Convertible Notes | Note 8. Convertible Notes Series B: On December 5, 2012 and March 27, 2013, the Company sold, through a private placement to accredited investors, three year 12% convertible notes (“Series B Notes”) in the aggregate principal amount of $1,865,000, and $365,000, respectively. The Notes pay interest at a rate of 12% per annum, payable to the holder at 1% per month, and are convertible into common shares of the Company at $0.15 per share. In addition, each purchaser of the Notes received shares dependent on the dollar amount of Notes purchased. The total number of shares of common stock issued was 5,315,000 shares. In accordance with ASC 470, Debt with conversion and other options, (“ASC 470”) On December 1, 2015, the holders of $1,840,000 Series B Notes have agreed to extend the maturity date of the debt outstanding to July 1, 2017 from its original maturity date of December 31, 2015. As part of the extension the Company issued warrants to entitle the holders to purchase up to 1,840,000 shares of common stock at an exercise price of $0.07 per share at any time from December 1, 2015 to July 1, 2018. In accordance with ASC 480, Distinguishing Liabilities from Equity, • The debt can be transferred without the transfer of the warrants. • The warrants can be transferred without the transfer of the debt. • The warrants can be exercised while debt still outstanding. In accordance with ASC 470, if the warrants are classified as equity, then the proceeds should be allocated based on the relative fair values of the base instrument and the warrants following the guidance as in ASC 470. The Company has valued the warrants at $0.0058 per issued share, and recorded a total discount of $10,672 to be amortized over the extension period on a monthly basis. This is from January 2016 to July 2017, an 18 month period. For the year ended December 31, 2015, $241,800 of accrued interest was recorded on the notes and $226,800 was paid. The Details of Series B Notes are as follows: December 31, 2014 Balance Unamortized Discount December 31, 2015 Balance Maturity Date 03-Dec-12 $ 25,000 $ (145) $ 24,856 01-Jul-17 03-Dec-12 125,000 (1,498) 123,502 01-Jul-17 03-Dec-12 50,000 (289) 49,711 01-Jul-17 03-Dec-12 25,000 (145) 24,856 01-Jul-17 03-Dec-12 25,000 (145) 24,856 01-Jul-17 03-Dec-12 25,000 (145) 24,856 01-Jul-17 03-Dec-12 1,500,000 (8,670) 1,491,330 01-Jul-17 03-Dec-12 50,000 (289) 49,711 01-Jul-17 03-Dec-12 15,000 (87) 14,913 01-Jul-17 03-Dec-12 100,000 (387) 99,613 01-May-16 27-Mar-13 25,000 (129) 24,871 01-Sep-17 27-Mar-13 25,000 (129) 24,871 01-Sep-17 27-Mar-13 25,000 (129) 24,871 01-Sep-19 Total $ 2,015,000 $ (12,185) $ 2,002,815 Following are maturities of the long –term debt in Series B Notes for each of the next 5 years: Principal Payments 2016 $ 100,000 2017 1,890,000 2018 - 2019 25,000 Total $ 2,015,000 Series C: The Notes bear interest at a rate of 12% per annum, payable to the holder at1% per month, with the principal amount due on May 31, 2017. The Notes are convertible into shares of the Company’s common stock at an initial conversion rate of $0.15 per share. In addition, each holder of Series C Notes received shares dependent on the dollar amount of Notes purchased. On August 25, 2014, October 31, 2014 and February 17, 2015, the Company sold an additional $75,000, $50,000 and $20,000, respectively of Series C Notes. The total number of shares of common stock issued was 240,000 shares. In accordance with ASC 470 on issuance of the shares, the Company recognized additional paid-in capital and a discount against the notes for a total of $12,695. Amortization of the discount for the year ended December 31, 2015 was $5,049. For the year ended December 31, 2015, $28,400 in accrued interest was recorded on the notes and paid. Issuance Date Balance at December 31, 2014 Proceeds Unamortized Discount Balance at December 31, 2015 Balance at December 31, 2015 22-May-14 $ 50,000 $ - $ (1,417) $ 48,583 31-May-17 22-May-14 22,500 - (638) 21,863 31-May-17 22-May-14 22,500 - (638) 21,863 31-May-17 25-Aug-14 50,000 - (2,095) 47,905 31-Oct-17 25-Aug-14 25,000 - (1,048) 23,952 31-Oct-17 31-Oct-14 50,000 - (1,604) 48,396 31-Oct-17 17-Feb-15 - 20,000 (751) 19,249 17-Feb-18 Total $ 220,000 $ 20,000 $ (8,190) $ 231,810 Following are maturities of the long –term debt in Series C Notes: Principal Payments 2016 $ - 2017 220,000 2018 20,000 Total $ 240,000 Individually issued Convertible Note: On March 26, 2014, the Company issued a $300,000 convertible note to a non-affiliate. The note pays interest at a rate of 12% per annum, payable to the holder at 1% per month. In addition to interest payments the Company will be making monthly payments of $5,000 towards the principal balance beginning June 1, 2014 for three years until the note due date of February 27, 2017. The note is convertible into common shares of the Company at $0.15 per share. In addition, the Note holder will receive 300,000 shares as part of the note agreement. For the year ended December 31, 2015, $27,884 of interest was recorded on the notes and paid. In accordance with ASC 470 on issuance of the shares, the Company recognized additional paid-in capital and a discount against the notes for a total of $25,500. Amortization of the discount for the year ended December 31, 2015 was $8,500. Summary of the note is as follows: Issuance Date December 31, 2014 Balance Payments Unamortized Discount December 31, 2015 Balance Maturity Date 26-Mar-14 $ 300,000 $ (100,000) $ (10,625) $ 189,375 27-Feb-17 Following are maturity of the individually issued: Principal Payments 2016 $ 60,000 2017 140,000 Total $ 200,000 |