14. Convertible Promissory Note Payable | 3 Months Ended |
Sep. 30, 2013 |
Notes to Financial Statements | ' |
14. Convertible Promissory Note Payable | ' |
May 1, 2012 Convertible Promissory Note Payable |
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On May 1, 2012, the Company issued a two-year, 10% convertible promissory note in the amount of $150,000. After 121 days from the issue date, the holder can convert any unpaid principal and accrued interest into common shares of the Company. Between 121 days and 150 days from the issue date, the conversion price per share shall be $0.25; from 151 days to 180 days from the issue date, the conversion price shall be $0.20; anytime thereafter the conversion price shall be $0.15, subject to adjustment as defined. |
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The investor also was issued a five year common stock purchase warrant for the purchase of up to 480,000 shares of the Company’s common stock, at a price per share of $0.40, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise. |
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In connection with this financing, the investment banker received 40,000 shares of the Company’s common stock. |
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Convertible Promissory Note Payable Beneficial Conversion Feature |
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As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability. The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value. |
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The Company calculated the value of the conversion feature as of May 1, 2012 at $45,251, based upon the Black Scholes model, and has reflected this as a discount against the convertible promissory note, |
amortizable as interest expense over two years. The Company recorded $5,656 and $5,656 in amortization expense for the three months ended September 30, 2013 and 2012, respectively. |
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Pursuant to the terms of this convertible promissory note payable, since the note was not repaid by February 15, 2013, the conversion price of the note payable was reduced from $0.15 to $.10, per share. |
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The Company calculated the value of the conversion feature, recording a loss on the change in fair market value of $120,084 for the three months ended September 30, 2013. |
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In December 2013, $50,000 of the principal of the promissory note, plus interest accrued on a default basis, of $22,271 was converted to 722,711 shares of the Company’s common stock. |
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In February 2014, $50,000 of the principal of the promissory note, plus interest accrued on a default basis, of $25,548 was converted to 755,480 shares of the Company’s common stock. |
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Warrants |
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As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance. Under the terms of the subsequent June 10, 2013 convertible promissory note, the warrant price was reduced to $.15. |
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The warrant was valued as of May 1, 2012 at $100,431, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.22, per share, the risk free interest rate of .84% and the expected volatility of 108.93%. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. |
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For the three months ended September 30, 2013 and 2012, the Company recorded $12,554 and $12,554 in interest expense, respectively. |
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The Company calculated the value of the warrants recording a loss on the change in fair market value of $40,167 as of September 30, 2013. |
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July 17, 2012 Convertible Promissory Notes |
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On July 17, 2012, the Company sold $50,000 of 10% convertible promissory notes. Warrants to purchase an aggregate of 194,500 shares of the Company’s common stock were issued in conjunction with these financings. In connection with these financings, the investment banker received a 10% promissory note for $6,000 and a warrant to purchase 34,500 shares of the Company’s common stock, under the same terms as the other notes sold, as payment for commissions on the financing. In addition, the investment banker received 22,253 shares of the Company’s common stock as commission. |
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Convertible Promissory Note Payable Beneficial Conversion Feature |
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The Company calculated the value of the beneficial conversion feature as of July 17, 2012 at $49,288, based upon the Black Scholes model. Since the fair value of the conversion feature exceeded the remaining proceeds to be allocated, the Company has reflected $2,749, as a discount against the convertible promissory note, amortizable as interest expense over two years. The excess of the value of the conversion feature over the proceeds was $46,539, which was recorded as interest expense on July 17, 2012. The Company recorded $344 and $282 in amortization expense for the three months ended September 30, 2013 and 2012. |
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Pursuant to the terms of one of the convertible promissory notes payable for $15,000 the note was not repaid by February 15, 2013, and the conversion price of that note payable was reduced from $0.15 to $.10, per share. |
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In September 2013, $20,000 of the principal of the promissory notes, and $2,259 in interest were repaid as a result of converting the debt to 222,574 shares of the Company’s common stock. |
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In September 2013, $6,000 of the principal of the promissory notes issued to the investment banker, and $667 in interest were repaid as a result of converting the debt to 66,677 shares of the Company’s common stock. |
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In July 2013, $15,000 of the principal of the promissory notes, and $1,467 in interest were repaid as a result of converting the debt to 164,671 shares of the Company’s common stock. |
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The Company calculated the value of the conversion feature at September 30, 2013 of the remaining notes totaling $15,000 and recorded a gain on the change in fair market value of $15,213. In addition, the discount on the $41,000 notes which were converted was fully amortized as of September 30, 2013. |
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Warrants |
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The warrants were valued as of July 17, 2012 at $53,251, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.30, per share, the risk free interest rate of .76% and the expected volatility of 148.12%. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. The Company recorded $6,656 and $5,456 in interest expense for the three months ended September 30, 2013 and 2012. |
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In connection with the subsequent June 10, 2013 financing, the warrant price was reduced to $0.15. The Company calculated the value of the warrants at September 30, 2013, recording a loss on the change in fair market value of $16,772 as of September 30, 2013. |
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October 15, 2012 Convertible Promissory Notes |
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On October 15, 2012, the Company sold $39,015, of the 10% convertible promissory notes. Warrants to purchase an aggregate of 78,030 shares of the Company’s common stock were issued in conjunction with these financings. A $4,000, 10% convertible promissory note, without warrants, was also issued to the investment banker for fees pursuant to this investment. |
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Convertible Promissory Note Payable Beneficial Conversion Feature |
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The Company calculated the value of the beneficial conversion feature as of October 15, 2012 for the $39,015 note at $19,876, based upon the Black Scholes model. The Company recorded $2,485 in amortization expense of the discount for the three months ended September 30, 2013. |
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The Company calculated the value of the conversion feature at September 30, 2013, recording a loss on the change in fair market value of $19,788. |
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The Company calculated the value of the beneficial conversion feature as of October 15, 2012 for the $4,000 note at $2,038, based upon the Black Scholes model. The Company recorded $255 in amortization expense of the discount for the three months ended September 30, 2013. |
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The Company calculated the value of the conversion feature at September 30, 2013, recording a loss on the change in fair market value of $1,683. |
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In November 2013, the $4,000, 10% convertible promissory note and interest of $423 were converted into 44,423 shares of the Company’s common stock. |
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Warrants |
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The warrants were valued as of October 15, 2012 at $13,146, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.24, per share, the risk free interest rate of .71% and the expected volatility of 105.60%. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. The Company recorded $1,643 in interest expense for the three months ended September 30, 2013. |
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The Company calculated the value of the warrants at September 30, 2013, recording a loss on the change in fair market value of $2,697. |
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May 28, 2013 Convertible Promissory Note Payable |
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On May 28, 2013, the Company sold an additional $59,000 of the 10% convertible promissory notes. In connection with this note, the Company agreed to hold 2,000,000 of its common stock as collateral for the note payable. |
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The Company calculated the value of the beneficial conversion feature as of May 28, 2013 at $29,817, based upon the Black Scholes model. The Company recorded $3,727 in amortization expense for the three months ended September 30, 2013. |
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The Company calculated the value of the conversion feature at September 30, 2013, recording a loss on the change in fair market value of $24,265. |
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No warrants were granted with this convertible promissory note payable. |
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June 10, 2013 Convertible Promissory Note Payable |
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On June 10, 2013, under the Agreement, the Company issued a two-year, 10% convertible promissory note in the amount of $20,000 to an investor. After 121 days from the issue date, the holder can convert any unpaid principal and accrued interest into common shares of the Company. Between 121 days and 210 days from the issue date, the conversion price per share shall be $0.15; after 210 days from the issue date, the conversion price shall be $0.10; subject to adjustment as defined. The investor also was issued a five year common stock purchase warrant for the purchase of up to 133,334 shares of the Company’s common stock, at a price per share of $0.15, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise. In addition if, while the warrant is outstanding, the Company effects a merger or consolidation, sells all of its assets or enters into other specifically defined transactions, the warrant will be exercisable into shares of the surviving entity as defined |
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Convertible Promissory Note Payable Beneficial Conversion Feature |
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As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability. The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value. |
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The Company calculated the value of the conversion feature as of June 10, 1013 at $9,108, however, the excess of the value of the conversion feature over the proceeds was $3,318, which was recorded as interest expense on June 10, 2013 and $5,790, based upon the Black Scholes model, and has been reflected as a discount against the convertible promissory note, amortizable as interest expense over two years. The Company recorded $724 in amortization expense for the three months ended September 30, 2013. |
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The Company calculated the value of the conversion feature, recording a loss on the change in fair market value of $2,683 as of September 30, 2013. |
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Warrants |
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As part of the issuance of certain convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance. |
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The warrant was valued as of June 10, 2013 at $14,210, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.135, per share, the risk free interest rate of 1.20% and the expected volatility of 111.47%. This value has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. For the three months ended September 30, 2013, the Company recorded $1,760 in interest expense. |
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The Company calculated the value of the warrants recording a loss on the change in fair market value of $16,192 as of September 30, 2013. |
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July 2, 2013 Convertible Promissory Note Payable |
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On July 2, 2013, the Company issued four two-year, 10% convertible promissory notes in the amount of $10,000 each. The investors also were each issued a five year common stock purchase warrant for the purchase of up to 67,000 shares of the Company’s common stock, at a price per share of $0.15, that permits a cashless exercise in the event that the underlying shares of common stock to be issued upon exercise are not registered pursuant to an effective registration statement at the time of the exercise. |
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Convertible Promissory Note Payable Beneficial Conversion Feature |
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As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability. The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value. |
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The Company calculated the value of the conversion feature as of July 2, 2013 at $23,243, however, the excess of the value of the conversion feature over the proceeds was $19,630, which was recorded as interest expense on July 2, 2013, and $3,613, based upon the Black Scholes model, and has been reflected as a discount against the convertible promissory note, amortizable as interest expense over two years. The Company recorded $406 in amortization expense for the three months ended September 30, 2013. |
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The Company calculated the value of the conversion feature, recording a loss on the change in fair market value of $27,292 as of September 30, 2013. |
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Warrants |
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As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance. |
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The warrant was valued as of July 2, 2013 at $36,387, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.17, per share, the risk free interest rate of 1.38% and the expected volatility of 109.18%. This value has been reflected as a discount of the convertible promissory note payable and amortizable as interest expense over two years. For the three months ended September 30, 2013, the Company recorded $4,094 in interest expense. |
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The Company calculated the value of the warrants recording a loss on the change in fair market value of $19,175 as of September 30, 2013. |
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On July 2, 2013 the Company issued a five-year warrant to purchase of up to 100,000 shares of the Company’s common stock, at a price per share of $0.15, to the investment banker in payment for commissions due. |
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August 28, 2013 Convertible Promissory Note Payable |
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On August 28, 2013, the Company agreed to sell up to an aggregate of $250,000 in convertible promissory notes under a securities purchase agreement (Agreement) with an aggregate stated value equal to the purchaser’s subscription amount and a warrant to purchase up to a number of shares of common stock equal to 100% of the purchaser’s subscription amount divided by $0.15 with an exercise price of $0.15 exercisable immediately with a term of five years. The Company issued four 10% convertible promissory notes under this Agreement for an aggregate of $70,000 and warrants to purchase 469,000 shares of the Company’s common stock. |
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Convertible Promissory Note Payable Beneficial Conversion Feature |
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As part of the issuance of the convertible promissory note payable, the Company recorded a liability for the embedded beneficial conversion feature on the convertible debentures. Since the conversion feature of the note payable may be reset based upon subsequent financing, the derivative was reflected as a liability. The Company records changes in fair value at each reporting period in its consolidated statements of operations as a gain or loss associated with the change in fair market value. |
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The Company calculated the value of the conversion feature as of August 28, 2013 at $75,175, however, the excess of the value of the conversion feature over the proceeds was $75,175, which was recorded as interest expense on July 2, 2013. |
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The Company calculated the value of the conversion feature, recording a gain on the change in fair market value of $4,920 as of September 30, 2013. |
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Warrants |
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As part of the issuance of the convertible debentures, the Company recorded a liability for the issuance of detachable warrants. Although such warrants are typically considered equity instruments, the warrant agreement allows for resets of the conversion price based upon subsequent financing, therefore the warrant issuance was deemed a liability for financial reporting purposes under the accounting guidance. |
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The warrant was valued as of August 28, 2013 at $102,553, using a Black-Scholes Option Pricing Model with the stock price on day of grant, $0.26, per share, the risk free interest rate of 1.62% and the expected volatility of 109.18%. $32,553 of this value has been recorded as interest expense and $70,000 has been reflected as discount of the convertible promissory note payable, amortizable as interest expense over two years. For the three months ended September 30, 2013, the Company recorded $3,293 in interest expense. |
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The Company calculated the value of the warrants recording a gain on the change in fair market value of $4,894 as of September 30, 2013. |
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As of September 30, 2013 and June 30, 2013, the 10% Convertible Notes Payable were as follows: |
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| | 30-Sep | | | June 30, | |
2013 | 2013 |
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10% Convertible Promissory Note Payable | | $ | 397,015 | | | $ | 328,015 | |
Less: | | | | | | | | |
Beneficial Conversion Feature Discount | | | -59,953 | | | | -69,642 | |
Warrant Discount | | | -168,195 | | | | -91,809 | |
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10% Convertible Promissory Note Payable - Net | | $ | 169,867 | | | $ | 166,564 | |
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Promissory Note Payable |
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On September 6, 2012, the Company received $65,000 in loan proceeds. A promissory note was issued in the amount of $80,000, which includes interest payments of $15,000. In addition, 185,000 shares of common stock were issued as additional interest. Pursuant to the terms of the note, if the promissory note is not repaid by May 20, 2013 the Company is to use its best efforts to liquidate shares of its common stock to repay the loan. As of March 18, 2014, no payments have been made on the promissory note. |