preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the
reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
An
accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters
that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or
changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Financial
Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in
the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based
on assumptions about matters that are highly uncertain at the time the estimate is made. The financial statements include
a summary of the significant accounting policies and methods used in the preparation of our financial statements.
Seasonality
We
do not yet have a basis to determine whether our business will be seasonal.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee
contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will
increase our operating costs or cash requirements in the future.
Item
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this
Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item
4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
Our
management is responsible for establishing and maintaining adequate internal control of the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information
required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms relating to our company. The Company's internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.
Our
disclosure controls and procedures include those policies and procedures that:
|
● |
Pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company; |
|
● |
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and |
|
● |
Ensure
that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors;
and |
|
● |
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on the financial statements. |
As
of January 31, 2016, our management conducted an assessment of the effectiveness of the Company's internal control over financial
reporting. In making this assessment, management followed an approach based on the framework set forth in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (known
as “COSO”). Based on this assessment, management determined that the Company's internal control over financial
reporting was not effective to ensure that material information relating to the Company is recorded, processed, summarized, and
reported in a timely manner.
We
have made significant attempts to correct this issue including entering into an agreement to outsource our accounting and financial
reporting functions to Clear Financial Solutions, Inc. of Houston, Texas. Management believes this arrangement will ensure the
timely filing of future financial reports.
This
quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting
firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in
this quarterly report.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
Pending
and Threatened Litigation
On
or about January 29, 2015, Alpha Capital Anstalt (“Alpha”) filed a complaint against the Company for damages in connection
with a note that they alleged was in default by the Company, which was answered on or about April 3, 2015. See Case 1:15-cv-00639-CM
filed in the United States District Court, Southern District. It is still pending, discovery is complete, and Alpha has filed
and served a motion for summary judgment. The Company plans to file an opposition, and the case will likely be settled in the
meantime.
Item
1A. Risk Factors
The
Company, as a smaller reporting company, is not required to provide the information required by this item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On
December 3, 2015, the Company issued 2,000,000 shares to an investor upon the conversion of $70,000 in principal. The Company
claims an exemption from the registration requirements of the Act for the private placement of the securities referenced herein
pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction did not involve a public offering.
On
December 15, 2015, the Company issued 1,250,000 shares to an investor upon the conversion of $15,000 in principal.
The Company claims an exemption from the registration requirements of the Act for the private placement of the securities referenced
herein pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction did not involve a public
offering.
On
December 22, 2015, the Company issued 409,793 shares to an investor upon the conversion of $4,098 in principal and accrued interest.
The Company claims an exemption from the registration requirements of the Act for the private placement of the securities referenced
herein pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction did not involve a public
offering.
On
December 31, 2015, the Company issued 1,250,000 shares to an investor upon the conversion of $15,000 in principal. The Company
claims an exemption from the registration requirements of the Act for the private placement of the securities referenced herein
pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction did not involve a public offering.
On
January 11, 2016, the Company issued 1,019,581 shares to an investor upon the conversion of $11,623 in principal. The Company
claims an exemption from the registration requirements of the Act for the private placement of the securities referenced herein
pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction did not involve a public offering.
Item
3. Defaults Upon Senior Securities
None
Item
4. Mine Safety Disclosures
Not
applicable
Item
5. Other Information
None
Item
6. Exhibits and Reports of Form 8-K
(a)
Exhibits
31.1 |
|
Certifications
pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
|
|
|
32.1 |
|
Certifications
pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
|
HIGH
PERFORMANCE BEVERAGES COMPANY |
|
(Registrant) |
|
|
|
/s/
Toby McBride |
|
Toby
McBride |
|
Title:
President and Chief Financial Officer |
March
21, 2016
23
Exhibit
31.1
Section
302 Certification of Chief Executive Officer and Chief Financial Officer
|
1. |
I
have reviewed this quarterly report on Form 10-Q of High Performance Beverages Company; |
|
2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
4. |
I
am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have: |
|
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed
such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and |
|
5. |
I
have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated:
March 21, 2016
/s/
Toby McBride |
|
|
Toby
McBride |
|
|
Title:
Chief Executive Officer and Chief Financial Officer |
Exhibit
32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of High Performance Beverages Company (the “Company”) on Form 10-Q for the period
ended January 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Toby McBride, Chief Executive and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
|
1. |
The
Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The
information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company. |
Dated:
March 21, 2016
/s/
Toby McBride |
|
|
Toby
McBride |
|
|
Title:
Chief Executive Officer and Chief Financial Officer |
v3.3.1.900
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v3.3.1.900
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Current Assets |
|
|
Cash and cash equivalents |
$ 17,343
|
$ 144,093
|
Accounts receivable |
268
|
|
Inventory |
20,671
|
|
Total Current Assets |
38,282
|
$ 144,093
|
Total Assets |
38,282
|
144,093
|
Current Liabilities |
|
|
Accounts payable and accrued expenses |
881,734
|
759,190
|
Note payable |
6,900
|
6,900
|
Convertible notes payable, net |
3,387,279
|
3,356,418
|
Derivative liabilities |
3,130,115
|
1,203,607
|
Total Liabilities |
7,406,028
|
5,326,115
|
Stockholders' Deficit |
|
|
Preferred stock: $0.001 par value; 1,000,000 shares authorized; 100,000 shares issued and outstanding |
100
|
100
|
Common stock: $0.001 par value; 5,000,000,000 shares authorized; 48,929,612 and 24,004,116 issued and outstanding at January 31, 2016 and July 31, 2015, respectively |
48,931
|
24,004
|
Stock payable |
256,401
|
148,066
|
Additional paid-in capital |
7,307,041
|
5,634,736
|
Accumulated deficit |
(14,980,219)
|
(10,988,928)
|
Total Stockholders' Deficit |
(7,367,746)
|
(5,182,022)
|
Total Liabilities and Stockholders' Deficit |
$ 38,282
|
$ 144,093
|
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v3.3.1.900
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, par value |
$ 0.001
|
$ 0.001
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
100,000
|
100,000
|
Preferred stock, shares outstanding |
100,000
|
100,000
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
5,000,000,000
|
5,000,000,000
|
Common stock, shares issued |
48,929,612
|
24,004,116
|
Common stock, shares outstanding |
48,929,612
|
24,004,116
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Jan. 31, 2016 |
Jan. 31, 2015 |
Income Statement [Abstract] |
|
|
|
|
REVENUES |
$ 10,743
|
|
$ 40,111
|
|
COST OF GOODS SOLD |
10,000
|
|
39,163
|
|
GROSS PROFIT |
743
|
|
948
|
|
OPERATING EXPENSES |
|
|
|
|
General and administrative |
101,310
|
$ 405,082
|
273,183
|
$ 552,226
|
Marketing |
14,310
|
79,408
|
27,929
|
135,629
|
Product development |
21,000
|
117,500
|
61,809
|
117,500
|
Compensation |
22,000
|
59,560
|
336,115
|
387,080
|
TOTAL OPERATING EXPENSES |
$ 158,620
|
$ 661,550
|
699,036
|
$ 1,192,435
|
OTHER (INCOME) EXPENSE |
|
|
|
|
Interest income |
|
|
(8)
|
|
Interest expense |
$ 479,849
|
$ 76,114
|
940,406
|
$ 251,798
|
Change in fair value of derivative liabilities |
486,861
|
965,491
|
2,352,805
|
2,126,801
|
TOTAL OTHER EXPENSE |
966,710
|
1,041,605
|
3,293,203
|
2,378,599
|
NET LOSS |
$ (1,124,587)
|
$ (1,703,155)
|
$ (3,991,291)
|
$ (3,571,034)
|
NET LOSS PER COMMON SHARE: BASIC AND DILUTED |
$ (0.02)
|
$ (0.80)
|
$ (0.10)
|
$ (1.29)
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED |
47,030,827
|
2,120,194
|
40,974,819
|
1,612,835
|
X |
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v3.3.1.900
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
6 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net loss |
$ (3,991,291)
|
$ (3,571,034)
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
Share-based compensation |
262,935
|
60,985
|
Amortization of debt discounts |
323,655
|
52,193
|
Change in fair value of derivative liabilities |
2,352,805
|
2,126,801
|
Penalty interest expense |
370,611
|
$ 2,922
|
Changes in operating assets and liabilities |
|
|
Accounts receivable |
(268)
|
|
Inventory |
(20,671)
|
|
Accounts payable and accrued expenses |
138,437
|
$ 118,334
|
Cash Flows Used in Operating Activities |
(563,787)
|
$ (1,209,799)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Proceeds from sale of common stock |
100,000
|
|
Proceeds from issuances of convertible notes payable |
337,037
|
$ 1,596,934
|
Cash Flows Provided by Financing Activities |
437,037
|
1,596,934
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
(126,750)
|
387,135
|
Cash and cash equivalents, beginning of period |
144,093
|
10,485
|
Cash and cash equivalents, end of period |
$ 17,343
|
$ 397,620
|
SUPPLEMENTAL CASH FLOWS INFORMATION |
|
|
Cash paid for interest |
|
|
Cash paid for income taxes |
|
|
NONCASH INVESTING AND FINANCING ACTIVITIES |
|
|
Debt discounts from fair value of derivative liabilities |
$ 644,389
|
|
Debt discounts on convertible notes payable |
163,432
|
|
Common stock issued for exercise of warrants |
5,000
|
$ 173,574
|
Conversion of convertible notes payable and interest payable to common stock |
$ 402,290
|
$ 278,049
|
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v3.3.1.900
Organization
|
6 Months Ended |
Jan. 31, 2016 |
Organization [Abstract] |
|
ORGANIZATION |
NOTE 1 - ORGANIZATION High Performance Beverages Company (formerly known as Dethrone Royalty Holdings, Inc. and Exclusive Building Services, Inc.) (the “Company”) was founded as an unincorporated DBA in February 1997 and was incorporated as a C corporation under the laws of the State of Nevada on October 11, 2010. Effective February 29, 2016, the Company completed a 1 for 100 reverse stock split. All per share amounts have been adjusted to reflect the reverse stock split. Currently, the Company is selling its beverage products online through Amazon.com.
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- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
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v3.3.1.900
Summary of Significant Accounting Policies
|
6 Months Ended |
Jan. 31, 2016 |
Summary of Significant Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim financial statements
The accompanying interim unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The interim unaudited financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended July 31, 2015 and notes thereto contained in the Company’s Annual Report on Form 10-K.
Basis of Accounting
The Company’s consolidated financial statements are prepared using the accrual method of accounting. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Dethrone Beverage, Inc. All significant inter-company balances and transactions have been eliminated upon consolidation.
Use of Estimates and Assumptions
Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Inventory
Inventory is accounted for on a lower of cost or market basis. The inventory consists of completed bottled beverages.
Reclassifications
Certain comparative figures have been reclassified to conform to the current year presentation.
Loss per Common Share
Basic and diluted net income (loss) per common share has been calculated by dividing the net income (loss) for the period by the basic and diluted weighted average number of common shares. As of January 31, 2016 and July 31, 2015, independent third parties held 14,218,282 and 14,439,441 warrants outstanding, respectively, which have a potentially dilutive effect.
Subsequent Events
The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued for disclosure consideration.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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v3.3.1.900
Going Concern
|
6 Months Ended |
Jan. 31, 2016 |
Going Concern [Abstract] |
|
GOING CONCERN |
NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had negative net working capital and a net stockholders’ deficit at January 31, 2016 and had no reliable source of ongoing debt or equity financing. The Company is emphasizing a new product line involving the manufacture and sale of sports performance or energy drinks along with any other non-alcoholic beverage under the Trade Name, High Performance Beverages Company. However, there are uncertainties as to whether the Company will obtain sufficient financing to continue to their products or if there will be sufficient market demand for the products. It is management’s plan to raise additional funding by the issuances of debt and equity instruments. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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v3.3.1.900
Convertible Notes Payable
|
6 Months Ended |
Jan. 31, 2016 |
Convertible Notes Payable [Abstract] |
|
CONVERTIBLE NOTES PAYABLE |
NOTE 4 - CONVERTIBLE NOTES PAYABLE
Convertible notes payable consists of the following:
|
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January 31, |
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July 31, |
|
Description |
|
2016 |
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2015 |
|
On November 15, 2012, the Company entered into a Senior Secured Promissory Note with an unaffiliated party under which the Company received a one-year loan with a principal balance of $100,000. This note bears interest at 20% per annum with interest payments due quarterly. In addition, the Company issued 2,500,000 shares of restricted common stock to the lender and Mr. Holley and McBride pledged their 56,250,000 shares of the Company’s common stock as collateral and transferred 1,000,000 shares of free trading shares to the lender. If the Company goes into default of the provisions of the note, it becomes convertible into the Company’s common stock at a price of $0.001 per share (100 million shares). |
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On September 17, 2015, the Company and the lender entered into an exchange agreement and combined this note with two other notes held by the same lender and issued a new note to the lender. |
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$ |
- |
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$ |
100,000 |
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On February 27, 2013, the Company entered into a $335,000 convertible loan agreement. The agreement provides for a $35,000 original issue discount. The lender, at its discretion, may provide funds up to $300,000 to the Company. It provided $60,000 at the closing of the agreement on April 30, 2013. All loans under the agreement are payable in full one year after the funds are issued together with a prorated portion of the original issue discount. All amounts outstanding under the agreement become convertible, at the lender’s discretion, into shares of the Company’s common stock starting 180 days from the execution date of the agreement. The conversion rate per share is the lower of (i) $0.044 or (ii) 60% of the lowest trade price during the 25 trading days prior to a conversion notice. The lender has agreed that it will not execute any short trades and, at no time, will hold more than 4.9% of the Company’s outstanding common stock. |
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If the Company repays all amounts outstanding under the agreement within 90 days of the execution date, there will be no interest amounts due. If it does not pay all amounts due within 90 days of the execution date, it cannot make any other prepayments of the amounts outstanding without the consent of the lender. In addition, there will be a one-time interest charge of 12% of the amounts outstanding. The Company must also register all shares that are issuable under the agreement in any Registration Statement that it files with the SEC for any purpose. The Company has not filed a Registration Statement since this note was issued. |
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During the six months ended January 31, 2016, the Company repaid $18,400 by issuing 1,840,000 shares of common stock. As of January 31, 2016, this note was in default. |
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17,320 |
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35,720 |
|
On April 30, 2013, the Company sold an 18% Senior Convertible Debenture in the principal amount of $60,000 (the “Debenture”). The Debenture matures on April 30, 2014 and has an interest rate of 18% per annum payable monthly and on each conversion date. The conversion price of the Debenture is 65% of the average of the lowest three closing bid prices of the Common Stock for the twenty trading days immediately prior to the conversion date. |
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Upon an Event of Default (as defined in the Debenture), the outstanding principal amount of the Debenture plus accrued but unpaid interest, liquidated damages and other amounts owing on the Debenture through the date of the acceleration shall become at the Debenture holder’s election immediately due and payable in cash at the Mandatory Default Amount (as defined in the Debenture). Commencing five days after the occurrence of an Event of Default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture shall accrue at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law. |
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On September 17, 2015, the Company and the lender entered into an exchange agreement and combined this note with two other notes held by the same lender and issued a new note to the lender. |
|
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- |
|
|
|
37,554 |
|
|
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On October 10, 2013, the Company entered into a securities purchase agreement (the “SPA”) with an investor, pursuant to which the investor purchased a master promissory note (the “Master Note”) with a principal balance of $48,000 for a purchase price of $40,000 at an original issuance discount of $4,000. The Company also agreed to pay $4,000 worth of legal, accounting and due diligence costs to the investor. |
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Pursuant to the Master Note, the investor has the right, solely in the investor’s discretion, to subsequently purchase up to eight (8) additional promissory notes (each, an “Additional Note”, the Master Note and each Additional Note collectively, the “Notes”), at any time from the date of issuance of the Master Note until October 10, 2014. Each Additional Note shall have a principal balance of $22,000 and shall have a purchase price of $20,000, at an original issue discount of $2,000. |
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Pursuant to the Master Note, if the Company repays the entire balance of each Note prior to the prepayment opportunity date (as defined in the Master Note), the Company shall pay an interest rate equal to 0% per annum. If the Company does not repay the entire balance of each Note prior to the prepayment opportunity date each Note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note. |
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Each note is convertible, at any time after the date six months from the purchase price date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the Master Note. |
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As of January 31, 2016, this note was in default. |
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116,160 |
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72,027 |
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On January 8, 2014, the Company sold an Original Issue Discount Convertible Promissory Note in the principal amount of $75,000, for cash consideration of $50,000. This note matured on July 8, 2014 and all overdue principal entailed a late fee at the rate of 22% per annum. The Company had the option to prepay this note for
$100,000 at any time prior to the maturity date. |
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This note may be converted into common stock of the Company at any time after the maturity date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid at any time before the maturity date, the conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice to the Company. |
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During the six months ended January 31, 2016, the Company repaid $11,965 by issuing 119,660 shares of common stock. In addition, $43,671 in principal was sold to another investor on September 10, 2015. As of January 31, 2016, this note was in default. |
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13,035 |
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68,671 |
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On March 25, 2014, the Company sold a note with a principal balance of $75,000 for a purchase price of $50,000 and an original issuance discount of $25,000. This note matured on September 25, 2014. |
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This note may be converted into common stock of the Company at any time after the maturity date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid, loses DTC eligibility, or gets “chilled for deposit” at any time before the maturity date, the conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice to the Company. |
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As of January 31, 2016, this note was in default. |
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75,000 |
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75,000 |
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On March 31, 2014, the Company sold a note with a principal balance of $42,000 for a purchase price of $30,000. This note matured on September 30, 2014. Interest accrued at the rate of 15% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the holder of this note, all principal, accrued but unpaid interest and all other payments due under this note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the holder, in whole at any time and from time to time. |
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On September 17, 2015, the Company and the lender entered into an exchange agreement and combined this note with two other notes held by the same lender and issued a new note to the lender. |
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- |
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6,496 |
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On June 3, 2014, the Company sold a note with a principal purchase price of $10,000. This note matured on June 2, 2015. Interest accrued at the rate of 8% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the holder of this note, all principal, accrued but unpaid interest and all other payments due under the note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the noteholder, in whole at any time and from time to time. |
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During the quarter ended October 31, 2015, the Company repaid $39,534 in interest and penalties by issuing 926,204 shares of common stock. |
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- |
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1,500 |
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On June 6, 2014, the Company sold a note with a principal purchase price of $60,000. This note matured on June 5, 2015. Interest accrues at the rate of 8% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the noteholder, all principal, accrued but unpaid interest and all other payments due under this note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the noteholder, in whole at any time and from time to time. |
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During the quarter ended October 31, 2015, the Company repaid $39,756 by issuing 587,508 shares of common stock. |
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- |
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39,756 |
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On June 4, 2014, a new lender assumed a $60,000 portion of existing debt. Pursuant to the original agreement, if the Company does not repay the entire balance of the maturity date, June 15, 2014, the note shall accrue interest at 22% per annum. |
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The note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original note. |
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As of January 31, 2016, the Company was in default on this note. |
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472,568 |
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472,568 |
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On June 6, 2014, the Company sold a note with a principal purchase price of $60,000. This note matured on June 5, 2015. Interest accrues at the rate of 8% per annum, compounding daily. This note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the five (5) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original note. |
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During the quarter ended October 31, 2015, the Company repaid $36,510 by issuing 543,404 shares of common stock. |
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- |
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36,510 |
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On August 15, 2014, the Company sold a non interest bearing note with a principal purchase price of $66,000. This note was due on August 15, 2015. This note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 50% of the lowest trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original note. |
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As of January 31, 2016, the Company was in default on this note. |
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68,000 |
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68,000 |
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On August 26, 2014, a new Investor purchased from an original noteholder, a convertible note with a face value of $48,000 dated October 8, 2013, with a present balance of $62,234, including accrued interest. The terms of the original note remain the same. |
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Pursuant to the Master Note, the Investor held the right, solely in the Investor’s discretion, to subsequently purchase up to eight (8) additional promissory notes (each, an “Additional Note”, the Master Note and each additional note collectively, the “Notes”), at any time from the date of issuance of the Master Note until October 10, 2014. Each Additional Note had a principal balance of $22,000 and had a purchase price of $20,000, and an original issue discount of $2,000. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pursuant to the Master Note, if the Company repays the entire balance of each of the Notes prior to the prepayment opportunity date (as defined in the Master Note), the Company shall pay an interest rate equal to 0% per annum. If the Company does not repay the entire balance of each Note prior to the prepayment opportunity date each Note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each of the notes is convertible, at any time after the date six months from the Purchase Price Date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the Master Note. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, 2016, this note was in default. |
|
|
705,946 |
|
|
|
705,946 |
|
|
|
|
|
|
|
|
|
|
On August 27, 2014, the Company sold a 12% Convertible Redeemable Note in the principal amount of $160,000 pursuant to a Securities Purchase Agreement. The Note matured on March 27, 2015. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Note may be converted into common stock of the Company at any time beginning on the 1st day of the date of the Note at a price equal to the lesser of (i) $0.01 or (ii) 60% of the lowest intraday bid price of the common stock as reported on OTCQB, for the five prior trading days. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, 2016, this note was in default. |
|
|
233,707 |
|
|
|
233,707 |
|
|
|
|
|
|
|
|
|
|
On October 2, 2014, the Company sold a 12% Convertible Redeemable Note in the principal amount of $58,000 pursuant to a Securities Purchase Agreement. The Note matured on May 2, 2015. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 40% of the lowest bid price for the thirty (30) trading days immediately preceding the conversion, subject to certain adjustment as further described in the note agreement. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended January 31, 2016, the Company repaid $22,268 by issuing 6,433,892 shares of common stock. As of January 31, 2016, this note was in default. |
|
|
3,462 |
|
|
|
25,730 |
|
On October 17, 2014, the Company sold a 1%
Convertible Redeemable Note in the principal amount of $500,000 pursuant to a Securities Purchase Agreement. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This note matured on April 17, 2015. This note may be converted into common stock of the Company at any time beginning on the 1st day of the date of this note at a price equal to 56% of the lowest intraday bid price of the common stock as reported on OTCQB, for the five prior trading days. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, 2016, this note was in default. |
|
|
500,000 |
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
On November 28, 2014, the Company executed a convertible note payable in the amount of $800,000, which matured on May 28, 2015, bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, 2016, this note was in default. |
|
|
800,000 |
|
|
|
800,000 |
|
|
|
|
|
|
|
|
|
|
On March 11, 2015, the Company executed a convertible note payable in the amount of $100,000 payable on September 5, 2015 bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, 2016, this note was in default. |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
On September 17, 2015, the Company entered into a Settlement Agreement with a lender. In accordance with the Settlement Agreement, the Company agreed to issue to the lender a convertible promissory note in the principal amount of $240,500, in exchange for the return and cancellation of certain outstanding debt held by the lender. The debt was comprised of an aggregate of $240,500 of principal and interest on i) a convertible debenture in the original principal amount of $60,000 issued to the lender on April 30, 2013, ii) a senior secured convertible promissory note with an original principal balance of $100,000, which the lender had assumed from an individual on June 17, 2013, and iii) a convertible note with an original principal amount of $42,000 issued to the lender on March 31, 2014. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The note is convertible into shares of the Company’s common stock at a price per share equal to fifty percent (50%) of the lowest closing bid price or closing sale price for a share of common stock during the ten (10) consecutive trading days immediately preceding the date of conversion. No effect shall be given to conversions that would result in the lender holding an aggregate of more than 4.99% of the Company’s outstanding Common Stock. If at any time after September 17, 2015 the Company issues or sells any shares of Common Stock for consideration per share lower than the conversion price the conversion price in effect shall be reduced to the new issuance price. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended January 31, 2016, the Company repaid $70,000 by issuing 2,000,000 shares of common stock. This note matured on December 3, 2015. As of January 31, 2016, this note was in default. |
|
|
170,500 |
|
|
|
- |
|
On October 27, 2015, the Company executed a convertible note payable in the amount of $25,000 payable on April 26, 2016 bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. |
|
|
25,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On September 10, 2015, an investor acquired a note with a principal balance of $43,671 from the original investor. In accordance with the terms of the original note, this note may be converted into common stock of the Company at any time after the maturity date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid at any time before the maturity date, the conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice to the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended January 31, 2016, the Company repaid the note by issuing 87,456,860 shares of common stock. |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On December 4, 2015, the Company executed a convertible note payable in the amount of $74,250 payable on June 4, 2016 bearing interest at 12% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. The note was issued with an original issue discount of $6,750. This note is convertible into the Company’s common stock at a variable conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share. |
|
|
74,250 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On December 7, 2015, an investor purchased a portion of a note and the related accrued interest, totaling $89,915. In accordance with the original terms of the note, the note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each note is convertible, at any time after the date six months from the purchase price date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the note. During the three months ended January 31, 2016, the Company repaid $41,623 in principal by issuing 3,519,581 shares of the Company’s common stock. |
|
|
48,292 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
On December 31, 2015, the Company executed a convertible note payable in the amount of $82,500, payable on September 31, 2016, bearing interest at 12% per annum. The note was issued with an original issue discount of $7,500. This note is convertible into the Company’s common stock at a variable conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share. |
|
|
82,500 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,505,740 |
|
|
|
3,379,185 |
|
Less: debt discounts |
|
|
(442,116 |
) |
|
|
(1,652,229 |
) |
Plus: amortization of discounts |
|
|
323,655 |
|
|
|
1,629,462 |
|
Total convertible notes payable |
|
$ |
3,387,279 |
|
|
$ |
3,356,418 |
|
|
X |
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.3.1.900
Derivative Liability
|
6 Months Ended |
Jan. 31, 2016 |
Derivative Liability [Abstract] |
|
DERIVATIVE LIABILITY |
NOTE 5 - DERIVATIVE LIABILITY The convertible notes payable issued by the Company contain a variable conversion feature (the Variable Conversion Feature) that gives rise to a derivative liability. The Company has measured its derivative liability at fair value and recognized the derivative value as a current liability and recorded the derivative value on its consolidated balance sheet. The derivative is valued primarily using models based on unobservable inputs that are supported by little to no market activity. These inputs represent management’s best estimate of what market participants would use in pricing the liability at the measurement date and thus are classified as Level 3. Changes in the fair values of the derivative are recognized as earnings or losses in the current period. The fair values of derivative liabilities related to the Variable Conversion Feature as of July 31, 2015, for derivative instruments issued during the six months ended January 31, 2016 and as of January 31, 2016 were estimated on the transaction dates and balance sheet dates under the following assumptions: | | July 31, 2015 | | | Issuances / changes | | | January 31, 2016 | | Shares of common stock issuable upon exercise of debt | | | 110,297,625 | | | | 207,641,753 | | | | 317,939,378 | | Estimated market value of common stock on measurement date | | $ | 0.03 | | | $ | 0.01 | | | $ | 0.034 | | Exercise price | | $ | 0.07 | | | $ | 0.023 | | | $ | 0.01 | | Risk free interest rate | | | 0.33 | % | | | 0.01% to 0.11 | % | | | 0.40 | % | Expected dividend yield | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | Expected volatility | | | 384.93 | % | | | 118.60% to 693.3 | % | | | 341.12 | % | Expected exercise term in years | | | 0.8333 | | | | 0.00 | | | | 0.00 | |
The changes in fair values of the derivative liabilities related to the convertible notes payable for the six months ended January 31, 2016 are summarized as follows: Fair value of derivative liabilities at July 31, 2015 | | $ | 1,203,607 | | Conversion of derivative liabilities | | | (426,297 | ) | Change in fair value of derivative liabilities | | | 2,352,805 | | Fair value of derivative liabilities at January 31, 2016 | | $ | 3,130,115 | |
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- DefinitionThe entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.
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v3.3.1.900
Equity
|
6 Months Ended |
Jan. 31, 2016 |
Equity [Abstract] |
|
EQUITY |
NOTE 6 - EQUITY
The Company is authorized to issue 5,000,000,000 shares of common stock and 1,000,000 shares of preferred stock.
On September 1, 2015, the Company issued 100,000 shares of common stock to a consultant for services rendered. The fair market value of these common stock is $25,000.
On September 1, 2015, the Company issued 10,000 shares of common stock to a consultant for services rendered. The fair market value of these common stock is $2,500.
On September 15, 2015, the Company settled a lawsuit by issuing 1,000,000 shares of common stock. These shares have a fair value of $220,000 on the date of issuance.
On September 22, 2015, the Company issued 50,000 shares of common stock to an athlete in exchange for an endorsement of its products. 10,000 shares had been recorded as a common stock to be issued as of July 31, 2015. The balance, 40,000 shares of common stock, was a bonus. The fair value of the additional 40,000 shares was $5,600 on the date of issuance.
During the three-month period ended October 31, 2015, the Company issued 5,000,000 shares of common stock upon the exercise of 221,159 warrants.
During the three-month period ended October 31, 2015, the Company issued 12,836,122 shares of common stock related to conversions of $286,569 in convertible debt, related accrued interest and fees during the period.
On December 3, 2015, the Company issued 2,000,000 shares to an investor upon the conversion of $70,000 in principal.
On December 15, 2015, the Company issued 1,250,000 shares to an investor upon the conversion of $15,000 in principal.
On December 22, 2015, the Company issued 409,793 shares to an investor upon the conversion of $4,098 in principal and accrued interest.
On December 31, 2015, the Company issued 1,250,000 shares to an investor upon the conversion of $15,000 in principal.
On January 11, 2016, the Company issued 1,019,581 shares to an investor upon the conversion of $11,623 in principal.
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v3.3.1.900
Related Party Transactions
|
6 Months Ended |
Jan. 31, 2016 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE 7 - RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. The Company's office is provided to it by an officer who incurs no incremental costs as a result of the Company using the space. Therefore, he does not charge for its use. There is no written lease agreement, and no obligation for him to continue this arrangement.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
Commitments and Contingencies
|
6 Months Ended |
Jan. 31, 2016 |
Commitments and Contingencies [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE 8 - COMMITMENTS AND CONTINGENCIES Pending and Threatened Litigation On or about January 29, 2015, Alpha Capital Anstalt (“Alpha”) filed a complaint against the Company for damages in connection with a note that they alleged was in default by the Company, which was answered on or about April 3, 2015. See Case 1:15-cv-00639-CM filed in the United States District Court, Southern District. It is still pending, discovery is complete, and Alpha has filed and served a motion for summary judgment. The Company plans to file an opposition, and the case will likely be settled in the meantime.
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v3.3.1.900
Subsequent Events
|
6 Months Ended |
Jan. 31, 2016 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE 9 - SUBSEQUENT EVENTS On February 29, 2016, the Company completed a 1 for 100 reverse stock split. All per share amounts in the financial statements have been restated to reflect the reverse stock split. On March 1, 2016, the Company issued 2,423,330 shares to an investor upon the conversion of $4,798 in principal. On March 10, 2016, the Company issued 2,690,381 shares to an investor upon the conversion of $5,049 in principal.
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v3.3.1.900
Summary of Significant Accounting Policies (Policies)
|
6 Months Ended |
Jan. 31, 2016 |
Summary of Significant Accounting Policies [Abstract] |
|
Interim financial statements |
Interim financial statements The accompanying interim unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The interim unaudited financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended July 31, 2015 and notes thereto contained in the Company’s Annual Report on Form 10-K.
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Basis of Accounting |
Basis of Accounting The Company’s consolidated financial statements are prepared using the accrual method of accounting. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Dethrone Beverage, Inc. All significant inter-company balances and transactions have been eliminated upon consolidation.
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Use of Estimates and Assumptions |
Use of Estimates and Assumptions Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
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Inventory |
Inventory Inventory is accounted for on a lower of cost or market basis. The inventory consists of completed bottled beverages.
|
Reclassifications |
Reclassifications Certain comparative figures have been reclassified to conform to the current year presentation.
|
Loss per Common Share |
Loss per Common Share Basic and diluted net income (loss) per common share has been calculated by dividing the net income (loss) for the period by the basic and diluted weighted average number of common shares. As of January 31, 2016 and July 31, 2015, independent third parties held 14,218,282 and 14,439,441 warrants outstanding, respectively, which have a potentially dilutive effect.
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Subsequent Events |
Subsequent Events
The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued for disclosure consideration.
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Recently Issued Accounting Pronouncements |
Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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v3.3.1.900
Convertible Notes Payable (Tables)
|
6 Months Ended |
Jan. 31, 2016 |
Convertible Notes Payable [Abstract] |
|
Schedule of convertible notes payable |
| | January 31, | | | July 31, | | Description | | 2016 | | | 2015 | | On November 15, 2012, the Company entered into a Senior Secured Promissory Note with an unaffiliated party under which the Company received a one-year loan with a principal balance of $100,000. This note bears interest at 20% per annum with interest payments due quarterly. In addition, the Company issued 2,500,000 shares of restricted common stock to the lender and Mr. Holley and McBride pledged their 56,250,000 shares of the Company’s common stock as collateral and transferred 1,000,000 shares of free trading shares to the lender. If the Company goes into default of the provisions of the note, it becomes convertible into the Company’s common stock at a price of $0.001 per share (100 million shares). | | | | | | | | | | | | | | | | | | On September 17, 2015, the Company and the lender entered into an exchange agreement and combined this note with two other notes held by the same lender and issued a new note to the lender. | | $ | - | | | $ | 100,000 | | | | | | | | | | | On February 27, 2013, the Company entered into a $335,000 convertible loan agreement. The agreement provides for a $35,000 original issue discount. The lender, at its discretion, may provide funds up to $300,000 to the Company. It provided $60,000 at the closing of the agreement on April 30, 2013. All loans under the agreement are payable in full one year after the funds are issued together with a prorated portion of the original issue discount. All amounts outstanding under the agreement become convertible, at the lender’s discretion, into shares of the Company’s common stock starting 180 days from the execution date of the agreement. The conversion rate per share is the lower of (i) $0.044 or (ii) 60% of the lowest trade price during the 25 trading days prior to a conversion notice. The lender has agreed that it will not execute any short trades and, at no time, will hold more than 4.9% of the Company’s outstanding common stock. | | | | | | | | | | | | | | | | | | If the Company repays all amounts outstanding under the agreement within 90 days of the execution date, there will be no interest amounts due. If it does not pay all amounts due within 90 days of the execution date, it cannot make any other prepayments of the amounts outstanding without the consent of the lender. In addition, there will be a one-time interest charge of 12% of the amounts outstanding. The Company must also register all shares that are
issuable under the agreement in any Registration Statement that it files with the SEC for any purpose. The Company has not filed a Registration Statement since this note was issued. | | | | | | | | | | | | | | | | | | During the six months ended January 31, 2016, the Company repaid $18,400 by issuing 1,840,000 shares of common stock. As of January 31, 2016, this note was in default. | | | 17,320 | | | | 35,720 | |
On April 30, 2013, the Company sold an 18% Senior Convertible Debenture in the principal amount of $60,000 (the “Debenture”). The Debenture matures on April 30, 2014 and has an interest rate of 18% per annum payable monthly and on each conversion date. The conversion price of the Debenture is 65% of the average of the lowest three closing bid prices of the Common Stock for the twenty trading days immediately prior to the conversion date. | | | | | | | | | | | | | | | | | | Upon an Event of Default (as defined in the Debenture), the outstanding principal amount of the Debenture plus accrued but unpaid interest, liquidated damages and other amounts owing on the Debenture through the date of the acceleration shall become at the Debenture holder’s election immediately due and payable in cash at the Mandatory Default Amount (as defined in the Debenture). Commencing five days after the occurrence of an Event of Default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture shall accrue at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law. | | | | | | | | | | | | | | | | | | On September 17, 2015, the Company and the lender entered into an exchange agreement and combined this note with two other notes held by the same lender and issued a new note to the lender. | | | - | | | | 37,554 | | | | | | | | | | | On October 10, 2013, the Company entered into a securities purchase agreement (the “SPA”) with an investor, pursuant to which the investor purchased a master promissory note (the “Master Note”) with a principal balance of $48,000 for a purchase price of $40,000 at an original issuance discount of $4,000. The Company also agreed to pay $4,000 worth of legal, accounting and due diligence costs to the investor. | | | | | | | | | | | | | | | | | | Pursuant to the Master Note, the investor has the right, solely in the investor’s discretion, to subsequently purchase up to eight (8) additional promissory notes (each, an “Additional Note”, the Master Note and each Additional Note collectively, the “Notes”), at any time from the date of issuance of the Master Note until October 10, 2014. Each Additional Note shall have a principal balance of $22,000 and shall have a purchase price of $20,000, at an original issue discount of $2,000. | | | | | | | | | | | | | | | | | | Pursuant to the Master Note, if the Company repays the entire balance of each Note prior to the prepayment opportunity date (as defined in the Master Note), the Company shall pay an interest rate equal to 0% per annum. If the Company does not repay the entire balance of each Note prior to the prepayment opportunity date each Note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note. | | | | | | | | | | | | | | | | | | Each note is convertible, at any time after the date six months from the purchase price date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the Master Note. | | | | | | | | | | | | | | | | | | As of January 31, 2016, this note was in default. | | | 116,160 | | | | 72,027 | |
On January 8, 2014, the Company sold an Original Issue Discount Convertible Promissory Note in the principal amount of $75,000, for cash consideration of $50,000. This note matured on July 8, 2014 and all overdue principal entailed a late fee at the rate of 22% per annum. The Company had the option to prepay this note for $100,000 at any time prior to the maturity date. | | | | | | | | | | | | | | | | | | This note may be converted into common stock of the Company at any time after the maturity date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid at any time before the maturity date, the conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice to the Company. | | | | | | | | | | | | | | | | | | During the six months ended January 31, 2016, the Company repaid $11,965 by issuing 119,660 shares of common stock. In addition, $43,671 in principal was sold to another investor on September 10, 2015. As of January 31, 2016, this note was in default. | | | 13,035 | | | | 68,671 | | | | | | | | | | | On March 25, 2014, the Company sold a note with a principal balance of $75,000 for a purchase price of $50,000 and an original issuance discount of $25,000. This note matured on September 25, 2014. | | | | | | | | | | | | | | | | | | This note may be converted into common stock of the Company at any time after the maturity date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid, loses DTC eligibility, or gets “chilled for deposit” at any time before the maturity date, the conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice to the Company. | | | | | | | | | | | | | | | | | | As of January 31, 2016, this note was in default. | | | 75,000 | | | | 75,000 | | | | | | | | | | | On March 31, 2014, the Company sold a note with a principal balance of $42,000 for a purchase price of $30,000. This note matured on September 30, 2014. Interest accrued at the rate of 15% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the holder of this note, all principal, accrued but unpaid interest and all other payments due under this note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the holder, in whole at any time and from time to time. | | | | | | | | | | | | | | | | | | On September 17, 2015, the Company and the lender entered into an exchange agreement and combined this note with two other notes held by the same lender and issued a new note to the lender. | | | - | | | | 6,496 | |
On June 3, 2014, the Company sold a note with a principal purchase price of $10,000. This note matured on June 2, 2015. Interest accrued at the rate of 8% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the holder of this note, all principal, accrued but unpaid interest and all other payments due under the note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the noteholder, in whole at any time and from time to time. | | | | | | | | | | | | | | | | | | During the quarter ended October 31, 2015, the Company repaid $39,534 in interest and penalties by issuing 926,204 shares of common stock. | | | - | | | | 1,500 | | | | | | | | | | | On June 6, 2014, the Company sold a note with a principal purchase price of $60,000. This note matured on June 5, 2015. Interest accrues at the rate of 8% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the noteholder, all principal, accrued but unpaid interest and all other payments due under this note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the noteholder, in whole at any time and from time to time. | | | | | | | | | | | | | | | | | | During the quarter ended October 31, 2015, the Company repaid $39,756 by issuing 587,508 shares of common stock. | | | - | | | | 39,756 | | | | | | | | | | | On June 4, 2014, a new lender assumed a $60,000 portion of existing debt. Pursuant to the original agreement, if the Company does not repay the entire balance of the maturity date, June 15, 2014, the note shall
accrue interest at 22% per annum. | | | | | | | | | | | | | | | | | | The note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original note. | | | | | | | | | | | | | | | | | | As of January 31, 2016, the Company was in default on this note. | | | 472,568 | | | | 472,568 | | | | | | | | | | | On June 6, 2014, the Company sold a note with a principal purchase price of $60,000. This note matured on June 5, 2015. Interest accrues at the rate of 8% per annum, compounding daily. This note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the five (5) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original note. | | | | | | | | | | | | | | | | | | During the quarter ended October 31, 2015, the Company repaid $36,510 by issuing 543,404 shares of common stock. | | | - | | | | 36,510 | | | | | | | | | | | On August 15, 2014, the Company sold a non interest bearing note with a principal purchase price of $66,000. This note was due on August 15, 2015. This note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 50% of the lowest trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original note. | | | | | | | | | | | | | | | | | | As of January 31, 2016, the Company was in default on this note. | | | 68,000 | | | | 68,000 | |
On August 26, 2014, a new Investor purchased from an original noteholder, a convertible note with a face value of $48,000 dated October 8, 2013, with a present balance of $62,234, including accrued interest. The terms of the original note remain the same. | | | | | | | | | | | | | | | | | | Pursuant to the Master Note, the Investor held the right, solely in the Investor’s discretion, to subsequently purchase up to eight (8) additional promissory notes (each, an “Additional Note”, the Master Note and each additional note collectively, the “Notes”), at any time from the date of issuance of the Master Note until October 10, 2014. Each Additional Note had a principal balance of $22,000 and had a purchase price of $20,000, and an original issue discount of $2,000. | | | | | | | | | | | | | | | | | | Pursuant to the Master Note, if the Company repays the entire balance of each of the Notes prior to the prepayment opportunity date (as defined in the Master Note), the Company shall pay an interest rate equal to 0% per annum. If the Company does not repay the entire balance of each Note prior to the prepayment opportunity date each Note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note. | | | | | | | | | | | | | | | | | | Each of the notes is convertible, at any time after the date six months from the Purchase Price Date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the Master Note. | | | | | | | | | | | | | | | | | | As of January 31, 2016, this note was in default. | | | 705,946 | | | | 705,946 | | | | | | | | | | | On August 27, 2014, the Company sold a 12% Convertible Redeemable Note in the principal amount of $160,000 pursuant to a Securities Purchase Agreement. The Note matured on March 27, 2015. | | | | | | | | | | | | | | | | | | The Note may be converted into common stock of the Company at any time beginning on the 1st day of the date of the Note at a price equal to the lesser of (i) $0.01 or (ii) 60% of the lowest intraday bid price of the common stock as reported on OTCQB, for the five prior trading days. | | | | | | | | | | | | | | | | | | As of January 31, 2016, this note was in default. | | | 233,707 | | | | 233,707 | | | | | | | | | | | On October 2, 2014, the Company sold a 12% Convertible Redeemable Note in the principal amount of $58,000 pursuant to a Securities Purchase Agreement. The Note matured on May 2, 2015. | | | | | | | | | | | | | | | | | | This note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 40% of the lowest bid price for the thirty (30) trading days immediately preceding the conversion, subject to certain adjustment as further described in the note agreement. | | | | | | | | | | | | | | | | | | During the six months ended January 31, 2016, the Company repaid $22,268 by issuing 6,433,892 shares of common stock. As of January 31, 2016, this note was in default. | | | 3,462 | | | | 25,730 | |
On October 17, 2014, the Company sold a 1% Convertible Redeemable Note in the principal amount of $500,000 pursuant to a Securities Purchase Agreement. | | | | | | | | | | | | | | | | | | This note matured on April 17, 2015. This note may be converted into common stock of the Company at any time beginning on the 1st day of the date of this note at a price equal to 56% of the lowest intraday bid price of the common stock as reported on OTCQB, for the five prior trading days. | | | | | | | | | | | | | | | | | | As of January 31, 2016, this note was in default. | | | 500,000 | | | | 500,000 | | | | | | | | | | | On November 28, 2014, the Company executed a convertible note payable in the amount of $800,000, which matured on May 28, 2015, bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. | | | | | | | | | | | | | | | | | | As of January 31, 2016, this note was in default. | | | 800,000 | | | | 800,000 | | | | | | | | | | | On March 11, 2015, the Company executed a convertible note payable in the amount of $100,000 payable on September 5, 2015 bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. | | | | | | | | | | | | | | | | | | As of January 31, 2016, this note was in default. | | | 100,000 | | | | 100,000 | | | | | | | | | | | On September 17, 2015, the Company entered into a Settlement Agreement with a lender. In accordance with the Settlement Agreement, the Company agreed to issue to the lender a convertible promissory note in the principal amount of $240,500, in exchange for the return and cancellation of certain outstanding debt held by the lender. The debt was comprised of an aggregate of $240,500 of principal and interest on i) a convertible debenture in the original principal amount of $60,000 issued to the lender on April 30, 2013, ii) a senior secured convertible promissory note with an original
principal balance of $100,000, which the lender had assumed from an individual on June 17, 2013, and iii) a convertible note with an original principal amount of $42,000 issued to the lender on March 31, 2014. | | | | | | | | | | | | | | | | | | The note is convertible into shares of the Company’s common stock at a price per share equal to fifty percent (50%) of the lowest closing bid price or closing sale price for a share of common stock during the ten (10) consecutive trading days immediately preceding the date of conversion. No effect shall be given to conversions that would result in the lender holding an aggregate of more than 4.99% of the Company’s outstanding Common Stock. If at any time after September 17, 2015 the Company issues or sells any shares of Common Stock for consideration per share lower than the conversion price the conversion price in effect shall be reduced to the new issuance price. | | | | | | | | | | | | | | | | | | During the three months ended January 31, 2016, the Company repaid $70,000 by issuing 2,000,000 shares of common stock. This note matured on December 3, 2015. As of January 31, 2016, this note was in default. | | | 170,500 | | | | - | |
On October 27, 2015, the Company executed a convertible note payable in the amount of $25,000 payable on April 26, 2016 bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. | | | 25,000 | | | | - | | | | | | | | | | | On September 10, 2015, an investor acquired a note with a principal balance of $43,671 from the original investor. In accordance with the terms of the original note, this note may be converted into common stock of the Company at any time after the maturity date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid at any time before the maturity date, the conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice to the Company. | | | | | | | | | | | | | | | | | | During the six months ended January 31, 2016, the Company repaid $43,671 by issuing 87,456,860 shares of common stock. | | | - | | | | - | | | | | | | | | | | On December 4, 2015, the Company executed a convertible note payable in the amount of $74,250 payable on June 4, 2016 bearing interest at 12% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. The note was issued with an original issue discount of $6,750. This note is convertible into the Company’s common stock at a variable conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share. | | | 74,250 | | | | - | | | | | | | | | | | On December 7, 2015, an investor purchased a portion of a note and the related accrued interest, totaling $89,915. In accordance with the original terms of the note, the note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note. | | | | | | | | | | | | | | | | | | Each note is convertible, at any time after the date six months from the purchase price date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the note. During the three months ended January 31, 2016, the Company repaid $41,623 in principal by issued 3,519,581 shares of the Company’s common stock. | | | 48,292 | | | | - | | | | | | | | | | | On December 31, 2015, the Company executed a convertible note payable in the amount of $82,500, payable on September 31, 2016, bearing interest at 12% per annum. The note was issued with an original issue discount of $7,500. This note is convertible into the Company’s common stock at a variable conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share. | | | 82,500 | | | | - | | | | | | | | | | | Total | | | 3,505,740 | | | | 3,379,185 | | Less: debt discounts | | | (442,116 | ) | | | (1,652,229 | ) | Plus: amortization of discounts | | | 323,655 | | | | 1,629,462 | | Total convertible notes payable | | $ | 3,387,279 | | | $ | 3,356,418 |
|
X |
- DefinitionTabular disclosure of borrowings which can be exchanged for a specified number of another security at the option of the issuer or the holder. Disclosures include, but are not limited to, principal amount, amortized premium or discount, and amount of liability and equity components.
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v3.3.1.900
Derivative Liability (Tables)
|
6 Months Ended |
Jan. 31, 2016 |
Derivative Liability [Abstract] |
|
Schedule of fair value of derivative liability |
| | July 31, 2015 | | | Issuances / changes | | | January 31, 2016 | | Shares of common stock issuable upon exercise of debt | | | 110,297,625 | | | | 207,641,753 | | | | 317,939,378 | | Estimated market value of common stock on measurement date | | $ | 0.03 | | | $ | 0.01 | | | $ | 0.034 | | Exercise price | | $ | 0.07 | | | $ | 0.023 | | | $ | 0.01 | | Risk free interest rate | | | 0.33 | % | | | 0.01% to 0.11 | % | | | 0.40 | % | Expected dividend yield | | | 0.00 | % | | | 0.00 | % | | | 0.00 | % | Expected volatility | | | 384.93 | % | | | 118.60% to 693.3 | % | | | 341.12 | % | Expected exercise term in years | | | 0.8333 | | | | 0.00 | | | | 0.00 | |
|
Summary of change in fair values of the derivative liabilities |
Fair value of derivative liabilities at July 31, 2015 | | $ | 1,203,607 | | Conversion of derivative liabilities | | | (426,297 | ) | Change in fair value of derivative liabilities | | | 2,352,805 | | Fair value of derivative liabilities at January 31, 2016 | | $ | 3,130,115 |
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v3.3.1.900
Convertible Notes Payable (Details) - USD ($)
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
$ 3,505,740
|
$ 3,379,185
|
Less: debt discounts |
(442,116)
|
(1,652,229)
|
Plus: amortization of discounts |
323,655
|
1,629,462
|
Total convertible notes payable |
$ 3,387,279
|
3,356,418
|
Note One [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
|
100,000
|
Note Two [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
$ 17,320
|
35,720
|
Note Three [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
|
37,554
|
Note Four [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
$ 116,160
|
72,027
|
Note Five [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
13,035
|
68,671
|
Note Six [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
$ 75,000
|
75,000
|
Note Seven [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
|
6,496
|
Note Eight [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
|
1,500
|
Note Nine [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
|
39,756
|
Note Ten [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
$ 472,568
|
472,568
|
Note Eleven [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
|
36,510
|
Note Twelve [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
$ 68,000
|
68,000
|
Note Thirteen [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
705,946
|
705,946
|
Note Fourteen [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
233,707
|
233,707
|
Note Fifteen [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
3,462
|
25,730
|
Note Sixteen [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
500,000
|
500,000
|
Note Seventeen [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
800,000
|
800,000
|
Note Eighteen [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
100,000
|
$ 100,000
|
Note Nineteen [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
170,500
|
|
Note Twenty [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
25,000
|
|
Note Twenty One [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
74,250
|
|
Note Twenty Two [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
48,292
|
|
Note Twenty Three [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible notes payable, total |
$ 82,500
|
|
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v3.3.1.900
Convertible Notes Payable (Details Textual)
|
|
|
|
1 Months Ended |
3 Months Ended |
6 Months Ended |
|
Jan. 11, 2016
USD ($)
shares
|
Dec. 15, 2015
USD ($)
shares
|
Dec. 03, 2015
USD ($)
shares
|
Dec. 31, 2015
USD ($)
shares
|
Dec. 22, 2015
USD ($)
shares
|
Jan. 31, 2016
USD ($)
$ / shares
shares
|
Oct. 31, 2015
USD ($)
shares
|
Jan. 31, 2016
USD ($)
PromissoryNotes
$ / shares
shares
|
Jul. 31, 2015
USD ($)
shares
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Original issue discount |
|
|
|
|
|
$ 442,116
|
|
$ 442,116
|
$ 1,652,229
|
Convertible shares | shares |
1,019,581
|
1,250,000
|
2,000,000
|
1,250,000
|
409,793
|
|
|
|
|
Debt conversion, amount |
$ 11,623
|
$ 15,000
|
$ 70,000
|
$ 15,000
|
$ 4,098
|
|
$ 286,569
|
|
|
Common stock, shares issued | shares |
|
|
|
|
|
48,929,612
|
|
48,929,612
|
24,004,116
|
Note One [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Nov. 15, 2012
|
|
Principal amount |
|
|
|
|
|
$ 100,000
|
|
$ 100,000
|
|
Interest rate per annum |
|
|
|
|
|
20.00%
|
|
20.00%
|
|
Restricted common stock issued | shares |
|
|
|
|
|
|
|
2,500,000
|
|
Term of debt |
|
|
|
|
|
|
|
1 year
|
|
Collateral |
|
|
|
|
|
|
|
McBride pledged their 56,250,000 shares of the Company's common stock as collateral
|
|
Common stock transferred | shares |
|
|
|
|
|
|
|
1,000,000
|
|
Conversion price per share | $ / shares |
|
|
|
|
|
$ 0.001
|
|
$ 0.001
|
|
Convertible shares | shares |
|
|
|
|
|
|
|
100,000,000
|
|
Note Two [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Feb. 27, 2013
|
|
Principal amount |
|
|
|
|
|
$ 335,000
|
|
$ 335,000
|
|
Net of discount on convertible notes payable |
|
|
|
|
|
35,000
|
|
35,000
|
|
Funds capacity |
|
|
|
|
|
300,000
|
|
300,000
|
|
Funds Provided by loan |
|
|
|
|
|
$ 60,000
|
|
$ 60,000
|
|
Interest rate per annum |
|
|
|
|
|
12.00%
|
|
12.00%
|
|
Term of debt |
|
|
|
|
|
|
|
1 year
|
|
Conversion price per share | $ / shares |
|
|
|
|
|
$ 0.044
|
|
$ 0.044
|
|
Notice of default description |
|
|
|
|
|
|
|
One-time interest charge of 12% of the amounts outstanding.
|
|
Maximum percentage of outstanding common stock holding |
|
|
|
|
|
|
|
4.90%
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
The conversion rate per share is the lower of (i) $0.044 or (ii) 60% of the lowest trade price during the 25 trading days prior to a conversion notice.
|
|
Description of repayment terms |
|
|
|
|
|
|
|
If the Company repays all amounts outstanding under the agreement within 90 days of the execution date, there will be no interest amounts due. If it does not pay all amounts due within 90 days of the execution date, it cannot make any other prepayments of the amounts outstanding without the consent of the lender.
|
|
Repayment of debt by issuing shares of common stock |
|
|
|
|
|
|
|
$ 18,400
|
|
Common stock, shares issued | shares |
|
|
|
|
|
1,840,000
|
|
1,840,000
|
|
Note Three [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Apr. 30, 2013
|
|
Principal amount |
|
|
|
|
|
$ 60,000
|
|
$ 60,000
|
|
Interest rate per annum |
|
|
|
|
|
18.00%
|
|
18.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Apr. 30, 2014
|
|
Notice of default description |
|
|
|
|
|
|
|
Commencing five days after the occurrence of an Event of Default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture shall accrue at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law.
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
The conversion price of the Debenture is 65% of the average of the lowest three closing bid prices of the Common Stock for the twenty trading days immediately prior to the conversion date.
|
|
Accrued interest rate equal to lesser |
|
|
|
|
|
|
|
22
|
|
Note Four [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Oct. 10, 2013
|
|
Principal amount |
|
|
|
|
|
$ 48,000
|
|
$ 48,000
|
|
Purchase price of note |
|
|
|
|
|
40,000
|
|
40,000
|
|
Net of discount on convertible notes payable |
|
|
|
|
|
$ 4,000
|
|
4,000
|
|
Debt expense |
|
|
|
|
|
|
|
$ 4,000
|
|
Interest rate per annum |
|
|
|
|
|
0.00%
|
|
0.00%
|
|
Notice of default description |
|
|
|
|
|
|
|
One-time interest charge equal to 12% , applied to the outstanding balance of each note.
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
(i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion
|
|
Additional Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Oct. 10, 2014
|
|
Principal amount |
|
|
|
|
|
$ 22,000
|
|
$ 22,000
|
|
Purchase price of note |
|
|
|
|
|
20,000
|
|
20,000
|
|
Net of discount on convertible notes payable |
|
|
|
|
|
2,000
|
|
$ 2,000
|
|
Number of additional promissory notes | PromissoryNotes |
|
|
|
|
|
|
|
8
|
|
Note Five [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Jan. 08, 2014
|
|
Principal amount |
|
|
|
|
|
75,000
|
|
$ 75,000
|
|
Prepayment amount |
|
|
|
|
|
100,000
|
|
100,000
|
|
Purchase price of note |
|
|
|
|
|
$ 50,000
|
|
$ 50,000
|
|
Interest rate per annum |
|
|
|
|
|
22.00%
|
|
22.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Jul. 08, 2014
|
|
Principal sold to another investor |
|
|
|
|
|
$ 43,671
|
|
$ 43,671
|
|
Conversion price after maturity | $ / shares |
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
Conversion price before maturity | $ / shares |
|
|
|
|
|
$ 0.00001
|
|
$ 0.00001
|
|
Notice of default description |
|
|
|
|
|
|
|
Such limitations on conversion may be waived by the noteholder upon with not less than 61 days' prior notice to the Company.
|
|
Maximum percentage of outstanding common stock holding |
|
|
|
|
|
|
|
4.99%
|
|
Repayment of debt by issuing shares of common stock |
|
|
|
|
|
|
|
$ 11,965
|
|
Common stock, shares issued | shares |
|
|
|
|
|
119,660
|
|
119,660
|
|
Note Six [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Mar. 31, 2014
|
|
Principal amount |
|
|
|
|
|
$ 42,000
|
|
$ 42,000
|
|
Purchase price of note |
|
|
|
|
|
$ 30,000
|
|
$ 30,000
|
|
Interest rate per annum |
|
|
|
|
|
15.00%
|
|
15.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Sep. 30, 2014
|
|
Conversion price after maturity | $ / shares |
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
Note Seven [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Jun. 03, 2014
|
|
Principal amount |
|
|
|
|
|
$ 10,000
|
|
$ 10,000
|
|
Interest rate per annum |
|
|
|
|
|
8.00%
|
|
8.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Jun. 02, 2015
|
|
Conversion price after maturity | $ / shares |
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
Interest and penalties | shares |
|
|
|
|
|
|
926,204
|
|
|
Repayment of debt by issuing shares of common stock |
|
|
|
|
|
|
$ 39,534
|
|
|
Note Eight [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Jun. 06, 2014
|
|
Principal amount |
|
|
|
|
|
$ 60,000
|
|
$ 60,000
|
|
Interest rate per annum |
|
|
|
|
|
8.00%
|
|
8.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Jun. 05, 2015
|
|
Conversion price after maturity | $ / shares |
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
Repayment of debt by issuing shares of common stock |
|
|
|
|
|
|
$ 39,756
|
|
|
Common stock, shares issued | shares |
|
|
|
|
|
|
587,508
|
|
|
Note Nine [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Jun. 04, 2014
|
|
Principal amount |
|
|
|
|
|
$ 60,000
|
|
$ 60,000
|
|
Interest rate per annum |
|
|
|
|
|
22.00%
|
|
22.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Jun. 15, 2014
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
(i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion
|
|
Note Ten [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Jun. 06, 2014
|
|
Principal amount |
|
|
|
|
|
$ 60,000
|
|
$ 60,000
|
|
Interest rate per annum |
|
|
|
|
|
8.00%
|
|
8.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Jun. 05, 2015
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
(i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the five (5) trading days immediately preceding the conversion
|
|
Repayment of debt by issuing shares of common stock |
|
|
|
|
|
|
$ 36,510
|
|
|
Common stock, shares issued | shares |
|
|
|
|
|
|
543,404
|
|
|
Note Eleven [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Aug. 15, 2014
|
|
Principal amount |
|
|
|
|
|
$ 66,000
|
|
$ 66,000
|
|
Date of maturity |
|
|
|
|
|
|
|
Aug. 15, 2015
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
(i) the outstanding balance divided by (ii) 50% of the lowest trade price in the twenty-five (25) trading days immediately preceding the conversion
|
|
Note Twelve [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Aug. 26, 2014
|
|
Principal amount |
|
|
|
|
|
48,000
|
|
$ 48,000
|
|
Current principal balance |
|
|
|
|
|
62,234
|
|
62,234
|
|
Additional amount |
|
|
|
|
|
|
|
22,000
|
|
Purchase price of note |
|
|
|
|
|
$ 20,000
|
|
$ 20,000
|
|
Interest rate per annum |
|
|
|
|
|
0.00%
|
|
0.00%
|
|
Notice of default description |
|
|
|
|
|
|
|
One-time interest charge equal to 12%, applied to the outstanding balance of each note.
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
(i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion
|
|
Number of additional promissory notes | PromissoryNotes |
|
|
|
|
|
|
|
8
|
|
Note Thirteen [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Aug. 27, 2014
|
|
Principal amount |
|
|
|
|
|
$ 160,000
|
|
$ 160,000
|
|
Interest rate per annum |
|
|
|
|
|
12.00%
|
|
12.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Mar. 27, 2015
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
1st day of the date of the Note at a price equal to the lesser of (i) $0.01 or (ii) 60% of the lowest intraday bid price of the common stock as reported on OTCQB, for the five prior trading days.
|
|
Note Fourteen [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Oct. 02, 2014
|
|
Principal amount |
|
|
|
|
|
$ 58,000
|
|
$ 58,000
|
|
Interest rate per annum |
|
|
|
|
|
12.00%
|
|
12.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
May 02, 2015
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
(i) the outstanding balance divided by (ii) 40% of the lowest bid price for the thirty (30) trading days immediately preceding the conversion
|
|
Repayment of debt by issuing shares of common stock |
|
|
|
|
|
|
|
$ 22,268
|
|
Common stock, shares issued | shares |
|
|
|
|
|
6,433,892
|
|
6,433,892
|
|
Note Fifteen [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Oct. 17, 2014
|
|
Principal amount |
|
|
|
|
|
$ 500,000
|
|
$ 500,000
|
|
Interest rate per annum |
|
|
|
|
|
1.00%
|
|
1.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Apr. 17, 2015
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
1st day of the date of this note at a price equal to 56% of the lowest intraday bid price of the common stock as reported on OTCQB, for the five prior trading days.
|
|
Note Sixteen [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Nov. 28, 2014
|
|
Principal amount |
|
|
|
|
|
$ 800,000
|
|
$ 800,000
|
|
Interest rate per annum |
|
|
|
|
|
1.00%
|
|
1.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
May 28, 2015
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
Conversion price equal to 56% of the market value at the time of conversion.
|
|
Note Seventeen [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Mar. 11, 2015
|
|
Principal amount |
|
|
|
|
|
$ 100,000
|
|
$ 100,000
|
|
Interest rate per annum |
|
|
|
|
|
1.00%
|
|
1.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Sep. 05, 2015
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
Conversion price equal to 56% of the market value at the time of conversion.
|
|
Note Nineteen [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Sep. 17, 2015
|
|
Principal amount |
|
|
|
|
|
$ 240,500
|
|
$ 240,500
|
|
Interest rate per annum |
|
|
|
|
|
10.00%
|
|
10.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Dec. 03, 2015
|
|
Maximum percentage of outstanding common stock holding |
|
|
|
|
|
|
|
4.99%
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
The note is convertible into shares of the Company's common stock at a price per share equal to fifty percent (50%) of the lowest closing bid price or closing sale price for a share of common stock during the ten (10) consecutive trading days immediately preceding the date of conversion.
|
|
Repayment of debt by issuing shares of common stock |
|
|
|
|
|
$ 70,000
|
|
|
|
Common stock, shares issued | shares |
|
|
|
|
|
2,000,000
|
|
2,000,000
|
|
Convertible debenture |
|
|
|
|
|
$ 60,000
|
|
$ 60,000
|
|
Senior secured convertible promissory note notes assumed |
|
|
|
|
|
100,000
|
|
100,000
|
|
Convertible note with an original principal amount |
|
|
|
|
|
42,000
|
|
$ 42,000
|
|
Note Twenty [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Oct. 27, 2015
|
|
Principal amount |
|
|
|
|
|
$ 25,000
|
|
$ 25,000
|
|
Interest rate per annum |
|
|
|
|
|
1.00%
|
|
1.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Apr. 26, 2016
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
Conversion price equal to 56% of the market value at the time of conversion.
|
|
Note Twenty One [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Sep. 10, 2015
|
|
Conversion price after maturity | $ / shares |
|
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
Conversion price before maturity | $ / shares |
|
|
|
|
|
$ 0.00001
|
|
$ 0.00001
|
|
Notice of default description |
|
|
|
|
|
|
|
Such limitations on conversion may be waived by the noteholder upon with not less than 61 days' prior notice to the Company.
|
|
Maximum percentage of outstanding common stock holding |
|
|
|
|
|
|
|
4.99%
|
|
Repayment of debt by issuing shares of common stock |
|
|
|
|
|
|
|
$ 43,671
|
|
Common stock, shares issued | shares |
|
|
|
|
|
87,456,860
|
|
87,456,860
|
|
Note Twenty Two [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Dec. 04, 2015
|
|
Principal amount |
|
|
|
|
|
$ 74,250
|
|
$ 74,250
|
|
Interest rate per annum |
|
|
|
|
|
12.00%
|
|
12.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Jun. 04, 2016
|
|
Convertible shares |
|
|
|
|
|
|
|
conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share.
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
Conversion price equal to 56% of the market value at the time of conversion.
|
|
Note Twenty Three [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Dec. 07, 2015
|
|
Principal amount |
|
|
|
|
|
$ 89,915
|
|
$ 89,915
|
|
Notice of default description |
|
|
|
|
|
|
|
One-time interest charge equal to 12%, applied to the outstanding balance of each note.
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
The outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion.
|
|
Repayment of debt by issuing shares of common stock |
|
|
|
|
|
$ 41,623
|
|
|
|
Common stock, shares issued | shares |
|
|
|
|
|
3,519,581
|
|
3,519,581
|
|
Note Twenty Four [Member] |
|
|
|
|
|
|
|
|
|
Convertible Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Issue date |
|
|
|
|
|
|
|
Dec. 31, 2015
|
|
Principal amount |
|
|
|
|
|
$ 82,500
|
|
$ 82,500
|
|
Interest rate per annum |
|
|
|
|
|
12.00%
|
|
12.00%
|
|
Date of maturity |
|
|
|
|
|
|
|
Sep. 30, 2016
|
|
Conversion of stock, Description |
|
|
|
|
|
|
|
Conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share.
|
|
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v3.3.1.900
Derivative Liability (Details) - $ / shares
|
6 Months Ended |
12 Months Ended |
Jan. 31, 2016 |
Jul. 31, 2015 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] |
|
|
Shares of common stock issuable upon exercise of debt |
317,939,378
|
110,297,625
|
Estimated market value of common stock on measurement date |
$ 0.034
|
$ 0.03
|
Exercise price |
$ 0.01
|
$ 0.07
|
Risk free interest rate |
0.40%
|
0.33%
|
Expected dividend yield |
0.00%
|
0.00%
|
Expected volatility |
341.12%
|
384.93%
|
Expected exercise term in years |
0 years
|
9 months 30 days
|
Issuances / Changes [Member] |
|
|
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] |
|
|
Shares of common stock issuable upon exercise of debt |
207,641,753
|
|
Estimated market value of common stock on measurement date |
$ 0.01
|
|
Exercise price |
$ 0.023
|
|
Expected dividend yield |
0.00%
|
|
Expected exercise term in years |
0 years
|
|
Issuances / Changes [Member] | Minimum [Member] |
|
|
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] |
|
|
Risk free interest rate |
0.01%
|
|
Expected volatility |
118.60%
|
|
Issuances / Changes [Member] | Maximum [Member] |
|
|
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] |
|
|
Risk free interest rate |
0.11%
|
|
Expected volatility |
693.30%
|
|
X |
- DefinitionAgreed upon price fair value of estimated market value.
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v3.3.1.900
Derivative Liability (Details 1)
|
6 Months Ended |
Jan. 31, 2016
USD ($)
|
Derivative Liability [Abstract] |
|
Fair value of derivative liabilities at July 31, 2015 |
$ 1,203,607
|
Conversion of derivative liabilities |
(426,297)
|
Change in fair value of derivative liabilities |
2,352,805
|
Fair value of derivative liabilities at January 31, 2016 |
$ 3,130,115
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v3.3.1.900
Equity (Details) - USD ($)
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
12 Months Ended |
|
Jan. 11, 2016 |
Dec. 15, 2015 |
Dec. 03, 2015 |
Sep. 15, 2015 |
Sep. 01, 2015 |
Dec. 31, 2015 |
Dec. 22, 2015 |
Sep. 22, 2015 |
Oct. 31, 2015 |
Jul. 31, 2015 |
Jul. 31, 2014 |
Jan. 31, 2016 |
Equity (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
|
|
|
|
1,000,000
|
|
1,000,000
|
Common Stock, Shares Authorized |
|
|
|
|
|
|
|
|
|
5,000,000,000
|
|
5,000,000,000
|
Common stock for services, Shares |
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
Common stock issued for services value |
|
|
|
$ 220,000
|
|
|
|
|
|
|
|
|
Common Stock Issued For Endorsement Contracts Shares |
|
|
|
|
|
|
|
50,000
|
|
|
|
|
Common stock bonus, shares |
|
|
|
|
|
|
|
40,000
|
|
|
|
|
Common stock bonus, value |
|
|
|
|
|
|
|
$ 5,600
|
|
|
|
|
Share-based compensation arrangement by share-based payment award, options, exercises |
|
|
|
|
|
|
|
|
5,000,000
|
|
|
|
Number of Warrants Exercised |
|
|
|
|
|
|
|
|
221,159
|
|
|
|
Conversion of common stock, shares |
|
|
|
|
|
|
|
|
12,836,122
|
|
|
|
Debt conversion, amount |
$ 11,623
|
$ 15,000
|
$ 70,000
|
|
|
$ 15,000
|
$ 4,098
|
|
$ 286,569
|
|
|
|
Common stock conversion into convertible notes, shares |
1,019,581
|
1,250,000
|
2,000,000
|
|
|
1,250,000
|
409,793
|
|
|
|
|
|
July 31, 2015 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
Equity (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued, shares |
|
|
|
|
|
|
|
10,000
|
|
|
|
|
Consultant One [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
Equity (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock for services, Shares |
|
|
|
|
100,000
|
|
|
|
|
|
|
|
Common stock issued for services value |
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
|
Consultant Two [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
Equity (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock for services, Shares |
|
|
|
|
10,000
|
|
|
|
|
|
|
|
Common stock issued for services value |
|
|
|
|
$ 2,500
|
|
|
|
|
|
|
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v3.3.1.900
Subsequent Events (Details) - USD ($)
|
|
|
1 Months Ended |
3 Months Ended |
Mar. 10, 2016 |
Mar. 01, 2016 |
Feb. 29, 2016 |
Oct. 31, 2015 |
Subsequent Event [Line Items] |
|
|
|
|
Conversion of common stock, shares |
|
|
|
12,836,122
|
Subsequent Event [Member] |
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
Reverse stock split description |
|
|
The Company completed a 1 for 100 reverse stock split.
|
|
Conversion of common stock, shares |
2,690,381
|
2,423,330
|
|
|
Conversion of common stock |
$ 5,049
|
$ 4,798
|
|
|
X |
- DefinitionThe value of the stock converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
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