Loans Payable Disclosure | 3 Months Ended |
Jan. 31, 2015 |
Notes | |
Loans Payable Disclosure | NOTE 3 - LOANS PAYABLE |
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$500,000 Convertible Loan Payable |
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On August 11, 2008, the Company secured a loan payable of $500,000 accruing interest at 15%, secured by the assets of the Company, subject to a 3% financing fee and repayable on the one year anniversary date of the agreement. |
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On February 13, 2012, the terms of the loan were changed to reflect a conversion feature and extend the maturity date to August 11, 2012. The loan was convertible into shares of the Company’s common stock, up to 20,000,000, at a price of $0.025 per share. |
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On March 6, 2013, the convertible note was modified to extend the maturity date to August 11, 2013, which as of the date of this filing is in default. As consideration for the extension, 2,811,873 common shares of the Company’s common stock were issued to the lender. The common shares were valued at $168,712 based on the closing market price of the Company's common stock on the date of the agreement. The modification qualified for extinguishment accounting whereby the former convertible note was considered extinguished and a new convertible note issued. |
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The Company allocated fair value of the common shares issued of $168,712 in connection with the new convertible note based on their relative fair value to the face value of the convertible note, which resulted in a discount of $126,147 being allocated to the common shares. The new convertible note also contained a beneficial conversion feature due to the conversion price being below the fair market value of the Company's common stock on the date of issuance. The beneficial conversion feature was valued at $331,288, which resulted in a 100%, or $500,000, discount to the new convertible note. The Company was amortizing the discount over the term of the new convertible note using the straight line method due to the short term nature of the note. During the six months ended October 31, 2013, the Company amortized $325,000 of the discount to interest expense. As of April 30, 2014, the unamortized portion of the discount was $0. |
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In addition, with the agreement the accrued interest was now convertible at $0.025, the same rate as the new convertible note. At the date of the agreement, the conversion price was below the fair market value of the Company's common stock which implied a beneficial conversion feature. The beneficial conversion feature was valued at $353,519, which resulted in a 100% discount to accrued interest. The Company was amortizing the discount over the term of the new convertible note using the straight line method due to the short term nature of the note. During the six months ended October 31, 2013, the Company amortized $229,787 of the discount. As of April 30, 2014, the unamortized portion of the discount was $0. |
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On August 21, 2014, the convertible loan and accrued interest was sold by the holder and the terms were amended, see below for additional disclosure. |
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$25,000 Loan Payable |
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On March 6, 2009, the Company secured a loan payable of $25,000 accruing interest at 15%, due March 6, 2010 and secured by the assets of the Company. The term of this loan was initially extended to September 6, 2012. |
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On March 6, 2013, the secured loan payable was modified to extend the maturity date to March 6, 2014. As consideration for the extension, 133,297 common shares of the Company’s common stock were issued to the lender. The common shares were valued at $7,998 based on the closing market price of the Company's common stock on the date of the agreement. The modification qualified for extinguishment accounting whereby the former secured loan payable was considered extinguished and a new secured loan payable was issued. |
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The Company allocated the common shares issued in connection with the new secured loan payable based on their relative fair value to the face value of the secured loan payable, which resulted in a discount of $6,059 being allocated to the secured loan payable. During the six months ended October 31, 2013, the Company amortized $3,030 of the discount. As of April 30, 2014, the unamortized portion of the discount was $0. |
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On August 21, 2014, the loan payable and accrued interest was sold by the holder and the terms were amended, see below for additional disclosure. |
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$60,000 Loan Payable |
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In May 2014, the Company received $60,000 in proceeds used for working capital purposes from the $500,000 and $25,000 note holders discussed above. As of January 31, 2015, the terms of the agreement had yet to be finalized. On August 21, 2014, the loan payable and accrued interest was sold by the holder and the terms were amended, see below for additional disclosure. |
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$1,047,390 Note Payable |
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On August 21, 2014, the Company was notified that the $60,000 advance, $500,000 convertible note payable and $25,000 secured note payable and accrued interest of $487,799 on such was sold by the holder to a related entity of the holder. On August 21, 2014, the Company entered into a note agreement for $1,047,390. Under the terms of the agreement, the note incurs interest at 7.5% per annum, the holder received 5,000,000 bonus shares of common stock and is due July 7, 2015. In addition, if the Company does not raise $5.0 million in equity capital by July 7, 2015, the holder will receive 30,000,000 warrants to purchase shares of the Company's common stock at $0.025 per share. In connection with the new agreement, the $500,000 convertible note and accrued interest on such is no longer convertible into common stock and warrants to purchase 10,000,000 shares of common stock held by the current holder, which were received in connection with a previous transaction, were cancelled. The Company accounted for the transaction as an extinguishment due to the significant change in the future expected cash flows, which was in excess of 10%, due to the change in interest rate, removal of the conversion feature, cancelation of warrants and issuance of 5,000,000 shares of common stock. The total loss recorded in connection with this extinguishment was $474,142. In determining the loss on extinguishment the Company determined the fair market value of the beneficial conversion feature, warrants and shares of common stock on August 21, 2014. Although, the issuance of the 30,000,000 million warrants are contingent upon a future event, the value was taken into consideration in the loss calculation as the holder doesn't have a performance commitment to receive such shares and the Company viewed the raising of capital as a market condition to receiving such. As of January 31, 2015, accrued interest on the note payable was approximately $42,000. |
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$100,000 Note Payable |
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On December 24, 2014, the Company secured a $100,000 note payable, accruing interest at 7.5% per annum being due December 24, 2015. The proceeds were used for operating purposes. The loan payable is with the same party as the $1,047,390 note payable disclosed above. |