Subsequent Events | 9 Months Ended |
Dec. 31, 2014 |
Subsequent Events | |
Subsequent Events | During the month of January 2015 the company issued four convertible notes payable, two notes with a total face value of $312,000 and two notes with a total face value of $104,000 and stated interest of 8%. The outstanding balances of these notes are convertible into a variable number of the Company’s common stock. Based on a conversion ratio of 68% of the lowest closing bid prices for 20 days prior to conversion, the Company accounted for these Notes under ASC Topic 815-15 “Embedded Derivative.” The derivative component of the obligation are initially valued and classified as a derivative liability with an offset to discounts on convertible debt. Discounts will be amortized to interest expense over the respective term of the related note. |
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On December 24, 2014, the Company issued a replacement convertible note payable, with a face value of $128,069.74 and stated interest of 8% to a third party investor, who had jut purchased $128,069.74 of debt from one of the Company’s other third party creditors. The outstanding balance of this note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 67% of the lowest closing bid prices for 20 days prior to conversion. From January 5, 2015 through February 19, 2015, the investor converted a total of $109,235.91 of the face value into 4,120,930 shares of common stock as itemized in the table below. As of February 23, 2015 the outstanding face value of the note was $18,833.83. |
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Conversion Date | | Converted Principal Amount | | | Discounted Conversion Price | | | Number of Common Shares Issued | | | Closing Stock Price | | | Fair Market Value of Shares | | | Outstanding Face Value | | | | | |
5-Jan-15 | | $ | 5,000.00 | | | | 0.051054 | | | | 97,936 | | | $ | 0.077 | | | $ | 7,541.07 | | | $ | 123,069.74 | | | | | |
6-Jan-15 | | $ | 4,600.00 | | | | 0.051054 | | | | 90,101 | | | $ | 0.086 | | | $ | 7,748.69 | | | $ | 118,469.74 | | | | | |
7-Jan-15 | | $ | 7,200.00 | | | | 0.051054 | | | | 141,027 | | | $ | 0.081 | | | $ | 11,423.19 | | | $ | 111,269.74 | | | | | |
8-Jan-15 | | $ | 4,300.00 | | | | 0.051054 | | | | 84,225 | | | $ | 0.08 | | | $ | 6,738.00 | | | $ | 106,969.74 | | | | | |
9-Jan-15 | | $ | 3,400.00 | | | | 0.051054 | | | | 66,596 | | | $ | 0.082 | | | $ | 5,460.87 | | | $ | 103,569.74 | | | | | |
12-Jan-15 | | $ | 2,000.00 | | | | 0.05025 | | | | 39,801 | | | $ | 0.08 | | | $ | 3,184.08 | | | $ | 101,569.74 | | | | | |
14-Jan-15 | | $ | 2,300.00 | | | | 0.0469 | | | | 49,041 | | | $ | 0.075 | | | $ | 3,678.08 | | | $ | 99,269.74 | | | | | |
15-Jan-15 | | $ | 2,100.00 | | | | 0.0469 | | | | 44,776 | | | $ | 0.0725 | | | $ | 3,246.26 | | | $ | 97,169.74 | | | | | |
21-Jan-15 | | $ | 9,200.00 | | | | 0.03015 | | | | 305,141 | | | $ | 0.0455 | | | $ | 13,883.92 | | | $ | 87,969.74 | | | | | |
22-Jan-15 | | $ | 11,000.00 | | | | 0.02211 | | | | 497,512 | | | $ | 0.0342 | | | $ | 17,014.91 | | | $ | 76,969.74 | | | | | |
26-Jan-15 | | $ | 8,486.80 | | | | 0.02211 | | | | 383,844 | | | $ | 0.0485 | | | $ | 18,616.43 | | | $ | 68,482.94 | | | | | |
28-Jan-15 | | $ | 8,500.00 | | | | 0.02211 | | | | 384,441 | | | $ | 0.045 | | | $ | 17,299.85 | | | $ | 59,982.94 | | | | | |
29-Jan-15 | | $ | 3,400.00 | | | | 0.02211 | | | | 153,777 | | | $ | 0.0475 | | | $ | 7,304.41 | | | $ | 56,582.94 | | | | | |
30-Jan-15 | | $ | 1,000.00 | | | | 0.02211 | | | | 45,228 | | | $ | 0.053 | | | $ | 2,397.08 | | | $ | 55,582.94 | | | | | |
2-Feb-15 | | $ | 1,800.00 | | | | 0.02211 | | | | 81,411 | | | $ | 0.0455 | | | $ | 3,704.20 | | | $ | 53,782.94 | | | | | |
3-Feb-15 | | $ | 4,800.00 | | | | 0.02211 | | | | 217,096 | | | $ | 0.045 | | | $ | 9,769.32 | | | $ | 48,982.94 | | | | | |
4-Feb-15 | | $ | 5,000.00 | | | | 0.02211 | | | | 226,142 | | | $ | 0.043 | | | $ | 9,724.11 | | | $ | 43,982.94 | | | | | |
5-Feb-15 | | $ | 8,000.00 | | | | 0.02211 | | | | 361,827 | | | $ | 0.042 | | | $ | 15,196.73 | | | $ | 35,982.94 | | | | | |
9-Feb-15 | | $ | 4,700.00 | | | | 0.02077 | | | | 226,288 | | | $ | 0.031 | | | $ | 7,014.93 | | | $ | 31,282.94 | | | | | |
10-Feb-15 | | $ | 3,300.00 | | | | 0.02077 | | | | 158,883 | | | $ | 0.036 | | | $ | 5,719.79 | | | $ | 27,982.94 | | | | | |
12-Feb-15 | | $ | 1,049.11 | | | | 0.02077 | | | | 50,511 | | | $ | 0.037 | | | $ | 1,868.91 | | | $ | 26,933.83 | | | | | |
17-Feb-15 | | $ | 2,100.00 | | | | 0.02077 | | | | 101,107 | | | $ | 0.0315 | | | $ | 3,184.87 | | | $ | 24,833.83 | | | | | |
18-Feb-15 | | $ | 1,900.00 | | | | 0.019095 | | | | 99,502 | | | $ | 0.031 | | | $ | 3,084.56 | | | $ | 22,933.83 | | | | | |
19-Feb-15 | | $ | 4,100.00 | | | | 0.019095 | | | | 214,716 | | | $ | 0.033 | | | $ | 7,085.63 | | | $ | 18,833.83 | | | | | |
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On December 12, 2014, the Company issued a replacement convertible note payable, with a face value of $250,000 and stated interest of 8% to a third party investor, who had just purchased $250,000 of debt from one of the Company’s other third party creditors. The outstanding balance of this note is convertible into a variable number of the Company’s common stock, based on a conversion ratio of 67% of the lowest closing bid prices for 20 days prior to conversion. From January 5, 2015 through February 19, 2015, the investor converted a total $78,720 of the face value and $445.70 of accrued interest into 2,843,580 shares of common stock as itemized in the table below. As of February 23, 2015 the outstanding face value of the note was $170,280. |
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Conversion Date | | Converted Principal Amount | | | Converted Interest | | | Discounted Conversion Price | | | Number of Common Shares Issued | | | Closing Stock Price | | | Fair Market Value of Shares | | | Outstanding Face Value | |
5-Jan-15 | | $ | 5,390.00 | | | $ | 7.09 | | | $ | 0.051054 | | | | 105,713 | | | $ | 0.077 | | | $ | 8,139.90 | | | $ | 243,610.00 | |
6-Jan-15 | | $ | 3,370.00 | | | $ | 5.17 | | | $ | 0.051054 | | | | 66,110 | | | $ | 0.086 | | | $ | 5,685.46 | | | $ | 240,240.00 | |
7-Jan-15 | | $ | 3,055.00 | | | $ | 5.36 | | | $ | 0.051054 | | | | 59,944 | | | $ | 0.081 | | | $ | 4,855.46 | | | $ | 237,185.00 | |
8-Jan-15 | | $ | 3,225.00 | | | $ | 6.36 | | | $ | 0.051054 | | | | 63,293 | | | $ | 0.08 | | | $ | 5,063.44 | | | $ | 233,960.00 | |
9-Jan-15 | | $ | 1,925.00 | | | $ | 4.22 | | | $ | 0.051054 | | | | 37,788 | | | $ | 0.082 | | | $ | 3,098.62 | | | $ | 232,035.00 | |
12-Jan-15 | | $ | 2,405.00 | | | $ | 6.85 | | | $ | 0.05025 | | | | 47,997 | | | $ | 0.08 | | | $ | 3,839.76 | | | $ | 229,630.00 | |
13-Jan-15 | | $ | 1,055.00 | | | $ | 3.24 | | | $ | 0.05025 | | | | 21,060 | | | $ | 0.0755 | | | $ | 1,590.03 | | | $ | 228,575.00 | |
14-Jan-15 | | $ | 3,140.00 | | | $ | 10.32 | | | $ | 0.0469 | | | | 67,171 | | | $ | 0.075 | | | $ | 5,037.83 | | | $ | 225,435.00 | |
15-Jan-15 | | $ | 1,545.00 | | | $ | 5.42 | | | $ | 0.0469 | | | | 33,058 | | | $ | 0.0725 | | | $ | 2,396.71 | | | $ | 223,890.00 | |
16-Jan-15 | | $ | 175 | | | $ | 0.65 | | | $ | 0.0469 | | | | 3,745 | | | $ | 0.0701 | | | $ | 262.52 | | | $ | 223,715.00 | |
20-Jan-15 | | $ | 3,725.00 | | | $ | 17.15 | | | $ | 0.041942 | | | | 89,222 | | | $ | 0.0639 | | | $ | 5,701.29 | | | $ | 219,990.00 | |
21-Jan-15 | | $ | 6,605.00 | | | $ | 31.85 | | | $ | 0.03015 | | | | 220,128 | | | $ | 0.0455 | | | $ | 10,015.82 | | | $ | 213,385.00 | |
22-Jan-15 | | $ | 1,100.00 | | | $ | 5.55 | | | $ | 0.02211 | | | | 50,002 | | | $ | 0.0342 | | | $ | 1,710.07 | | | $ | 212,285.00 | |
23-Jan-15 | | $ | 2,050.00 | | | $ | 10.78 | | | $ | 0.02211 | | | | 93,206 | | | $ | 0.0342 | | | $ | 4,194.27 | | | $ | 210,235.00 | |
26-Jan-15 | | $ | 4,065.00 | | | $ | 24.06 | | | $ | 0.02211 | | | | 184,942 | | | $ | 0.0485 | | | $ | 8,969.69 | | | $ | 206,170.00 | |
27-Jan-15 | | $ | 3,300.00 | | | $ | 20.25 | | | $ | 0.02211 | | | | 150,170 | | | $ | 0.065 | | | $ | 9,761.05 | | | $ | 202,870.00 | |
28-Jan-15 | | $ | 1,415.00 | | | $ | 8.99 | | | $ | 0.02211 | | | | 64,405 | | | $ | 0.045 | | | $ | 2,898.23 | | | $ | 201,455.00 | |
29-Jan-15 | | $ | 2,450.00 | | | $ | 16.11 | | | $ | 0.02211 | | | | 111,538 | | | $ | 0.0475 | | | $ | 5,298.06 | | | $ | 199,005.00 | |
30-Jan-15 | | $ | 1,760.00 | | | $ | 11.96 | | | $ | 0.02211 | | | | 80,143 | | | $ | 0.053 | | | $ | 4,247.58 | | | $ | 197,245.00 | |
2-Feb-15 | | $ | 1,475.00 | | | $ | 10.99 | | | $ | 0.02211 | | | | 67,209 | | | $ | 0.0455 | | | $ | 3,058.01 | | | $ | 195,770.00 | |
3-Feb-15 | | $ | 2,085.00 | | | $ | 15.99 | | | $ | 0.02211 | | | | 95,024 | | | $ | 0.045 | | | $ | 4,276.08 | | | $ | 193,685.00 | |
4-Feb-15 | | $ | 1,400.00 | | | $ | 11.05 | | | $ | 0.02211 | | | | 63,820 | | | $ | 0.043 | | | $ | 2,744.26 | | | $ | 192,285.00 | |
5-Feb-15 | | $ | 2,140.00 | | | $ | 17.35 | | | $ | 0.02211 | | | | 97,573 | | | $ | 0.042 | | | $ | 4,098.07 | | | $ | 190,145.00 | |
6-Feb-15 | | $ | 2,615.00 | | | $ | 21.78 | | | $ | 0.02211 | | | | 119,257 | | | $ | 0.0418 | | | $ | 4,984.94 | | | $ | 187,530.00 | |
9-Feb-15 | | $ | 5,930.00 | | | $ | 53.29 | | | $ | 0.02077 | | | | 288,074 | | | $ | 0.031 | | | $ | 8,930.29 | | | $ | 181,600.00 | |
10-Feb-15 | | $ | 2,590.00 | | | $ | 23.84 | | | $ | 0.02077 | | | | 125,847 | | | $ | 0.036 | | | $ | 4,530.49 | | | $ | 179,010.00 | |
11-Feb-15 | | $ | 1,510.00 | | | $ | 14.23 | | | $ | 0.02077 | | | | 73,386 | | | $ | 0.033 | | | $ | 2,421.74 | | | $ | 177,500.00 | |
12-Feb-15 | | $ | 1,120.00 | | | $ | 10.8 | | | $ | 0.02077 | | | | 54,444 | | | $ | 0.037 | | | $ | 2,014.43 | | | $ | 176,380.00 | |
13-Feb-15 | | $ | 1,735.00 | | | $ | 17.11 | | | $ | 0.02077 | | | | 84,358 | | | $ | 0.037 | | | $ | 3,121.25 | | | $ | 174,645.00 | |
17-Feb-15 | | $ | 1,440.00 | | | $ | 15.47 | | | $ | 0.02077 | | | | 70,076 | | | $ | 0.0315 | | | $ | 2,207.39 | | | $ | 173,205.00 | |
18-Feb-15 | | $ | 1,245.00 | | | $ | 13.64 | | | $ | 0.019095 | | | | 65,915 | | | $ | 0.031 | | | $ | 2,043.37 | | | $ | 171,960.00 | |
19-Feb-15 | | $ | 1,680.00 | | | $ | 18.78 | | | $ | 0.019095 | | | | 88,965 | | | $ | 0.033 | | | $ | 2,935.85 | | | $ | 170,280.00 | |
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On December 25, 2014, the Company issued 171,875 shares of common stock for compensation for a value of $18,906. The share price is valued at the adjusted closing price on the date of vesting of the shares which was $0.121 per share. The compensation agreement calls for a total of 2,750,000 shares to be issued during a 21 month period. Pursuant to the Restricted Shares Agreement, the remaining shares will be issued as follows: 171,875 on the six, nine, twelve, fifteen, eighteen and twenty one month anniversaries of the grant date, respectively. On January 6, 2015, the 171,875 shares were issued out of stock payable. |
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During the quarter ended December 31, 2014, the Company entered into a private placement subscription agreement that offers a total of 890,000 units for a value of $89,000, or $0.10 per unit. Each unit consists of one (1) share of the Company’s common stock, and one-half (1/2) common stock purchase Warrant. One full warrant entitles the holder to purchase one (1) share of the Corporation’s common stock at a price of $0.15 per share at any time within a 12 month period from the date of closing. On January 7, 2015, the Company issued 360,000 shares of common stock out of stock payable. |
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The note issued on January 15, 2015 has a face amount of $400,000 and stated interest rate of 12%. The outstanding balance of this note is convertible into a variable number of the Company’s common stock. Based on a conversion ratio of 60% of the lowest closing bid prices for 25 days prior to conversion or $.08 per share. |
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The note issued on January 16, 2015 has a face amount of $100,000 and stated interest rate of 12%. The outstanding balance of this note is convertible into a variable number of the Company’s common stock. Based on a conversion ratio of 45% of the lowest closing bid prices for 20 days prior to conversion or issue date. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $215,000 unsecured note payable issued on May 18, 2010 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $15,000 unsecured note payable issued on April 29, 2011 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $36,000 unsecured note payable issued on May 9, 2011 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $100,000 unsecured note payable issued on June 24, 2011 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $40,000 unsecured note payable issued on July 7, 2011 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $24,000 unsecured note payable issued on August 5, 2011 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $20,000 unsecured note payable issued on September 2, 2011 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $20,000 unsecured note payable issued on September 30, 2011 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $25,000 unsecured note payable issued on October 19, 2011 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $20,000 unsecured note payable issued on December 6, 2011 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $38,000 unsecured note payable issued on January 11, 2012 to a shareholder. |
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On February 16, 2015 the Company secured an extension through April 1, 2015 with no change in original terms of the agreement for a $49,980 unsecured note payable issued on December 18, 2012 to a third party. |
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On January 11, 2015, the Company entered into a securities purchase agreement providing for the purchase of two convertible promissory notes in the aggregate principal amount of $52,000 each. One of the notes was funded on January 13, 2015, with the Company receiving $47,500 of net proceeds after payment of legal and origination expenses. The note bears interest at the rate of 8% per annum, is due and payable on January 9, 2015, and may be converted at any time after funding into shares of Company common stock at a conversion price equal to 67% of the lowest closing bid price on the OTCQB during the 15 prior trading days. The second note, which has not been funded, has the same interest and conversion terms as the first note, but may be offset by a secured promissory note issued to the Company for $50,000, due on September 9, 2015, and accruing interest at the rate of 8% per annum. |
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On January 19, 2015, the Company issued a convertible promissory note in the face amount of $100,000, which bears interest at the rate of 12% per annum, is due and payable on July 16, 2015, and may be converted at any time after funding into shares of Company common stock at a conversion price equal to the lesser of (a) 55% of the lowest trading price during the 20 days preceding the execution of the note, or (b) 55% of the of the lowest traded price during the 20 trading days preceding conversion. The note was funded on January 28, 2015, with the Company receiving $93,000 of net proceeds after payment of legal and origination expenses. |
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On January 21, 2015, the Company issued a convertible promissory note in the face amount of $400,000, of which the Company is to assume $40,000 in original interest discount (“OID”), which together with any unpaid accrued interest is due two years after any funding of the note. The note is to be funded at the note holders discretion, and the initial tranche was funded on January 21, 2015, when the Company received cash in the amount of $50,000. The note is pre-payable for 90 days without interest, and incurs a one-time interest charge of 12% thereafter. The note balance funded (plus a pro rata portion of the OID together with any unpaid accrued interest) is convertible into shares of Company common stock at a conversion price equal to the lesser of $0.08 or 60% of the lowest traded price during the 25 prior trading days. |
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On February 3, 2015, the Company issued a collateralized secured convertible promissory for a 10% convertible promissory note with an aggregate principal amount of $252,500, of which the company is to assume an original issue discount of $22,500 (the “OID”) and legal fees and other expenses totaling $5,000, which together with any unpaid accrued interest is due on November 3, 2015. The note is to be issued in tranches with an initial tranche of $87,500, of which the company received $75,000 on February 6, 2015, with the remaining $5,000 being used for legal and other expenses and the Company assuming $7,500 of the OID. This convertible note together with any unpaid accrued interest is convertible into shares of Company common stock at a conversion price equal to the 60% of the average of the lowest three closing bid prices during the 20 prior trading days. The remaining three tranches, which have not yet been funded, of $55,000 under the note will consist of $50,000 in principal and $5,000 of the OID, and may be offset by three $50,000 promissory notes issued in favor of the Company, accruing interest at 8% per annum and maturing on November 3, 2015. In conjunction with the convertible note issued by the Company and the three promissory notes issued to the Company for the three additional tranches of funding to the Company, the Company issued four warrants for a total number of shares equal to $123,750 ($41,250 for the first warrant corresponding to funding on February 6, 2015, and $27,500 for the other three warrants corresponding to the future tranches of funding to the Company) divided by the conversion market price in the convertible note. The warrants have an exercise price of $0.10, subject to adjustment, and expire on January 3, 2020. Each of the warrants are only exercisable after the corresponding tranche of funding to the Company has been paid. Therefore, the first warrant is currently exercisable, but the other three warrants are not. |
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On February 10, 2015, the Company entered into an equity purchase agreement with a third party investor dated February 6, 2015, whereby the third party agreed to purchase up to $1,800,000 of the Company’s common stock, to be registered in a Form S-1 registration statement. The agreement will have a one-year term unless sooner terminated because $1,800,000 of the Company’s common stock has already been sold to the investor. During the term, the Company will have the right to deliver up to two put notices per month requiring it to purchase up to a maximum of $75,000 of shares for a specific amount. The purchase price for the shares covered by the put notice shall be equal to 75% of the lowest closing bid price for the ten trading days immediately preceding clearing of the estimated put shares (defined below). The Company will deliver to the investor, simultaneously with delivery of a put notice, a number of shares equal to 120% of the investment amount divided by the closing price of the Company’s common stock on the day preceding the put notice date. The actual number of shares purchased by the investor for the investment amount shall then be calculated by dividing the investment amount by the put purchase price. Any excess estimated put shares shall then be returned to the Company. The number of Shares sold to the investor at any time shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by the investor, would result in the investor owning more than 9.99% of all of the Company’s common stock then outstanding. Finally, as part of the equity purchase agreement, the investor is prohibited from executing any short sales of the Company’s common stock during the term of the equity purchase agreement. |