Note 9 - Convertible Notes Payable | 6 Months Ended |
Dec. 31, 2013 |
Notes | ' |
Note 9 - Convertible Notes Payable | ' |
Note 9 – Convertible Notes Payable |
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| | | December 31, | | June 30, |
| | | 2013 | | 2013 |
Note #2 | | - | | 20,500 |
Note #3 | | 26,100 | | 32,500 |
Note #4 | | 37,500 | | 37,500 |
Note #5 | | 16,400 | | 30,000 |
Note #6 | | 25,000 | | - |
Note #7 | | 11,000 | | - |
Note #8 | | 11,000 | | - |
Note #9 | | 11,000 | | - |
Note #10 | | 46,215 | | - |
Note #11 | | 172,084 | | - |
Note #12 | | 16,000 | | - |
Note #13 | | 16,000 | | - |
Note #14 | | 16,000 | | - |
| | | $ 404,299 | | $ 120,500 |
| Debt discount | (255,476) | | (16,400) |
| Accrued interest | 13,194 | | 3,085 |
| | | $ 162,017 | | $ 107,185 |
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Asher Note #2 |
On December 12, 2012, the Company executed an Unsecured Promissory Note (the “Asher Note”) to Asher Enterprises, Inc. (“Asher”). Under the terms of the Asher Note, the Company has borrowed a total of $32,500 from Asher, which accrues interest at an annual rate of 8% and has a maturity date of September 14, 2013. The Asher Note also contains customary events of default. During the six month period ended December 31, 2013, the Company accrued $230 (six month period ended December 31, 2012 - $nil) in interest expense. |
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $66,237 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. |
During the six month period ended December 31, 2013, the Company recorded a gain of $68,008 (six month period ended December 31, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $16,400 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
During the six month period ended December 31, 2013, the Company issued 12,871,237 common shares upon the conversion of $20,500 of the principal balance and $1,300 interest, and $31,340 of the derivative liability was re-classified as additional paid in capital upon conversion. |
As at December 31, 2013, accrued interest of $272 (December 31, 2012 - $nil), debt discount of $nil (December 31, 2012 - $nil) and a derivative liability of $nil (December 31, 2012 - $nil) was recorded. |
Asher Note #3 |
On January 30, 2013, the Company executed an Unsecured Promissory Note (the “Asher Note”) to Asher Enterprises, Inc. (“Asher”). Under the terms of the Asher Note, the Company has borrowed a total of $32,500 from Asher, which accrues interest at an annual rate of 8% and has a maturity date of November 1, 2013. The Asher Note also contains customary events of default. During the six month period ended December 31, 2013, the Company accrued $1,229 (six month period ended December 31, 2012 - $nil) in interest expense. |
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $48,237 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. |
During the six month period ended December 31, 2013, the Company recorded a gain of $19,655 (six month period ended December 31, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $32,500 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
During the six month period ended December 31, 2013, the Company issued 5,333,333 common shares upon the conversion of $6,400 of the principal balance and $7,040 of the derivative liability was re-classified as additional paid in capital upon conversion. |
As at December 31, 2013, accrued interest of $2,305 (December 31, 2012 - $nil), debt discount of $nil (December 31, 2012 - $nil) and a derivative liability of $21,542 (December 31, 2012 - $nil) was recorded. |
Asher Note #4 |
On April 12, 2013, the Company executed an Unsecured Promissory Note (the “Asher Note”) to Asher Enterprises, Inc. (“Asher”). Under the terms of the Asher Note, the Company has borrowed a total of $37,500 from Asher, which accrues interest at an annual rate of 8% and has a maturity date of January 16, 2014. The Asher Note also contains customary events of default. During the six month period ended December 31, 2013, the Company accrued $1,504 (six month period ended December 31, 2012 - $nil) in interest expense. |
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $50,735 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. |
During the six month period ended December 31, 2013, the Company recorded a gain of $19,784 (six month period ended December 31, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $31,378 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
As at December 31, 2013, accrued interest of $2,162 (December 31, 2012 - $nil), debt discount of $6,122 (December 31, 2012 - $nil) and a derivative liability of $30,951 (December 31, 2012 - $nil) was recorded. |
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Gel Properties, LLC Note #5 |
On June 28, 2013, the Company issued a convertible promissory note to Gel Properties, LLC. Under the terms of the note, the Company has borrowed a total of $30,000 from Gel Properties, LLC, which accrues interest at an annual rate of 6% and has a maturity date of June 28, 2014. The note also contains customary events of default. During the six month period ended December 31, 2013, the Company accrued $699 (six month period ended December 31, 2012 - $nil) in interest expense. |
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $45,055 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. |
During the six month period ended December 31, 2013, the Company recorded a gain of $4,447 (six month period ended December 31, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $16,083 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
During the six month period ended December 31, 2013, the Company issued 6,800,000 common shares upon the conversion of $13,600 of the principal balance and $27,072 of the derivative liability was re-classified as additional paid in capital upon conversion. |
As at December 31, 2013, accrued interest of $709 (December 31, 2012 - $nil), debt discount of $13,917 (December 31, 2012 - $nil) and a derivative liability of $13,536 (December 31, 2012 - $nil) was recorded. |
JMJ Financial Note #6 |
On July 18, 2013, the Company issued a convertible promissory note to JMJ Financial, LLC. Under the terms of the note, the Company has borrowed a total of $25,000 from JMJ Financial. In the event the Company does not repay note on or within 90 days of the issue date, a one-time interest charge of 12% will be applied to the principal balance. The note has a maturity date of July 18, 2014. The note also contains customary events of default. During the six month period ended December 31, 2013, the Company accrued $3,000 (six month period ended December 31, 2012 - $nil) in interest expense. |
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $44,824 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. |
During the six month period ended December 31, 2013, the Company recorded a gain of $24,302 (six month period ended December 31, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $11,370 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
As at December 31, 2013, accrued interest of $3,000 (December 31, 2012 - $nil), debt discount of $13,630 (December 31, 2012 - $nil) and a derivative liability of $20,522 (December 31, 2012 - $nil) was recorded. |
Direct Capital Group Note #7 |
On July 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 1, 2014. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six month period ended December 31, 2013, the Company accrued $366 (December 31, 2012 - $nil) in interest expense. |
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. |
During the six month period ended December 31, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $11,000 (December 31, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $9,097 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
As at December 31, 2013, accrued interest of $366 (December 31, 2012 - $nil) and debt discount of $1,903 (December 31, 2012 - $nil) was recorded. |
Direct Capital Group Note #8 |
On August 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 1, 2014. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six month period ended December 31, 2013, the Company accrued $291 (December 31, 2012 - $nil) in interest expense. |
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. |
During the six month period ended December 31, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $11,000 (December 31, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $7,374 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
As at December 31, 2013, accrued interest of $291 (December 31, 2012 - $nil) and debt discount of $3,626 (December 31, 2012 - $nil) was recorded. |
Direct Capital Group Note #9 |
On September 30, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2014. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six month period ended December 31, 2013, the Company accrued $219 (December 31, 2012 - $nil) in interest expense. |
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. |
During the six month period ended December 31, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $11,000 (December 31, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $5,530 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
As at December 31, 2013, accrued interest of $219 (December 31, 2012 - $nil) and debt discount of $5,470 (December 31, 2012 - $nil) was recorded. |
Direct Capital Group Note #10 |
On September 30, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $46,215. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2014. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six month period ended December 31, 2013, the Company accrued $922 (December 31, 2012 - $nil) in interest expense. |
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. |
During the six month period ended December 31, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $46,215 (December 31, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $23,234 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
As at December 31, 2013, accrued interest of $922 (December 31, 2012 - $nil) and debt discount of $22,981 (December 31, 2012 - $nil) was recorded. |
Direct Capital Group Note #11 |
On October 11, 2013, the Company arranged a debt swap whereas Direct Capital Group acquired the debt from a former related party in the amount $190,084.The promissory note is unsecured, bears interest at 6% per annum. During the sixmonth period ending December 31, 2013, the Company accrued $2,626 (six month period ended December 31, 2012 - $nil) in interest expense. |
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Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $218,091 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period. |
During the six month period ended December 31, 2013, the Company recorded a gain of $55,431 (six month period ended December 31, 2012 - $nil) due to the change in value of the derivative liability during the period, and debt discount of $42,184 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
During the six month period ended December 31, 2013, the Company issued 9,574,468 common shares upon the conversion of $18,000 of the principal balance and $20,652 of the derivative liability was re-classified as additional paid in capital upon conversion. |
As at December 31, 2013, accrued interest of $2,626 (December 31, 2012 - $nil), debt discount of $147,900 (December 31, 2012 - $nil) and a derivative liability of $142,008 (December 31, 2012 - $nil) was recorded. |
Direct Capital Group Note #12 |
On October 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 1, 2014. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six month period ended December 31, 2013, the Company accrued $214 (December 31, 2012 - $nil) in interest expense. |
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. |
During the six month period ended December 31, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (December 31, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $5,363 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
As at December 31, 2013, accrued interest of $214 (December 31, 2012 - $nil) and debt discount of $10,637 (December 31, 2012 - $nil) was recorded. |
Direct Capital Group Note #13 |
On November 30, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 1, 2014. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six month period ended December 31, 2013, the Company accrued $109 (December 31, 2012 - $nil) in interest expense. |
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. |
During the six month period ended December 31, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (December 31, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $2,710 (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
As at December 31, 2013, accrued interest of $109 (December 31, 2012 - $nil) and debt discount of $13,290 (December 31, 2012 - $nil) was recorded. |
Direct Capital Group Note #14 |
On December 31, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2014. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six month period ended December 31, 2013, the Company accrued $nil (December 31, 2012 - $nil) in interest expense. |
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance. |
During the six month period ended December 31, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $16,000 (December 31, 2012 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital and debt discount of $nil (six month period ended December 31, 2012 - $nil) was accreted to the statement of operations. |
As at December 31, 2013, accrued interest of $nil (December 31, 2012 - $nil) and debt discount of $16,000 (December 31, 2012 - $nil) was recorded. |
Note 10 – Derivative Liabilities |
The Company issued financial instruments in the form of convertible notes with embedded conversion features. The convertible notes payable have conversion rates which are indexed to the market value of the Company’s commonstock price. |
During the six month period ending December 31, 2013, $58,500 of convertible notes payable were converted into common stock of the Company. |
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These derivative liabilities have been measured in accordance with fair value measurements, as defined by GAAP. The valuation assumptions are classified within Level 3 inputs. |
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The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above: |
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| | December 31, | | | |
| | 2013 | | | |
Balance, beginning of year | | $ 99,348 | | | |
Initial recognition of derivative liability | | 406,942 | | | |
Fair value change in derivative liability | | (191,627) | | | |
Conversion of derivative liability to APIC | | | | | |
Note #2 | | (31,340) | | | |
Note #3 | | (7,040) | | | |
Note #5 | | (27,072) | | | |
Note #11 | | (20,652) | | | |
Balance as of December 31, 2013 | | $ 228,559 | | | |
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