Convertible Notes Payable

3 Months Ended

Jun. 30, 2015

During the three months ended June 30, 2015, we received advances from View Ventures, Inc. totaling $113,806. Vista View Ventures paid the advances to KM Delaney and Associates ("KMDA"), and subsequently by KMDA to the Company on behalf of Vista View Ventures, Inc. These advances are typically converted to convertible notes on a quarterly basis as discussed below.

Convertible notes payable consisted of the following at June 30, 2015 and March 31, 2015:

	June 30, 2015			March 31, 2015
Convertible note in the original principal amount of $249,565, issued September 30, 2014 and due September 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.20 per share	$	—		$	249,565
Convertible note in the original principal amount of $120,287, issued December 31, 2014 and due December 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.08 per share.		120,287			120,287
Convertible note in the original principal amount of $73,979, issued March 31, 2015 and due March 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.11 per share.		73,979			73,979
Convertible note in the original principal amount of $113,806, issued June 30, 2105 and due June 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.03 per share.		113,806			—
Total convertible notes payable		308,072			443,831

Less: discount on noncurrent convertible notes payable		(298,842	)		(427,244	)
Long-term convertible notes payable, net of discount	$	9,230			16,587

All of the above notes are unsecured. All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.99% of the Company's common stock.

Convertible notes issued

During the three months ended June 30, 2015, the Company has signed Convertible Promissory Notes totaling $113,806 with Vista View Ventures Inc. that refinance non-interest bearing advances into convertible notes payable. These notes are payable at maturity and bear interest at ten percent per year. The holder of the notes may not convert the convertible promissory note into common stock if that conversion would result in the holder owning more than 4.99% of the Company's outstanding common stock on the conversion date. The convertible promissory notes are convertible into common stock at the option of the holder.

Date Issued	Maturity Date	Interest Rate			Conversion Rate		Amount of Note
June 30, 2015	June 30, 2017		10	%	$	0.03	$	113,806
Total							$	113,806

We evaluated the terms on the new note in accordance with ASC Topic No 815-40, Derivatives and Hedging – Contracts in Entity's Own Stock, and determined that the underling common stock is indexed to our common stock. We determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. We evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date the note was issued, and deemed it less than the market value of underlying common stock at the inception of the note. Therefore, we recognized a beneficial conversion feature of $113,806 on June 30, 2015. The beneficial conversion feature was recorded as increase in additional paid-in capital and a discount to the convertible note payable. During the three months ended June 30, 2015 and 2014, we amortized beneficial conversion discounts of $242,208 and $0, respectively, to interest expense.

Conversions to Common Stock

During three months ended June 30, 2015, the holders of the Convertible Note Payable dated September 30, 2014 converted principal and accrued interest in the amounts show below into share of common stock at a rate of $0.20 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.

Date	Amount Converted		Number of Shares Issued		Discount amortized to interest expense
April 14, 2015	$	80,000		400,000	$	62,851
April 23, 2015		60,000		300,000		56,005
April 24, 2015		80,000		400,000		75,176
May 22, 2015		43,784		218,923		40,368
Total	$	263,784		1,318,923		234,400

Taylor Consulting Inc. 10-Q