CONVERTIBLE NOTE AT FAIR VALUE | 6 Months Ended |
Feb. 28, 2015 |
Debt Disclosure [Abstract] | |
Convertible Note Payable At Fair Value Disclosure [Text Block] | 9. CONVERTIBLE NOTE AT FAIR VALUE |
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As of February 28, 2015, the estimated fair value of our convertible promissory notes and warrants is as follows: |
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Convertible Notes and Warrants | | Fair Value | | Fair Value | | | | | | | |
Issuance or | February 28, | | | | | | |
August 31, 2014 | 2015 | | | | | | |
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Redwood Funds Convertible Note - $100,000 | | $ | 107,215 | | $ | 121,284 | | | | | | | |
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KBM Convertible Note #1 (issued 8/25/14) - $88,500 | | $ | 134,649 | | $ | 129,440 | | | | | | | |
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KBM Convertible Note #2 (issued 10/1/14) - $42,500 | | | - | | $ | 76,535 | | | | | | | |
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KBM Convertible Note #3 (issued 12/30/14) - $33,000 | | | - | | $ | 63,858 | | | | | | | |
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Total | | $ | 241,864 | | $ | 391,117 | | | | | | | |
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Redwood Funds Warrants – 100,000 shares | | $ | 521 | | $ | 506 | | | | | | | |
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Redwood Fund Convertible Note and Warrants |
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On April 14, 2014, the Company issued a $100,000 12% convertible note with a term to October 14, 2014 (the “Maturity Date”) to Redwood Fund (the “Holder”). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning six months after the issuance date, at the holder’s option, at a fixed conversion price of $0.075% per share. The conversion price provides for down-round protection in the event any subsequent equity sales are issued at a lower conversion price. The Company has the option to prepay all or any portion of the purchase price; however, the prepayment amount must be 110% of the principal amount to be prepaid together with all accrued but unpaid interest. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 20% per annum and the note becomes immediately due and payable. |
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In connection with the issuance of the convertible note, the Company also issued detachable warrants to Redwood Fund indexed to 100,000 shares of the Company’s common stock. The exercise price of the warrants is $0.10 per share. The term to expiration for the warrants is five years. The exercise price provides for down-round protection in the event any subsequent equity sales are issued at a lower conversion price. |
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On September 30, 2014, the holders of the Redwood Note and Warrants amended the Notes conversion price to $0.03; extended the Note maturity date by 6 months; and revised the Warrants exercise price to $0.04. |
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The Company has evaluated the terms and conditions of the convertible note and warrants under the guidance of ASC 815. The conversion feature did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the down round protection feature. Therefore, the conversion feature requires bifurcation and liability classification. Additionally, the default put requires bifurcation because it is indexed to risks that are not associated with credit or interest risk. As a result, the compound embedded derivative comprises of (i) the embedded conversion feature and (i) the default put. Rather than bifurcating and recording the compound embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4. Additionally, the warrants did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the down round protection feature. As a result, the warrants require liability classification. |
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KBM Worldwide Convertible Notes |
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On August 29, 2014, the Company completed an offering by entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”), dated August 25, 2014, with KBM Worldwide, Inc., a New York corporation (the “Holder”) for an aggregate principal amount of $88,500 (the “Purchase Price”) in the form of a convertible promissory note (“KBM Note #1”). On October 21, 2014, the Company completed an offering by entering into a Securities Purchase Agreement, dated October 1, 2014, with KBM Worldwide for an aggregate principal amount of $42,500 in the form of a convertible promissory note (“KBM Note #2”). On December 30, 2014, the Company completed an offering by entering into a Securities Purchase Agreement with KBM Worldwide for an aggregate principal amount of $33,500 in the form of a convertible promissory note (“KBM Note #3”). |
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The KBM Notes earns an interest rate equal to 8% per annum and matures on May 27, 2015; July 3, 2015; and October 2, 2015. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth therein. Any amount of principal or interest on this KBM Note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid (“Default Interest”). |
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The KBM Notes are convertible any time after 180 days after issuance, and the Purchaser has the right to convert the KBM Note into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to 58% multiplied by the Market Price (closing bid) (representing a discount rate of 42%). “Market Price” means the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period ending on the latest complete trading day prior to the conversion date. The Conversion Price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the Conversion Price (a full ratchet reset). |
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In addition, in no event the Purchaser may convert the shares into common stock if the Purchaser’s total number of shares beneficially held at that time would exceed 9.99% of the number of shares of the Company’s common stock. The Investor Note conversion price and Warrants exercise price is subject to adjustments with dilutive and full reset provisions. The embedded reset feature, conversion feature, and redemption provisions in the Note should be accounted for as a derivative liability based on guidance in ASC 820 and ASC 815. |
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The following table reflects the allocation of the KBM Note #3 purchase on the financing date December 30, 2014: |
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KBM Convertible Note | | Note | | | | | | | | | | |
Allocation/Costs | | | | | | | | | |
Proceeds | | $ | 33,000 | | | | | | | | | | |
Convertible promissory notes | | | 33,000 | | | | | | | | | | |
Fair Value at Issuance (including derivative value) | | | 63,060 | | | | | | | | | | |
Day One Excess value interest expense | | | 30,060 | | | | | | | | | | |
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The following table reflects the total Day One Excess value interest expense booked in the six months ended February 28, 2015: |
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Day One Excess value interest expense – Q2 | | $ | 30,060 | | | | | | | | | | |
Day One Excess value interest expense – Q1 | | | 31,376 | | | | | | | | | | |
Total for the six months ended February 28, 2015 | | $ | 61,436 | | | | | | | | | | |
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Fair Value Considerations |
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ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
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The standard describes three levels of inputs that August be used to measure fair value: |
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Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. |
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Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations August be obtained from, or corroborated by, third-party pricing services. |
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Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. |
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The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s convertible promissory notes which are required to be measured at fair value on a recurring basis under of ASC 815 as of February 28, 2015 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities as of February 28, 2015. |
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| | | | | Fair Value Measurements Using: | |
| | Fair Value | | Quoted Prices | | Significant | | Significant | |
in Active | Other | Unobservable |
Markets | Observable | Inputs |
(Level 1) | Inputs | (Level 3) |
| (Level 2) | |
Convertible Notes | | $ | 391,117 | | $ | - | | $ | - | | $ | 391,117 | |
Derivative Warrants | | | 506 | | | | | | | | | 506 | |
Totals | | $ | 391,623 | | $ | - | | $ | - | | $ | 391,623 | |
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Our financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, convertible notes payable, notes payable, and warrant liability. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the warrant liability, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liability are reported in other income (expense) as gain (loss) on change in fair value. |
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The Company values its derivative instruments related to embedded derivative features and warrants from the issuance of convertible debentures using Level 3 fair value inputs. |
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