CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2014 |
Notes to Financial Statements | ' |
CONVERTIBLE NOTES PAYABLE | ' |
Note 5: CONVERTIBLE NOTES PAYABLE |
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The following is a summary of debt instrument transactions that are relevant to the current period: |
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| | Principal Repayment/ | Unamortized | Balance at |
| Settlement/Re-issued | Note | March 31, |
Face Value | | Discount | 2014 |
| | | | |
February 2011 Secured Convertible Notes | | | | |
Senior Secured Notes, due February 24, 2014 | $ 980,830 | $ 980,830 | $ - | $ - |
| | | | |
April 2011 Secured Convertible Notes | | | | |
Senior Secured Notes, due April 4, 2014 | 215,000 | 215,000 | - | - |
| | | | |
June 2011 Secured Convertible Note | | | | |
Senior Secured Notes, due June 6, 2014 | 30,000 | 30,000 | - | - |
| | | | |
August 12, 2012 Convertible Note | | | | |
Note became due November 12, 2012 | 27,500 | 27,500 | - | - |
| | | | |
August 20, 2012 Convertible Note | | | | |
Note due August 20, 2013 | 20,000 | 20,000 | - | - |
| | | | |
October 2012 Convertible Note | | | | |
Note due October 15, 2013 | 340,000 | - | - | 340,000 |
| | | | |
November 20, 2012 Convertible Note | | | | |
Note due November 20, 2013 | 10,748 | 3,675 | - | 7,073 |
| | | | |
December 18, 2012 Convertible Note | | | | |
Note due December 14, 2013 | 50,000 | 50,000 | - | - |
| | | | |
January 5, 2013 Convertible Notes | 452,729 | 452,729 | - | - |
| | | | |
February 27, 2013 Convertible Note | | | | |
Note due February 27, 2014 | 58,500 | - | - | 58,500 |
| | | | |
April / May / November, 2013 Convertible Notes | 150,101 | 150,101 | - | - |
| | | | |
April 18, 2013 Convertible Note | | | | |
Note due December 18, 2013 | 31,688 | 31,688 | - | - |
| | | | |
May 2, 2013 Convertible Notes | 50,000 | 50,000 | - | - |
| | | | |
May 14, 2013 Convertible Note | | | | |
Note due May 14, 2014 | 126,000 | 126,000 | - | - |
| | | | |
June 27, 2013 Convertible Note | | | | |
Note due June 27, 2014 | 37,620 | - | 8,660 | 28,960 |
| | | | |
June 19, 2013 Convertible Note | | | | |
Note due June 19, 2014 | 32,000 | 32,000 | - | - |
| | | | |
July 12, 2013 Convertible Note | | | | |
Note due July 12, 2014 | 125,000 | 125,000 | - | - |
| | | | |
October, 2013 Convertible Notes | | | | |
Notes due in April, 2014 | 55,000 | 55,000 | - | - |
| | | | |
November, 2013 Convertible Notes | | | | |
Notes due in May, 2014 | 80,000 | 80,000 | - | - |
| | | | |
December, 2013 Convertible Notes I | | | | |
Notes due May, 2014 | 250,000 | 250,000 | - | - |
| | | | |
December, 2013 Convertible Notes II | | | | |
Notes due May, 2014 | 536,400 | 536,400 | - | - |
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Total | $ 3,659,116 | $ 3,215,923 | $ 8,660 | $ 434,533 |
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The following is a summary of debt instrument transactions for the year ended December 31, 2013: |
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| | Principal Repayment/ | Unamortized | Balance at |
| Settlement/Re-issued | Note | December 31, |
Face Value | | Discount | 2013 |
| | | | |
February 2011 Secured Convertible Notes | | | | |
Senior Secured Notes, due February 24, 2014 | $ 1,184,694 | $ 203,836 | $ 20,083 | $ 960,775 |
| | | | |
April 2011 Secured Convertible Notes | | | | |
Senior Secured Notes, due April 4, 2014 | 215,000 | - | 8,835 | 206,165 |
| | | | |
June 2011 Secured Convertible Note | | | | |
Senior Secured Notes, due June 6, 2014 | 30,000 | - | 1,189 | 28,811 |
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August 8, 2012 Convertible Note | | | | |
Note due August 8, 2013 | 111,430 | 111,430 | - | - |
| | | | |
August 12, 2012 Convertible Note | | | | |
Note became due November 12, 2012 | 27,500 | - | - | 27,500 |
| | | | |
August 20, 2012 Convertible Note | | | | |
Note due August 20, 2013 | 20,000 | - | - | 20,000 |
September 18, 2012 Convertible Note | | | | |
Note due October 1, 2013 | 82,500 | 82,500 | - | - |
| | | | |
October 2012 Convertible Note | | | | |
Note due October 15, 2013 | 340,000 | - | - | 340,000 |
| | | | |
October 9, 2012 Convertible Notes | 100,000 | 100,000 | - | - |
Note due April 30, 2013 | | | | |
| | | | |
November 1, 2012 Convertible Note | | | | |
Note due April 30, 2013 | 31,471 | 31,471 | - | - |
| | | | |
November 20, 2012 Convertible Note | | | | |
Note due November 20, 2013 | 55,710 | 44,962 | - | 10,748 |
| | | | |
December 14, 2012 Convertible Note | | | | |
Note due April 18, 2013 | 189,210 | 189,210 | - | - |
| | | | |
December 18, 2012 Convertible Note | | | | |
Note due December 14, 2013 | 50,000 | - | - | 50,000 |
| | | | |
January 5, 2013 Convertible Notes | 567,729 | 115,000 | - | 452,729 |
| | | | |
January 31, 2013 Convertible Notes | 24,135 | - | - | 24,135 |
| | | | |
February 27, 2013 Convertible Note | | | | |
Note due February 27, 2014 | 58,500 | - | 8,819 | 49,681 |
| | | | |
April 2, 2013 Convertible Notes | 80,967 | - | - | 80,967 |
| | | | |
April 18, 2013 Convertible Note | | | | |
Note due December 18, 2013 | 60,000 | 28,312 | - | 31,688 |
| | | | |
May 2, 2013 Convertible Notes | 50,000 | - | - | 50,000 |
| | | | |
May 5, 2013 Convertible Notes | 45,000 | - | - | 45,000 |
| | | | |
May 14, 2013 Convertible Note | | | | |
Note due May 14, 2014 | 126,000 | - | 46,258 | 79,742 |
| | | | |
June 27, 2013 Convertible Note | | | | |
Note due June 27, 2014 | 37,620 | - | 17,515 | 20,105 |
| | | | |
June 19, 2013 Convertible Note | | | | |
Note due June 19, 2014 | 115,000 | 83,000 | 8,217 | 23,783 |
| | | | |
July 12, 2013 Convertible Note | | | | |
Note due July 12, 2014 | 125,000 | 28,200 | 57,200 | 39,600 |
| | | | |
October, 2013 Convertible Notes | | | | |
Notes due in April, 2014 | 94,444 | - | 56,044 | 38,400 |
| | | | |
November, 2013 Convertible Notes | | | | |
Notes due in May, 2014 | 80,000 | - | 52,996 | 27,004 |
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December, 2013 Convertible Notes I | | | | |
Notes due May, 2014 | 277,222 | - | 258,478 | 18,744 |
| | | | |
December, 2013 Convertible Notes II | | | | |
Notes due May, 2014 | 536,400 | - | - | 536,400 |
| | | | |
Total | $ 4,715,532 | $ 1,017,921 | $ 535,634 | $ 3,161,977 |
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February 2011 Secured Convertible Notes |
During the period ended March 31, 2014, the investors converted the principal amount of $980,858 and accrued interest of the February 2011 Notes into 1,593,850 common shares (Note 9). |
April 2011 Secured Convertible Notes |
During the period ended March 31, 2014, the investors converted the principal amount of $215,000 and accrued interest of the April 2011 Notes into 349,375 common shares (Note 9). |
June 2011 Secured Convertible Note |
During the period ended March 31, 2014, the investor converted the principal amount of $30,000 and accrued interest of the June 2011 Note into 48,750 common shares (Note 9). |
August 8, 2012 Convertible Note |
During the year ended December 31, 2013, the investor converted the principal amount of $111,430 and accrued interest of the August 8, 2012 Note into 20,500 common shares. |
August 12, 2012 Convertible Note |
During the period ended March 31, 2014, the investor converted the principal amount of $27,500 and accrued interest of the August 12, 2012 Note into 37,500 common shares (Note 9). |
August 20, 2012 Convertible Note |
During the period ended March 31, 2014, the investor converted the principal amount of $20,000 and accrued interest of the August 20, 2012 Note into 30,000 common shares (Note 9). |
September 18, 2012 Convertible Note |
During the year ended December 31, 2013, the investor converted the principal amount and accrued interest of $81,360 into 29,444 common shares. Of the balance of $24,990 remaining, the Company repaid $20,000 in full settlement and recognized $4,990 as gain on settlement of debt. |
October 2012 Convertible Note |
On October 15, 2012, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “October 2012 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $340,000. The October 2012 Note carries an interest rate of 18% upon default, which is being accrued. |
October 9, 2012 Convertible Note |
On October 9, 2012, the Company converted accounts payable of $100,000 into convertible notes (the “October 9, 2012 Note”). The note has no terms of repayment and no interest charges. Only under certain events of default the note will incur an interest rate of 20% per year. |
During the year ended December 31, 2013, the note was amended and assigned to a third party with price adjustment features ratified by the Company. The third party converted the note into 53,690 common shares of the Company. |
November 20, 2012 Convertible Note |
During the year ended December 31, 2013, the investor converted $30,212 of the November 20, 2012 Note and accrued interest into 36,000 common shares. |
During the period ended March 31, 2014, the investor converted $3,675 of the November 20, 2012 Note and accrued interest into 7,000 common shares (Note 9). |
December 14, 2012 Convertible Note |
During the year ended December 31, 2013, the investor converted the remaining balance of the note and accrued interest of $189,210 on the December 14, 2012 Note into 31,763 common shares. |
December 18, 2012 Convertible Note |
During the period ended March 31, 2014, the investor converted the December 18, 2012 Note and accrued interest into 68,750 common shares (Note 9). |
January 5, 2013 Convertible Notes |
On January 5, 2013, the Company exchanged amounts due to a consultant and related parties into convertible notes (the “January 5, 2013 Notes”) with no terms of repayment and no interest charges in the aggregate principal amount of $567,729, of which, $330,000 is due to related parties. |
In July, 2013, the consultant assigned $115,000 of the convertible note to a third party with amendments to adjustment of conversion price ratified by the Company. |
During the period ended March 31, 2014, the investors converted the balance of the January 5, 2013 Notes and accrued interest into 543,636 common shares (Note 9). |
January 31, 2013 Convertible Note |
On January 31, 2013, the Company converted accounts payable of $24,134 into a convertible note (the “January 31, 2013 Note”) with a maturity date of sixteen months. The note has no terms of repayment and no interest charges. The conversion of the note occurs under the following conditions: |
On the date that Company files a certificate of designation creating a class of Series A convertible preferred stock (“Series A Convertible Preferred Stock”) (i) with voting rights per share equal to one thousand (1,000) shares of common stock at the rate of five shares of common stock (on a post-reverse stock split basis) for each share of Series A Convertible Preferred Stock and (ii) that are automatically convertible into common shares upon the occurrence of a 100:1 reverse stock split, the Company may convert the January 31, 2013 Note into shares of Series A Convertible Preferred Stock at a conversion price of four dollars ($4) per share of Series A Convertible Preferred Stock. If the Series A Convertible Preferred Stock is duly authorized and outstanding, on the date that the Company enacts a 100:1 reverse stock split, the January 31, 2013 Note will automatically convert into shares of Series A Convertible Preferred Stock at a conversion price of four dollars ($4) per share of Series A Convertible Preferred Stock. |
During the period ended March 31, 2014, the investors converted the January 31, 2013 Note and accrued interest into 40,551 common shares (Note 9). |
February 27, 2013 Convertible Note |
On February 27, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “February 27, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $58,500. Consideration under the notes consisted of $46,000 in cash proceeds after $4,000 payment of finders’ fee and an original issue discount of $8,500. The Company accrued a one-time interest of 5% as per the agreement. |
The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $44,700 and recognized as a derivative liability and the debt was recorded at $5,300. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.17%, dividend yield of 0% and volatility of 123.76%. The debt discount is being accreted over the one year term of the February 27, 2013 Note using the effective interest rate method. |
April / May / November, 2013 Convertible Note |
The Company exchanged accounts payable into convertible notes in the aggregate principal amount of $150.101. The note holder has the option to convert a portion or all of the outstanding balance of the note into shares of the Company’s common stock at a conversion rate of $7.00 per share. The note will incur an interest rate of 8% per year unless the Company defaults under certain conditions, in which case, the note will incur an interest rate of 20% per year. |
During the period ended March 31, 2014, the investor converted the notes and accrued interest into 210,233 common shares (Note 9). |
April 18, 2013 Convertible Note |
On April 18, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “April 18, 2013 Note”) with a maturity date of eight months after the issuance thereof in the aggregate principal amount of $60,000. Consideration under the notes consisted of $50,000 in cash proceeds after $5,000 payment of transaction costs and an original issue discount of $5,000. The April 18, 2013 Note carries an interest rate of 8% per year unless the note is in default under certain conditions, in which case, the interest rate would be 18% per year. |
The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $27,800 and recognized as a derivative liability and the debt was recorded at $27,200. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of eight months, risk free rate of 0.10%, dividend yield of 0% and volatility of 115.82%. The debt discount is being accreted over the eight month term of the April 18, 2013 Note using the effective interest rate method. |
During the year ended December 31, 2013, the investor converted $31,733, part of the principal and accrued interest on the April 18, 2013 Note, into common shares. |
During the period ended March 31, 2014, the investor converted the balance of $31,688 and accrued interest into 46,443 common shares (Note 9). |
May 2, 2013 Convertible Notes |
On May 2, 2013, the Company issued convertible notes (the “May 2, 2013 Note”) in the aggregate principal amount of $50,000. The note matures on May 31, 2014 and would only start to accrue interest of 10% per year after February 15, 2014. The note is automatically convertible into Series B convertible preferred shares (‘Series B Preferred Shares”) when the Company enacts a 100:1 reverse stock split, where each of the Series B Preferred Shares are convertible at the rate of seven shares of common stock. |
During the period ended March 31, 2014, the investor converted the May 2, 2013 Note into 350,000 common shares (Note 9). |
May 14, 2013 Convertible Note |
On May 14, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “May 14, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $126,000. The Company also issued 20,000 warrants to the note holder, exercisable at $6.00 per share with a four year term. Consideration under the notes consisted of $110,000 in cash proceeds after $5,000 payment of finders’ fee and an original issue discount of $11,000. |
The May 14, 2013 Note carries an interest rate of 8% per year unless the note is in default, in which case, the note will incur an interest rate of 18% per year. |
The Company has allocated the net proceeds to the conversion option and warrants based on the calculated fair values. The fair value of the conversion option was recorded at $62,678,000 and fair value of the warrants was recorded as $52,322 recognized as a derivative liabilities and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Black Scholes option pricing model under the following assumptions: estimated life of four years, risk free rate of 0.4%, dividend yield of 0% and volatility of 161%. The debt discount is being accreted over the one year term of the May 14, 2013 Note using the effective interest rate method. |
During the period ended March 31, 2014, the investor converted the May 14, 2013 Note and accrued interest into 157,500 common shares (Note 9). |
June 27, 2013 Convertible Note |
On June 27, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “June 27, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $37,620. Consideration under the notes consisted of $30,000 in cash proceeds after $3,000 payment of finder’s fee and an original issue discount of $4,620. The Company accrued a one-time interest of 5% as per the agreement. |
The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $30,200 and recognized as a derivative liability and the debt was recorded at $2,800. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.15%, dividend yield of 0% and volatility of 156.41%. The debt discount is being accreted over the one year term of the June 27, 2013 Note using the effective interest rate method. |
June 19, 2013 Convertible Note |
In June, 2013, a consultant assigned $115,000 of its convertible note to a third party with amendments ratified by the Company (the “June 19, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $115,000. |
The June 19, 2013 Note carries an interest rate of 10% per year unless the note is in default under certain conditions, in which case, the interest rate would be 20% per year. |
The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The fair value of the conversion option was recorded at $31,600 and recognized as a derivative liability and the debt was recorded at $83,400. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of one year, risk free rate of 0.15%, dividend yield of 0% and volatility of 156.46%. The debt discount is being accreted over the one year term of the June 19, 2013 Note using the effective interest rate method. |
During the year ended December 31, 2013, the third party converted the principal amount of $83,000 and accrued interest of the June 19, 2013 Note into 108,188 common shares. |
During the period ended March 31, 2014, the third party converted balance of $32,000 and accrued interest into 40,000 common shares (Note 9). |
July 12, 2013 Convertible Note |
In July, 2013, the Company entered into a securities purchase agreement with an accredited investor to place a Convertible Note (the “July 12, 2013 Note”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of $125,000. The Company also issued 41,667 warrants to the note holder, exercisable at $3.00 per share with a five year term. Consideration under the notes consisted of $110,000 in cash proceeds after $15,000 payment of finders’ fee and an original issue discount of $11,000. |
The July 12, 2013 Note carries an interest rate of 8% per year unless the note is in default, in which case, the note will incur an interest rate of 18% per year. |
The Company has allocated the net proceeds to the conversion option and warrants based on the calculated fair values. The fair value of the conversion option was recorded at $59,615 and fair value of the warrants was recorded as $54.385 recognized as a derivative liabilities and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of five year, risk free rate of 1.4%, dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the one year term of the July 12, 2013 Note using the effective interest rate method. |
During the period ended March 31, 2014, the investor converted the July 12, 2013 Note and accrued interest into 156,250 common shares (Note 9). |
October, 2013 Convertible Notes |
In October, 2013, the Company entered into securities purchase agreements with accredited investors to place Convertible Notes (the “October, 2013 Notes”) with a maturity date of six months after the issuance thereof in the aggregate principal amount of $55,000. |
The October, 2013 Notes carry no interest charges unless the note is in default, in which case, the note will incur an interest rate of 20% per year. |
The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The full value was recorded as the fair value of the conversion option and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of six months, risk free rate of 0.10%, dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the six month term of the October, 2013 Notes using the effective interest rate method. |
During the period ended March 31, 2014, the investors converted the October, 2013 Note into 385,000 common shares (Note 9). |
November, 2013 Convertible Notes |
In November, 2013, the Company entered into securities purchase agreements with accredited investors to place Convertible Notes (the “November, 2013 Notes”) with a maturity date of six months after the issuance thereof in the aggregate principal amount of $80,000. Consideration under the notes consisted of $77,000 in cash proceeds and an original issue discount of $3,000. |
The November, 2013 Notes carry no interest charges other than an original issue discount unless the note is in default, in which case, the note will incur an interest rate of 20% per year. |
The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The full value was recorded as the fair value of the conversion option and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of six months, risk free rates of 0.10% and 0.04%, dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the six month term of the November, 2013 Notes using the effective interest rate method. |
During the period ended March 31, 2014, the investors converted the November, 2013 Notes into 560,000 common shares (Note 9). |
December, 2013 Convertible Notes I |
In December, 2013, the Company entered into securities purchase agreements with accredited investors to place Convertible Notes (the “December, 2013 Notes I”) with a maturity date of six months after the issuance thereof in the aggregate principal amount of $250,000. The December, 2013 Notes I carry no interest charges unless the note is in default, in which case, the note will incur an interest rate of 20% per year. |
The Company has allocated the net proceeds to the conversion option based on the calculated fair value. The full value was recorded as the fair value of the conversion option and the debt was recorded at $nil. The fair value of the conversion option was calculated using the Binomial option pricing model under the following assumptions: estimated life of six months, risk free rates of 0.10% , dividend yield of 0% and volatility of 199%. The debt discount is being accreted over the six month term of the December, 2013 Notes I using the effective interest rate method. |
During the period ended March 31, 2014, the investors converted the December, 2013 Notes I into 1,750,000 common shares (Note 9). |
December, 2013 Convertible Notes II |
In December, 2013, the Company entered into securities purchase agreements with accredited investors to place Convertible Notes (the “December, 2013 Notes II”) with a maturity date of six months after the issuance thereof in the aggregate principal amount of $536,400. Consideration under the notes consisted of $141,000 of conversion of accounts payable, $267,950 of cash proceeds, of which $100,000 were received during the year ended December 31, 2012 as subscription proceeds and $27,450 of interest costs. The conversion of the notes occurs under the following conditions: |
On the date that Company files a certificate of designation creating a class of Series B Convertible Preferred Stock (i) with voting rights per share equal to one thousand (1,000) shares of common stock and (ii) that are automatically convertible into common shares upon the occurrence of a 100:1 reverse stock split at the rate of seven shares of common stock (on a post-reverse stock split basis) for each share of Series B Convertible Preferred Stock, the Company may convert the December, 2013 Convertible Notes II into shares of Series B Convertible Preferred Stock at a conversion price of one dollar per share of Series B Convertible Preferred Stock. If the Series B Convertible Preferred Stock is duly authorized and outstanding, on the date that the Company enacts a 100:1 reverse stock split, the December, 2013 Convertible Notes II will automatically convert into seven (7) shares of Series B Convertible Preferred Stock at a conversion price of one dollar per share of Series B Convertible Preferred Stock. |
Any amount of the December, 2013 Notes II that are outstanding on February 15, 2014 will carry an interest rate of 10% per year. |
During the period ended March 31, 2014, the investors converted the December, 2013 Notes II into 1,093,900 common shares (Note 9). |
For the period ended March 31, 2014, the Company recorded accretion of debt discount of $483,638 for the convertible notes. |
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