CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2013 |
Convertible Notes Payable | ' |
CONVERTIBLE NOTES PAYABLE | ' |
NOTE 4. CONVERTIBLE NOTES PAYABLE |
|
During 2011, the Company issued three Convertible Promissory Notes (“Note”) in the aggregate principal amount of $117,500. The Notes, which were due on various dates between May and September 2012, bear interest at the rate of 8% per annum, with a provision for additional interest under certain circumstances, are unsecured and are convertible into shares of the Company's common stock at the election of lender at any time after 180 days from the date of the Note issuance at a conversion price equal to a 41% discount (for two Notes) or 42% discount (for one Note) to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The conversion price is subject to certain anti-dilution protection; for example, if the Company issues shares for a consideration less than the applicable conversion price, the conversion price is reduced to such amount. The lender agreed to restrict its ability to convert the Note and receive shares of the Company if the number of shares of common stock beneficially held by the lender and its affiliates in the aggregate after such conversion exceeds 4.99% of the then outstanding shares of common stock. However, this limitation does not preclude the holder from converting notes payable into common stock after selling shares owned into the market. |
|
During the nine months ended September 30, 2012, the lender elected to partially convert one Note in the original principal amount of $8,000 into shares of the Company stock and was issued 338,983 shares of common stock by the Company pursuant to the terms of the Note. The fair value of the note converted and shares issued was $16,949. |
|
During the nine months ended September 30, 2013, the lender elected to convert one Note fully and another Note partially in the original principal amount of $71,333 and accrued interest of $1,800 into shares of the Company stock and was issued 46,546,165 shares of common stock by the Company pursuant to the terms of the Note. The fair value of the note converted was $181,356. |
|
Subsequent to September 30, 2013, the lender elected to partially convert two Notes in the original principal amount of $13,373 into shares of the Company stock and was issued an aggregate of 23,432,388 shares of common stock by the Company pursuant to the terms of the Note. The fair value of the debt converted was approximately $35,000 as of September 30, 2013 and the date of conversion. The holder also converted a portion of accrued interest into 1,428,572 shares. |
|
On November 7, 2012, the Company received a demand notice requesting payment for the Default Sum owed together with all unpaid interest. If the Company fails to comply with this demand notice within five days from receipt of the demand notice the investor may exercise the rights under the convertible promissory notes. This includes, but is not limited to, conversion of the Default Sum owed into equity as provided for in the convertible promissory notes or bringing an action against the Company for all amounts due under the convertible promissory notes. |
|
As of September 30, 2013, the outstanding original principal of the two remaining Notes amounted to $38,167 ($109,500 - three notes at December 31, 2012). The convertible promissory notes have become due and payable along with any unpaid interest on various dates between May and September 2012. The aggregate outstanding principal, plus unpaid interest, was not paid on the maturity dates. As a result, the outstanding convertible promissory notes are considered to be in default and therefore, due and payable in an amount equal to the Default Sum as defined in the agreement. The Default Sum is equal to 150% of the sum of the unpaid principal, unpaid interest and unpaid default interest, which amounted to approximately $104,000 in aggregate as of September 30, 2013 ($194,000 - December 31, 2012). Further, the default interest rate for the outstanding convertible notes during the default period has increased to 22%. |
|
As of September 30, 2013, based on the average of the three lowest stock prices for the last ten days preceding September 30, 2013, the maximum number of common shares the Notes and accrued interest could be converted into is approximately 79,000,000 shares (31,000,000 - December 31, 2012). When taking account the 4.99% limitation on ownership as of September 30, 2013, the number of shares the holder could covert to at one time is 5,361,488 shares (1,229,431 - December 31, 2012). An increase in the Company's stock price will result in a decreased number of shares the Company would be obligated to issue. |
|
Under ASC 480, Distinguishing Liabilities from Equity, the Company determined the notes payable are liabilities reported at fair value because the notes payable will be convertible into a variable number of common shares at fixed monetary amount, known at inception. The notes payable are to be subsequently measured at fair value at each reporting period, with changes in fair value being recognized in earnings. The fair value of the notes payable is measured by calculating possible outcomes of conversion to common shares and repayment of the notes payable, then weighting the probability of each possible outcome according to management’s estimates. Management has determined that the most likely outcome will be conversion at the default sum and the fair value of the notes payable is equal to the estimated fair value of equity securities the Company will issue upon conversion. The fair value measurement is classified as a Level 3 in the valuation hierarchy. The following table is a roll forward of the notes payable fair value: |
|
Fair value at December 31, 2012 | | $ | 280,034 | |
Adjustment for conversion | | | (181,356 | ) |
Fair value at September 30, 2013 | | $ | 98,678 | |