Debt Instruments | 6 Months Ended |
Feb. 28, 2014 |
Notes to Financial Statements | ' |
Note 9 - Debt Instruments | ' |
Asset-Based Debt Financing |
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On April 11, 2013, the Company executed a non-dilutive asset-based debt financing (the “Lender Financing”) with a third party (the “Lender”). The Lender Financing consists of a $250,000 line of credit secured by all of the Company’s assets. The Company’s management also executed limited recourse guarantees with the Lender. Interest is payable monthly based on a floating interest rate determined based on a formula outlined in detail within the financing agreement. The Company anticipates the effective monthly interest rate charged on the outstanding balance owed to the third party will be between 2.2% and 1.1%. The Lender Financing was due and payable in full on September 30, 2013. |
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Subsequently, the Company executed an extension to this agreement. The Lender financing has been increased from a $250,000 to a $520,000 line of credit secured by all of the Companies assets. The line of credit maturity date has been extended from September 30, 2013 to June 27, 2014. |
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Convertible Notes Payable |
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The Company has relied on financing from a lender since 2010 (the “Creditor”). Each note issued by the Creditor (the “Creditor Notes”) bears interest per annum at a rate of 8%, default interest rate of 22% and is generally payable within six months from the issuance date. The table below details the transactions with the Creditor during the six months ended February 28, 2014. The Company is currently in default on these Creditor’s Notes. |
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Creditor’s Notes, in default, principal balance as of August 31, 2013 | | $ | 230,500 | |
Conversion of a portion of Creditor’s Note to common stock (9,935,956 common shares issued) | | | (47,720 | ) |
Creditor’s Notes, in default, principal balance as of February 28, 2014 | | $ | 182,780 | |
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As of February, 28, 2014, the conversion price of a total of $182,780 Creditor Notes, including certain Creditor Notes that are in default as of the date of these financial statements, and accrued interest of approximately $120,798 is based upon a 39% discount to lowest five days closing prices of the Company’s common stock over the ten-day period prior to conversion. As a result, the lower the stock price at the time the Creditor converts the Creditor Notes, the more common shares the Creditor will receive. |
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To the extent the Creditor converts the Creditor Notes and then sells its common stock, the market price of the common stock may decrease due to the additional shares in the market. This could allow the Creditor to receive greater amounts of common stock upon conversion. The sale of each share of common stock could further depress the stock price. Due to the floating conversion price of the notes, the Company does not know the exact number of shares that the Creditor would be issued upon conversion. The table below details the number of shares of the Company’s common stock the Creditor would be issued, if the Creditor elected to convert the Creditor Notes to common shares on each reporting date. The shares issuable upon conversion of the Creditor Notes may result in substantial dilution to the interests of the Company’s other shareholders. In this regard, even though the investor may not hold shares amounting to more than 9.99% of the outstanding shares at one time, this restriction does not prevent the investor from selling some of its holdings and then receiving additional shares. In this way, the investor could sell more than the 9.99% limit while never holding more than the limit. |
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The table below details the number of shares issuable to the Creditor, without regard to the 9.99% limitation, in the event the share price decreases 25%, 50% or 75% from the stock price as of each date set forth below. |
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| | 28-Feb-14 | |
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Stock price | | $ | 0.007 | |
Effective conversion price | | $ | 0.0026 | |
Creditor Note and accrued interest balance outstanding | | $ | 303,578 | |
Actual outstanding shares of common stock | | | 39,491,530 | |
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Shares issuable upon conversion, at actual price | | | 115,201,123 | |
% of outstanding common stock, at actual price | | | 292 | % |
Shares issuable upon conversion, assuming 25% price decrease | | | 153,601,498 | |
% of outstanding common stock, assuming 25% price decrease | | | 389 | % |
Shares issuable upon conversion, assuming 50% price decrease | | | 230,402,247 | |
% of outstanding common stock, assuming 50% price decrease | | | 583 | % |
Shares issuable upon conversion, assuming 75% price decrease | | | 460,804,493 | |
% of outstanding common stock, assuming 75% price decrease | | | 1,167 | % |
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Vendor Convertible Note |
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The Company issued a non-interest bearing convertible promissory note due on demand (the “Vendor Note”) to settle all outstanding debts with a former vendor (the “Vendor”). The table below details the transactions with the Vendor during the six months ended February 28, 2014. |
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Vendor Notes, principal balance as of August 31, 2013 | | $ | 96,500 | |
Conversion of Vendor Note to common stock (3,000,000) common shares issued) | | | (5,800 | ) |
Vendor Note, principal balance, February 28, 2014 | | $ | 90,700 | |
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As of February 28, 2014, the conversion price of the $90,700 Vendor Note is based upon a 50% discount to lowest five days bid prices of the Company’s common stock over the five-day period prior to conversion. As a result, the lower the stock price at the time the Vendor converts the Vendor Note, the more common shares the Vendor will receive. To the extent the Vendor converts the Vendor Note and then sells its common stock, the common stock may decrease due to the additional shares in the market. This could allow the Vendor to receive greater amounts of common stock upon conversion. The sale of each share of common stock further depresses the stock price. Due to the floating conversion price of the notes, the Company does not know the exact number of shares that the Vendor would be issued upon conversion. The table below details the number of shares of the Company’s common stock the Vendor would be issued, if the Vendor elected to convert the Vendor Note to common shares on each reporting date. The shares issuable upon conversion of the Vendor Note may result in substantial dilution to the interests of the Company’s other shareholders. |
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The table below details the number of shares issuable to the Vendor in the event the share price decreases 25%, 50% or 75% from the stock price as of each date set forth below. |
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| | 28-Feb-14 | |
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Stock price | | $ | 0.007 | |
Effective conversion price | | $ | 0.0021 | |
Convertible promissory notes balance outstanding | | $ | 90,700 | |
Actual outstanding shares of common stock | | | 39,491,530 | |
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Shares issuable upon conversion, at actual price | | | 44,243,902 | |
% of outstanding common stock, at actual price | | | 112 | % |
Shares issuable upon conversion, assuming 25% price decrease | | | 58,991,870 | |
% of outstanding common stock, assuming 25% price decrease | | | 149 | % |
Shares issuable upon conversion, assuming 50% price decrease | | | 88,487,805 | |
% of outstanding common stock, assuming 50% price decrease | | | 224 | % |
Shares issuable upon conversion, assuming 75% price decrease | | | 176,975,610 | |
% of outstanding common stock, assuming 75% price decrease | | | 448 | % |
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Convertible Promissory Notes |
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As of February 28, 2014, the Company has nine convertible promissory notes issued between December 2011 and February 2014. The convertible promissory notes bear interest at ether 4% or 8% per annum and are due in full, including principal and interest, three years from the issuance date ranging from December 2014 to August 2016. The convertible promissory notes also include a conversion option whereby the holders o may elect at any time to convert any portion or the entire balance into the Company’s common stock at conversion prices ranging from $0.0038 to $1.25. The table below details the transactions associated with the convertible promissory notes during the six months ended February 28, 2014. |
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Convertible promissory notes, principal balance as of August 31, 2013 | | $ | 835,000 | |
Issuance of convertible promissory notes | | | 10,000 | |
Conversion of convertible promissory notes to common stock | | | - | |
Convertible promissory notes, principal balance, February 28, 2014 | | $ | 845,000 | |
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Of the $845,000 of convertible promissory notes outstanding, $525,000 are held by related parties. These related parties consist of the Company's officers, significant shareholders or entities controlled by these individuals. As of February 28, 2014, $10,000 of these notes were included within the current portion of convertible promissory notes on the accompanying balance sheet as the note was due within one year of the balance sheet. |
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For seven of the convertible promissory notes, the conversion feature associated with the convertible promissory note provide for a rate of conversion that is below market value. This conversion feature is accounted for as a beneficial conversion feature. A beneficial conversion feature was recorded and classified as a debt discount on the balance sheet at the time of issuance of each convertible promissory note with a corresponding credit to additional paid-in capital. |
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In addition, six of the convertible promissory notes received warrants to purchase shares of the Company's common stock. The valuation of the stock warrants and the beneficial conversion feature associated with the issuance of convertible promissory notes utilized valuation inputs and related figures provided by a professional and independent valuation firm. The Company allocated the a portion of the proceeds received from the convertible promissory notes to the warrants using the relative fair value resulting in a debt discount to each convertible promissory note. |
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The discount is amortized over the term of the convertible promissory note using the straight line method. The amortized value for each period is recorded as an offset against the debt discount on the balance sheet, classified as interest expense - accretion in the statement of operations and as accretion of debt discount within the statement of cash flows. During the six months ended February 28, 2014, the Company recorded a beneficial conversion feature of $7,895 in connection with the issuance of a $10,000 convertible note. During the six months ended February 28, 2014 and 2013, $20,537 and $19,224 of the discounts were amortized to interest expense, respectively. |
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Future maturities of the principal balances of the Company’s convertible promissory notes, in the aggregate, are as follows for the years ending August 31, |
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2014 | | $ | 110,000 | |
2015 | | | 625,000 | |
2016 | | | 110,000 | |
Thereafter | | | - | |
| | $ | 845,000 | |