Note 10 - Convertible Notes Payable | NOTE 10 – CONVERTIBLE NOTES PAYABLE Note Holder Balance 6/30/2015 Unamortized Original Derivative Discount Unamortized Original Issue Discount Balance of Debt Discount Balance, net of Discount 6/30/2015 Typenex Co-Investment, LLC $ 163,131 $ (27,718) $ (14,594) $ (42,313) $ 120,819 Typenex Co-Investment, LLC 89,056 (15,132) (2,652) (17,784) 71,273 Total Convertible Notes Payable $ 252,188 $ (42,850) $ (17,246) $ (60,096) $ 192,091 Notes Issued to Gotama Capital S.A. On March 14, 2014, the Company closed the first of three tranches of a financing transaction pursuant to the terms of the Exchange Agreement. At the closing, the Company issued a convertible promissory note in the principal amount of $ 185,000 to Gotama Capital S.A. in exchange for cash proceeds of $ 185,000 . The note bears interest at a rate of 8 % per annum, with interest being payable on May 15 th 200,000 to the same investor in exchange for cash proceeds of $ 200,000 . The note has the same terms as the note described above, except that unless earlier converted or repaid, the principal amount of the note is due and payable on April 10, 2017. On May 19, 2014, the Company closed the third tranche of the financing contemplated pursuant to the terms of the Exchange Agreement. At the closing, the Company issued a convertible promissory note in the principal amount of $ 175,000 to the same investor in exchange for cash proceeds of $ 149,881 and $25,000 of expenses paid on behalf of the Company, which the Company immediately recorded as its own expense. The note has the same terms as the notes described above, except that unless earlier converted or repaid, the principal amount of the note is due and payable on May 19, 2017. The Company may prepay the principal amount of the notes at any time, in whole or in part, without the prior written consent of the holder. On June 30, 2015, the Company converted $614,341 at a price of $0.15 per share, representing the entire principal amount and all accrued interest of the three convertible promissory notes issued to Gotama Capital S.A., into an aggregate of 4,095,605 shares of the Company’s common stock, par value $0.001 per share (the “Conversion Shares”). As a result of the conversion, the three notes issued to Gotama Capital are no longer outstanding. Note Issued to Typenex Co-Investment, LLC. On November 4, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Typenex Co-Investment, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company concurrently issued to Investor a Secured Convertible Promissory Note in a principal amount of $ 1,687,500 (the “Company Note”). The principal amount includes an original issue discount of $80,000 plus an additional $7,500 to cover Investor's due diligence and legal fees in connection with the transaction. In consideration for the Company Note, Investor issued a series of promissory notes aggregating to the sum of $1,600,000 (the “Purchase Price”), consisting of an initial cash disbursement of $200,000 and the issuance to the Company of ten promissory notes, the first two promissory notes in a principal amount of $100,000 each and the remaining eight promissory notes in a principal amount of $150,000 (each an “Investor Note” and collectively, the “Investor Notes”). The Company Note and the Investor Notes each bear interest at the rate of 10% per annum and mature on April 4, 2019 and the Company’s obligations under the Company Note are secured by liens on the Investor Notes pursuant to the terms of a Security Agreement entered into by the Company in favor of the Investor. Subject to certain conditions, the Company may prepay the Company Note by making a payment equal to 125% of the then outstanding balance (including interest and other fees and amounts due). Each of the Investor Notes may be prepaid (and the Company may receive additional funds under the facility in excess of the initial $200,000 cash proceeds) only upon the mutual agreement of the parties. On January 16, 2015, upon the mutual agreement of the parties, the Investor paid to the Company the sum of $ 102,028 as a prepayment of all of its obligations owed to the Company under the first Investor Note in the original principal amount of $ 100,000 dated November 4, 2014, issued by the Investor in favor of the Company. The first two tranches were issued with an original issue discount of $ 20,472 , of which $ 3,226 has been amortized to interest expense for the twelve months ended June 30, 2015, resulting in an unamortized balance of $ 17,246 . The Company recognized an additional debt discount of $ 48,975 on the first two tranches for the original fair value recognition of the derivative liability (discussed further below), of which $6,125 has been amortized to interest expense for the fiscal year ended June 30, 2015, resulting in an unamortized balance of $42,850. Beginning on May 4, 2015, the Company is required to repay the outstanding balance on the Company Note in monthly installments of approximately $35,000 per month plus all unpaid interest and other costs, fees or charges under the Company Note. Payment may be made in cash or, subject to certain conditions, in shares of the Company’s common stock or any combination of cash and shares. If payments are made in shares (each, an “Installment Conversion”), such installments or portions thereof are, subject to certain conditions, convertible into shares of the Company’s common stock at the lesser of (i) a conversion price of $0.10, subject to adjustment or (ii) a price that is equal to 70% of the average of the three lowest closing bid prices of the Company’s common stock in the twenty trading days immediately preceding such conversion, subject to a floor of $0.01. In addition, on the date that is twenty trading days from the date the Company delivers installment shares to Investor, there is a true-up where the Company is required to deliver additional shares if the installment conversion price as of the true-up date is less than the installment conversion price used to deliver the initial shares. Beginning on May 4, 2015, all or any amount of a conversion eligible tranche (as described below) under the Company Note is convertible, at the option of the Investor (each, a “Lender Conversion”), into shares of the Company’s common stock at a conversion price of $0.10 per share, subject to customary anti-dilution adjustments and other adjustments described in the Company Note (the “Conversion Price”). The Company Note is convertible into shares of the Company’s common stock by Investor in eleven tranches consisting of an initial tranche of $217,500 plus interest and other amounts due which may be converted into shares of the Company’s common stock at the Conversion Price at any time on or after May 4, 2015 and ten additional tranches (each a “Subsequent Tranche”), two of which are in the amount of $105,000 plus interest and other amounts due and eight of which are in the amount of $157,500 plus interest and other amounts due. Each Subsequent Tranche may not be converted into shares of the Company’s common stock unless the Investor has paid in full the Investor Note corresponding to such tranche, which payment requires the Company’s consent. On January 16, 2015, the Investor paid to the Company the sum of $102,028 as a prepayment of all of its obligations owed to the Company under the first Investor Note and consequently the first Subsequent Tranche of $105,000 plus interest and other amounts due may be converted into shares of the Company’s common stock at the Conversion Price at the option of the Investor at any time on or after May 4, 2015. Subject to certain conditions based on the trading volume and trading price of the Company’s common stock, the Company may also elect to convert the entire outstanding balance under the Company Note into shares of the Company’s common stock at the Conversion Price. If the Company fails to repay the Company Note when due, or if the Company is otherwise in default under the Company Note, at the option of Investor a default interest rate of 22% per annum will apply on all conversion eligible portions of the Company Note while the default continues. In the event the Company is in default under the Company Note, the Investor also has the option to accelerate the note with the outstanding balance becoming immediately due and payable or increase the outstanding balance of the note by an amount of 5% or 15% depending on the particular default. In addition, if the Company fails to issue stock to the Investor within three trading days of receipt of a notice of conversion, the Company must pay a penalty equal to the greater of (i) $500 per day; or (ii) 2% of the product of (A) the number of shares to which Investor was entitled that were not issued on a timely basis; and (B) the closing sale price of the common stock on the trading day immediately preceding the last day for us to timely issue the shares. The Company Note provides that the Investor maintains a right of offset that, under certain circumstances, permits the Investor to deduct amounts owed by the Company under the Company Note from amounts otherwise owed by Investor under the Investor Notes. In addition, the Company is permitted at any time to deduct and offset any amount owing by the Investor under the Investor Notes from any amount owed by the Company under the Company Note. Since the Company Note and the Investor Notes may be offset against each other, they are recorded on a net basis in the Consolidated Balance Sheet. On June 30, 2015 pursuant to the terms of the Company Note, the Company elected to deduct and offset the principal amount of $1,300,000 and all accrued interest thereon owing by the Investor under the remaining nine Investor Notes from the amount owed by the Company under the Company Note, leaving an outstanding balance of $252,188 under the Company Note as of June 30, 2015 and total unamortized debt discount of $60,096. The Company Note provides that Investor may not convert the Company Note in an amount which would cause Investor to own more than 4.99%, or if the Company’s market capitalization (as defined in the Company Note) is less than $10,000,000, more than 9.99%, of the Company’s outstanding common stock. The Company paid Pyrenees Investments $20,000 as a finder’s fee (equal to 10% of the gross proceeds) in connection with the first closing, $10,020 in connection with the second closing, and $16,000 as discussed in Note 11. The total finder’s fee of $46,020 was capitalized as deferred issuance costs and amortized over the term of the respective notes. As of June 30, 2015 unamortized deferred issuance costs were $39,258. Finance fees for the fiscal year ended June 30, 2015 were $6,762. The Company evaluated the Company Note under the requirements of ASC 480 “Distinguishing Liabilities from Equity” and concluded that the note does not fall within the scope of ASC 480. The Company then evaluated the Company Note under the requirements of ASC 815 “Derivatives and Hedging”. Due to the existence of the anti-dilution provision which reduces the Lender Conversion Price in the event of subsequent dilutive issuances by the Company, the Company determined that the Lender Conversion feature does not meet the definition of “indexed to” the Company’s stock, and the scope exception to ASC 815’s derivative accounting provisions does not apply. The Company also determined that the Lender Conversion feature of the Company Note meets the definition of an embedded derivative that should be separated from the Company Note and accounted for as a derivative liability. The Company recorded an original valuation of $48,975 for the derivative liability. As of June 30, 2015, the Company had a derivative liability of $68,584 and reflected a change in derivative liability of $19,609 for the twelve month period ended June 30, 2015. The Company further concluded that because of the conversion floor of $0.01 on Installment Conversions and because the Company has the right at any time to offset the Investor Notes from the Company Note, the following features of the Company Note do not meet the definition of an embedded derivative that should be separated from the Company Note and accounted for as a derivative liability: the Installment Conversion feature of the Company Note, the default and remedy provisions of the Company Note, the Company’s option to settle a Lender Conversion in cash in the event the Investor elects to convert subsequent to the occurrence of an event of default under the Company Note and the Company’s prepayment option under the Company Note. Derivative Liabilities The convertible notes discussed above contain conversion features that result in an embedded derivative. The Company has recorded the fair value of each derivative as described above as a current liability in the consolidated balance sheet as of June 30, 2015. The change in fair value was recorded as other expense in the consolidated statement of operations for the year ended June 30, 2015. In arriving at fair-value estimates, the Company utilizes the most observable inputs available for the valuation technique employed. If a fair-value measurement reflects inputs at multiple levels within the fair value hierarchy, the fair-value measurement is characterized based upon the lowest level input. For the Company, recurring fair-value measurements are performed for the derivative liability. The derivative liability is recognized in the consolidated balance sheet at fair value. Changes in the fair value of the derivative liability are reported in the consolidated statement of operations. The Company does not have any liabilities that reduce risk associated with hedging exposure and has not designated the derivative liability as a hedge instrument. The Company did not have any derivatives valued using Level 1 and Level 2 inputs as of June 30, 2015. The Company categorized the derivative liability as Level 3 with a fair value of $68,584 as of June 30, 2015 using the Black-Scholes pricing model. The Company used the following input ranges: stock price $0.0099-$0.029; expected term 3.9-4.4 years; risk-free rate 0.26%-1.63%; and volatility 107.5%-245.7%. Unobservable inputs were the prevailing interest rates, the Company’s stock volatility and the expected term. There have been no transfers between Level 1, Level 2, or Level 3 categories. Level 3 as of June 30, 2014 was $0; Level 3 additions for the twelve months ended June 30, 2015 were $48,975 for the initial recognition with $19,609 valuation adjustment at June 30, 2015; Level 3 at June 30, 2015 was $68,584. |