Note 5 - Convertible Notes and Warrants | 9 Months Ended |
Dec. 31, 2013 |
Notes | ' |
Note 5 - Convertible Notes and Warrants | ' |
NOTE 5 – CONVERTIBLE NOTES AND WARRANTS |
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Convertible Notes from Shareholders |
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The Company has debt outstanding to shareholders, which was issued between 2006 and 2009. The debt was not issued with warrants and some of the debt was not originally issued with a conversion feature. During fiscal years 2009 and 2010, the notes without conversion features were modified to contain a conversion feature, for which the Company recorded a loss on the modification. Convertible notes from shareholders issued during fiscal year 2010 contained a beneficial conversion feature, with the discount being amortized over the term of the note, see table below. |
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| Convertible Notes | Accrued Interest | | | | |
Balance, beginning of period | $442,750 | $208,088 | | | | |
Amortization of beneficial conversion feature | - | - | | | | |
Purchases, issuances, and settlements | 5,000 | - | | | | |
Accrued interest | - | 33,131 | | | | |
Balance, end of period | $447,750 | $241,219 | | | | |
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Convertible notes from shareholders accrue interest at a rate of 10 percent per annum. The note holders have the sole option of converting the principal and interest represented by these notes into our common stock at a strike price equal to a $0.10. The note holders will only be allowed to convert shares or portion thereof to the extent that, at the time of the conversion, the conversion will not result in the note holders beneficially owning more than 9.9% of the issued and outstanding common shares of the Company. |
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The Company is currently in default on $442,750 of convertible notes from shareholders and $241,156 of related accrued interest. As of December 31, 2013, no shareholders have made demands for payment of these loans. |
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In November 2013, the Company entered into two one year note agreements expiring in one year totaling $5,000 from shareholders that accrue interest at a rate of 10 percent per annum. If any event of default shall occur and be continuing for a period of seven calendar days, the interest rate increases to 12% per annum and convert the notes and accrued interest, or any portion thereof, into shares of common stock at a price per share equal to 75% of the average of the three lowest trading prices occurring at any time during the twenty trading days preceding conversion. |
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Convertible Notes from Shareholders at fair value and derivative liability |
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The table below provides the details of the convertible notes from shareholders at fair value and the derivative liability at fair value for each issuance of convertible notes with detachable warrants for which a fair value election was made. See Note 4 for a discussion of the fair value election and a reconciliation of the change in the fair value of the notes and derivative liability. |
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| | | | Derivative |
Notes | Liability (Warrants) |
| | | Fair Value at March 31, 2013 | Fair Value at December 31, 2013 | Fair Value at March 31, 2013 | Fair Value at December 31, 2013 |
Month Notes were issued | Face Value on Issuance Date | |
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December 2009(2) | $352,942 | $300,000 | $44,652 | $30,987 | $108,018 | $79,169 |
Jan-10 | 64,706 | 60,000 | 4,785 | 3,430 | 4,746 | 2,686 |
February 2010 (1) | 352,942 | 300,000 | 95,706 | 71,191 | 64,483 | 44,649 |
Aug-10 | 58,824 | 50,000 | 18,148 | 13,306 | 17,382 | 12,196 |
Mar-11 | 70,590 | 60,000 | 20,441 | 15,117 | 19,672 | 13,968 |
Aug-11 | 47,060 | 40,000 | 16,157 | 11,897 | 15,940 | 11,375 |
Feb-12 | 11,766 | 11,000 | 3,044 | 2,521 | 2,837 | 2,278 |
Aug-12 | 27,030 | 23,000 | 15,295 | 11,095 | 16,995 | 12,495 |
Nov-12 | 13,178 | 11,200 | 7,295 | 5,250 | 8,118 | 5,926 |
Feb-13 | 4,118 | 3,500 | 1,998 | 1,452 | 2,120 | 1,534 |
Jun-13 | 30,588 | 26,000 | - | 10,783 | - | 11,395 |
| $1,033,744 | $884,700 | $227,521 | $177,029 | $260,311 | $197,671 |
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(1) A portion of the proceeds from this debt, $100,000 was not received until April 2010. |
(2) $100,000 of this debt was converted to 1,000,000 shares of common stock. |
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The notes above were all issued with a 15% original issue discount to the note holders and have a nominal interest rate of 16.63%. The note holders may convert, into shares of common stock, any portion of the notes that are outstanding, whether such portion represents principle or interest at $0.10. All of the convertible debt at fair value has a one year maturity. Therefore, at December 31, 2013 $1,003,156 of the debt is in default, although no shareholders have made demands for payment of these loans. |
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Each note was issued with a five year warrant to purchase shares of common stock of the Company. The warrants expire at various dates from 2014 to 2018. The table below shows the change in the number of warrants outstanding as of December 31, 2013 and March 31, 2012. |
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| Warrants Outstanding | | | | |
| Number of Shares | Exercise Price | | | | |
Outstanding at March 31, 2012 | 1,236,477 | $1.50-$1.00 | | | | |
Warrants issued | 13,178 | $1.00 | | | | |
Warrants exercised | - | - | | | | |
Warrants expired/cancelled | - | - | | | | |
Outstanding at December 31, 2013 | 1,249,655 | $1.50-$1.00 | | | | |
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The convertible notes and warrants issued between December 2009 and February 2010 originally contained substantially higher conversion and exercise prices, however, due to the anti-dilution provisions in the agreements, and as a result of the debt and warrants issued in August 2010, all of the previous exercise prices were revised to be $1.00, which was the conversion price contained in the August 2010 note agreement. |
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All of the notes and warrants contain an anti-dilution adjustment that state the conversion and exercise price may not be adjusted below $1.00. In addition, the note holder is only allowed to convert shares or exercise warrants or portions thereof to the extent that at the time of the conversion or exercise, the conversion or exercise will not result in the note holder beneficially owning more than 9.9% of the issued and outstanding common shares of the Company. |
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In accordance with ASC topic 815-40, the Company evaluated whether an additional liability should be recorded to reflect the deficiency in authorized shares. Specifically, the Company considered the guidance in ASC 840-40-35-12, which allows for reclassification of contracts on a systematic, rational and consistently applied basis. Based on this guidance the Company determined that the only potentially convertible shares not currently recorded as a liability relate to the convertible notes from shareholders, in the amount of $442,750. As this debt is already convertible at $1.00 the Company believes this debt would be converted before any other notes and warrant exercises, causing the Company to have enough authorized shares to issue upon the potential conversion of those 442,750 shares. Therefore, no additional liability was recorded at December 31, 2013. |