3. Convertible Notes Payable | 12 Months Ended |
Sep. 30, 2014 |
Notes | |
3. Convertible Notes Payable | 3. CONVERTIBLE NOTES PAYABLE |
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As of September 30, 2014 and September 30, 2013, the Company had net totals of $195,320 and $61,439 in outstanding convertible notes payable, respectively. |
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| | | | 30-Sep-14 | | | 30-Sep-13 | |
Convertible Debt | Note Date | Maturity Date | | Face value | | | Discount | | | Net | | | Face value | | | Discount | | | Net | |
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Loan #1 | 9/30/11 | Demand | | | - | | | | | | | - | | | | 50,000 | | | | | | | 50,000 | |
Loan #2 | 3/11/13 | 12/16/13 | | | | | | | | | | - | | | | 43,500 | | | | (32,061 | ) | | | 11,439 | |
Loan #3 | 6/12/13 | 3/14/14 | | | | | | | | | | - | | | | 53,000 | | | | | | | | 53,000 | |
Loan #4 | 11/6/13 | 8/8/14 | | | 51,560 | | | | - | | | | 51,560 | | | | | | | | | | | | | |
Loan #5 | 1/24/14 | 10/28/14 | | | 78,500 | | | | (23,290 | ) | | | 55,210 | | | | | | | | | | | | | |
Loan #6 | 4/11/14 | 4/11/15 | | | 103,000 | | | | (54,463 | ) | | | 48,537 | | | | | | | | | | | | | |
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Long term | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loan #8 | 11/13/13 | 11/13/15 | | | 94,990 | | | | (54,977 | ) | | | 40,013 | | | | | | | | | | | | | |
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| | | | | 328,050 | | | | (132,730 | ) | | | 195,320 | | | | 93,500 | | | | (32,061 | ) | | | 61,439 | |
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During 2011, the Company entered into two debt agreements for a total of $75,000. The notes carry interest at 10% and are convertible into shares of the Company’ common stock at a discount of 30% to the market price of the Company’s common stock, however the conversion price can be no lower than $0.10 or higher than $0.50. During the year ended September 30, 2013 the Company converted $25,000 of this debt into 243,055 shares of the Company’s common stock. During the year ended September 30, 2014, the remaining principal of $50,000 and accrued interest of $12,500 was assigned to a new holder. |
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During 2013, $58,000 of notes payable that were previously not convertible became convertible. The embedded conversion options in these notes are required to be classified as liabilities. See Note 7. The note payable was due on February 2, 2013, and the Company incurred an additional $29,000 owed as part of the principal of the note due to being in default. During the year ended September 30, 2013, the lender converted $87,000 of the note payable. As of September 30, 2014 and September 30, 2013, the note had an outstanding principal of zero. |
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On March 11, 2013 the Company entered into a convertible promissory note with an unrelated third party, wherein the Company borrowed $78,500. A total of $23,500 of the proceeds was paid directly to the Company’s vendors by the lender. The principal accrues interest at a rate of eight percent per annum and is due in full on December 16, 2013. The note is convertible at the option of the holder at any point at least 180 days from the note date at a 42 percent discount to the average of the three lowest closing prices during the ten day period prior to conversion. The note will accrue interest at a rate of 22 percent per annum should the Company default. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instrument should be classified as liabilities once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. During the year ended September 30, 2013 the lender converted $35,000 of the note principal into 417,224 shares of the Company’s common stock. During the nine months ended June 30, 2014 the lender converted the remaining $43,500 note principal into 1,102,411 shares of the Company’s common stock. As of September 30, 2014 and September 30, 2013 the note had an outstanding principal balance of $0 and $43,500, respectively. As of September 30, 2014 accrued interest on this note totaled $3,422. |
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On June 12, 2013 the Company entered into a convertible promissory note with an unrelated third party, wherein the Company borrowed $53,000. $3,000 of the proceeds were paid directly to the Company’s vendors by the lender. The principal accrues interest at a rate of eight percent per annum and is due in full on March 14, 2014. The note is convertible at the option of the holder at any point at least 180 days from the note date at a 42 percent discount to the average of the three lowest closing prices during the ten day period prior to conversion. The note will accrue interest at a rate of 22 percent per annum should the Company default. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the derivative instrument should be classified as a liability when the conversion option became effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. As of September 30, 2013 the principal balance on this note remained at $53,000. During the year ended September 30, 2014 the note became convertible. The Company recognized an initial derivative liability in the amount of $30,769 pursuant to the debt discount on the note. On December 20, 2013 the Company paid the note principal, along with all accrued interest, down to zero. In satisfying the note, the Company recognized a loss on derivative liability in the amount of $9,088 and amortized $7,125 of the debt discount to interest expense. The remaining $23,644 debt discount was closed to interest and the $39,857 derivative liability was closed to additional paid-in capital. |
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On November 6, 2013 the Company entered into a convertible promissory note with an unrelated third party whereby the Company borrowed $128,500, with initial debt discount of $18,500. The principal accrues interest at a rate of eight percent per annum and is due in full on August 8, 2014. The note became convertible on May 5, 2014 at a 42 percent discount to the average of the three lowest closing prices during the ten day period prior to conversion. The note will accrue interest at a rate of 22 percent per annum should the Company default. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the derivative instrument should be classified as a liability once the conversion option becomes effective due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. During the year ended September 30, 2014 the lender converted $76,940 of the note principal into 15,415,891 shares of the Company’s common stock. As of September 30, 2014 the remaining principal balance on this note was $51,560. |
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On November 13, 2013 the Company entered into a promissory note with an unrelated third party whereby the Company agreed to borrow a maximum of $300,000. Each borrowing under the terms of the note, along with specific accrued interest is due two years from the date the specific funds are received by the Company. All borrowings under the terms of this note are subject to a 10% original issue discount such that the consideration due back to the lender is equal to cash proceeds actually received plus ten percent of the amount borrowed. Through June 30, 2014, the Company had borrowed $137,500, with initial debt discount of $12,500 pursuant to this promissory note. The note is exempt from interest for the 90 days after the note date; after 90 days the unpaid principal balance shall accrue interest at a rate of 12 percent per annum. The note became convertible into shares of the Company’s common stock on May 12, 2014 at 60 percent of the lowest trade price in the 25 trading days previous to the conversion. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the derivative instrument should be classified as a liability once the conversion option becomes effective due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. During the year ended September 30, 2014 the lender converted $42,510 of the note principal into 9,700,000 shares of the Company’s common stock. As of September 30, 2014 the remaining principal balance on this note was $94,990. |
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On April 11, 2014 the Company entered into a convertible promissory note with an unrelated third party, wherein the Company borrowed $103,000. The principal accrues interest at a rate of eight percent per annum and is due in full on April 11, 2015. The note is convertible at the option of the holder at any point after the note date at a 40 percent discount to the average of the three lowest closing prices during the ten day period prior to conversion. The note will accrue interest at a rate of 22 percent per annum should the Company default. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the derivative instrument should be classified as a liability when the conversion option became effective after the note date due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. As of September 30, 2014 the principal balance on this note remained at $103,000. |
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Company assigned $50,000 of principal and $12,500 of interest to a new holder who issued a replacement note. The principal accrues interest at a rate of eight percent per annum and is due in full on April 11, 2015. The note is convertible at the option of the holder at any point after the note date at a 40 percent discount to the lowest closing price during the five day period prior to conversion. The Company analyzed the modification of the term under ASC 470-60 “Trouble Debt Restructurings” and ASC 470-50 “Extinguishment of Debt”. The Company determined the modification is substantial and the transaction should be accounted for as an extinguishment with the old debt written off and the new debt initially recorded at fair value with a new effective interest rate. The Company analyzed the conversion option of the new debt for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the derivative instrument should be classified as a liability when the conversion option became effective after the note date due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. During the year ended September 30, 2014 the lender converted all $62,500 of the note principal, along with $773 in accrued interest, into 9,674,997 shares of the Company’s common stock. As of September 30, 2014 the remaining principal balance on this note was $0. |
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On January 24, 2014 the Company entered into a Securities Purchase Agreement with an unrelated third-party entity in connection with a convertible note whereby the Company borrowed $78,500. The note principal bears interest at a rate of eight percent per annum and will accrue interest at a rate of 22 percent per annum should the Company default. The note principal and any unpaid accrued interest is due in full on or before October 28, 2014. The note is convertible at the option of the holder at any point at least 180 days from the note date at a 42 percent discount to the average of the three lowest closing prices during the ten day period prior to conversion. As of September 30, 2014 accrued interest on this note totaled $4,284. |
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During the year ended September 30, 2013 the Company recorded a debt discount totaling $168,902 relating to the derivative features and original issue discounts of the convertible debts. Of this amount, $136,841 was amortized to interest expense during the year ended September 30, 2013, leaving total unamortized debt discounts of $32,061 as of September 30, 2013. During the year ended September 30, 2014, the Company recorded additional debt discounts totaling $516,794, and amortized a total $416,125 to interest expense, leaving total unamortized debt discounts of $132,730 as of September 30, 2014. |