Convertible Debentures | NOTE 5 – CONVERTIBLE DEBENTURES The following table sets forth activity associated with the convertible debentures: December 31, 2016 June 30, 2016 (unaudited) Convertible debentures issued in September 2014 $ 25,050 $ 25,050 Convertible debentures issued in January 2015 500,000 500,000 Convertible debentures issued in April - June 2016 1,565,000 1,565,000 Convertible debenture issued in August 2016 200,000 - Convertible debenture issued in September 2016 100,000 - Convertible debenture issued in October 2016 50,000 - Convertible debenture issued in November 2016 200,000 - 2,640,050 2,090,050 Less: amount converted to shares (150,000 ) - Total convertible debentures outstanding 2,490,050 2,090,050 Less: unamortized discount 406,577 527,350 Less: debt issuance costs 84,013 115,342 1,999,460 1,447,358 Less: current portion 85,042 407,702 Total convertible debentures, net of current portion $ 1,914,418 $ 1,039,656 September 2014 Convertible Debenture Between September 16, 2014 and October 28, 2014, the Company entered into Convertible Debenture Agreements to obtain a total of $500,050 in gross proceeds from five non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures have terms of five years maturing between September 16, 2019 and October 30, 2019. The Debentures bear interest at the rate of 6% per annum and are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.15 per share at any date, and will receive an equal number of warrants having a strike price of $0.30 per share and a term of five years. Interest expense for the three months ended December 31, 2016 and 2015 was $384 and $384, respectively. Interest expense for the six months ended December 31, 2016 was $768 and $768 in the comparable period in 2015. As of December 31, 2016, $25,050 of principal was outstanding. January 2015 Convertible Debenture On January 15, 2015, the Company entered into Convertible Debenture Agreements to obtain $500,000 in gross proceeds from two non-affiliated parties (collectively hereinafter referred to as the “Debenture Holders”). The Debentures have a term of two years maturing on January 15, 2017 and bear interest at the rate of 8% per annum. The debentures are pre-payable by the Company at any time without penalty. The Debenture Holders have the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.06 per share at any date. The Debenture Holders received 6,250,000 common stock warrants exercisable at $0.06 per share through January 15 2017. The debt is secured by a security interest in certain microreactor equipment. The Agreement also provides for the investors to have the right to appoint one member to the Company’s Board of Directors in the event that any one of the aforementioned debentures are converted into common stock of the Company. On October 10 2016 the maturity date of the debentures was extended to January 15, 2018 and were reclassified as non-current on the consolidated balance sheet. The 6,250,000 warrants were converted into common stock for total proceeds of $375,000 in January 2017. In accounting for the convertible debentures, the Company allocated the fair value of the warrants to the proceeds received in the amount of $348,105, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, two years. The Company recognized accretion of debt discount expense for the three months ended December 31, 2016 and 2015 of $46,609 and $43,037, respectively, and for the six months ended December 31, 2016 and 2015 the accretion expense was $92,298 and $85,224, respectively. Interest expense for the three months ended December 31, 2016 and 2015 was $10,082 and $10,082, respectively, and for the six months ended December 31, 2016 and 2015 was $20,164 and $20,164, respectively. As of December 31, 2016, $500,000 of principal was outstanding. April – June, August and October 2016 Convertible Debentures During the fourth quarter of the year ended June 30, 2016, the Company sold 1,565 Units for total proceeds of $1,565,000 from three affiliated and fourteen non-affiliated parties. In August 2016 the Company sold 200 additional Units for total proceeds of $200,000, and sold $50,000 in proceeds in October 2016. Each Unit consists of a $1,000 Unsecured Convertible Promissory Note (each, a “Note”) and a warrant to purchase 4,166 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a purchase price of $0.15 per share (each, a “Warrant”) over a period of five years. The Notes which were issued at face value have a maturity of two years from the date of issuance, bear interest at the rate of 8% per annum and are convertible into unregistered and restricted shares of Common Stock at $0.12 per-share, subject to normal and customary adjustments including (a) any subdivisions, combinations and classifications of the Common Stock; or (b) any payment, issuance or distribution by the Company to its stockholders of (i) a stock dividend, (ii) debt securities of the Company, or (iii) assets (other than cash dividends payable out of earnings or surplus in the ordinary course of business). The conversion price also is subject to a full ratchet adjustment upon the Company’s issuance of Common Stock, warrants, or rights to purchase Common Stock or securities convertible into Common Stock for a consideration per share which is less than the then applicable conversion price of the Notes excluding Common Stock and options issued to officers, directors, and employees of the Company, except for the exercise or conversion of existing convertible securities of the Company. In evaluating the accounting treatment of this anti-dilution feature, the Company believes that is has control over whether or not the anti-dilution feature will be exercised. The Company is able to decide on which type of financing is raised, and thus the Company can prevent the issuance of shares at a price below the anti-dilution strike price. The number of Warrants and exercise price is proportionately adjustable for events including subdivisions, combinations or consolidations, reclassifications, exchanges, mergers, and reorganizations. In accounting for the convertible debentures, the Company allocated the fair value of the warrants to the proceeds received in the amount of $566,778, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, two years. The Company recognized accretion of debt discount expense for the three months ended December 31, 2016 and 2015 of $100,349 and $0, respectively and $162,454 and $0 for the six months ending December 31, 2016 and 2015, respectively. The Company recognized a beneficial conversion expense for the three months ended December 31, 2016 and 2015 of $4,897 and $0, respectively, and $45,291 and $0 for the six months ended December 31, 2016 and 2015, respectively. Interest expense for the three months ended December 31, 2016 and 2015 of $35,105 and $0, respectively, and $68,789 and $0 for the six months ending December 31, 2016 and 2015, respectively. As of December 31, 2016, $1,665,000 of principal was outstanding after conversion of $150,000 of debentures into common stock. September 2016 Convertible Promissory Note In September 2016, the Company entered into a Securities Purchase Agreement and Convertible Promissory Note to obtain $100,000 in gross proceeds from a non-affiliated party (collectively hereinafter referred to as the “Note Holder”) in exchange for 200,000 unregistered and restricted shares of common stock of the Company and a convertible promissory note in the principal amount of $100,000. The Note Holder received 250,000 common stock warrants exercisable at $0.12 per share through September 15, 2019. The promissory note has a term of eight months maturing on May 15, 2017 and stipulates a one-time interest charge of eight percent (8%) shall be applied on the issuance date to the principal. The promissory note is pre-payable by the Company at any time without penalty. The Note Holder has the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. The promissory note includes piggyback registration rights and the Company shall include on the next registration statement it files with the SEC all shares issuable upon conversion of the note. In accounting for the convertible promissory note, the Company allocated the fair value of the common stock and warrants to the proceeds received in the amount of $29,523, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, eight months. The Company recognized accretion of debt discount expense for the three months ended December 31, 2016 and 2015 of $10,959 and $0, respectively, and $14,564 and $0 for the six months ending December 31, 2016 and 2015, respectively. The Company recognized a beneficial conversion expense for the three months ended December 31, 2016 and 2015 of $0 and $0, respectively, and $29,523 and $0 for the six months ending December 31, 2016 and 2015, respectively. Interest expense for the three months ended December 31, 2016 and 2015 were $3,653 and $0, respectively. Interest expense for the six months ended December 31, 2016 was $7,258 and $0 respectively. As of December 31, 2016, $100,000 of principal was outstanding. November 2016 Convertible Promissory Notes In November 2016, the Company entered into a Securities Purchase Agreement and Convertible Promissory Note to obtain $200,000 in gross proceeds from a non-affiliated party (collectively hereinafter referred to as the “Note Holder”) in the principal amount of $200,000. The promissory note has a term of twenty-four months maturing on November 7, 2017 and stipulates a one-time interest charge of eight percent (8%) shall be applied on the issuance date to the principal. The promissory note is pre-payable by the Company at any time without penalty. The Note Holder has the right of conversion into unregistered and restricted shares of Common Stock at a conversion price of $0.12 per share at any date. In accounting for the convertible promissory note, the Company allocated the fair value of the common stock and warrants to the proceeds received in the amount of $52,817, recorded as debt discount and is amortized using the effective interest rate method over the life of the loan, twenty four months. The Company recognized accretion of debt discount expense for the three months and six months ended December, 2016 and 2015 of $4,807 and $0, respectively. The Company recognized a beneficial conversion expense for the three months and six months ended December 31, 2016 and 2015 of $19,484 and $0, respectively. The Company recognized interest expense for the three months ended and six months ending December 31, 2016 and 2015 of $2,400 and $0, respectively. As of December 31, 2016, $200,000 of principal was outstanding. Debt Issuance Costs The costs related to the issuance of debt are presented on the balance sheet as a direct deduction from the related debt and amortized to interest expense using the effective interest method over the maturity period of the related debt. Amortization expense for the three months ended December 31, 2016 and 2015 was $15,821 and $0, respectively, and $31,329 and $0 for the six months ending December 31, 2016 in 2015, respectively. |