Note 11 - Short-term Convertible Debt and Derivative Liabilities | 9 Months Ended |
Sep. 30, 2013 |
Notes | ' |
Note 11 - Short-term Convertible Debt and Derivative Liabilities | ' |
NOTE 11 - SHORT-TERM CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES POLICY |
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Short –term convertible debt at September 30, 2013 represents the following: |
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| Original Principal | Reduction through conversion to stock | Balance at September 30, 2013 | Unamortized Discount |
Asher Enterprises, Inc. | $183,000 | $0 | $183,000 | $ 0 |
Magna Group, Inc. | 150,000 | -150,000 | 0 | 0 |
Redwood Management, LLC | 200,000 | -200,000 | 0 | 0 |
Redwood Fund II, LLC | 150,000 | 0 | 150,000 | 0 |
WHC Capital, LLC (i) | 400,000 | -190,486 | 209,514 | -87,151 |
WHC Capital, LLC (ii) | 250,000 | 0 | 250,000 | 0 |
Total convertible debt due | $1,333,000 | ($540,486) | $792,514 | ($87,151) |
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The derivative liability of $120,931 at September 30, 2013 represents the fair market value at of the WHC Capital, LLC (i) short-term convertible debt. The derivative liability and related reporting in the Statement of Operations was calculated by an independent accounting firm and verified by management. |
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The following is the range of variables used in revaluing the derivative liabilities at September 30, 2013 and during the three months then ended for derivatives that were revalued upon conversion of principal balances as noted above. |
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| 30-Sep-13 | Three Months ended September 30, 2013 | | |
Annual dividend yield | 0 | 0 | | |
Expected life (years) of | 0.58 | 0.84 - 1.43 | | |
Risk-free interest rate | 0.10% | 0.10 - 0.17% | | |
Expected volatility | 382.00% | 290.9 – 400.9% | | |
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Short Term Notes, Convertible (Unless Prepaid) 180 Days After Issuance. |
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(a) Asher Enterprises, Inc. (aggregate total at September 30, 2013: $ 183,000) |
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On April 4, May 14, July 10, and August 28, 2013, the Company issued convertible notes of $32,500, $63,000, $55,000, and $32,500 respectively (total $183,000) to Asher Enterprises, Inc. Under the terms of the notes, the Company is to repay any principal balance and interest, at 8% per annum, at the maturity dates ranging from December 11, 2013 to May 30, 2014. The Company may prepay the convertible promissory notes prior to maturity at varying prepayment penalty rates specified under the agreements. The convertible promissory notes are convertible into shares of the Company’s common stock after six months. The conversion price is calculated by multiplying: (a) 58% (42% discount) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date on the April 4 and May 14, 2013 notes and (b) by multiplying 51% (49% discount) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date on the July 10 and August 28, 2013. Since these conversion features are only convertible after 180 days from date of issuance, there is no immediate derivative liability upon issuance. However, the Company will account for the derivative liability upon the passage of time when they do become convertible or in the event of default whereby the notes become convertible if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the holder, as it is variable and does not have a floor as to the number of common shares in which could be converted. |
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(b) Redwood Fund II, Inc. (aggregate total at September 30, 2013: $150,000) |
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On April 29, 2013, the Company issued a convertible note of $100,000 to Redwood Fund II, LLC. Under the terms of the notes, the Company is to repay any principal balance and interest, at 8% per annum at maturity date of January 29, 2014. |
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During the three months ended September 30, 2013, an additional $50,000 was received and added to the note with the same terms and conditions for an aggregate note balance of $150,000. |
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The Company may prepay the convertible promissory note prior to maturity at 125% of the outstanding principal. The convertible promissory note is convertible into shares of the Company’s common stock after 180 months. The conversion price is calculated by multiplying 45% (55% discount) by the lowest traded price during the eight (8) days prior to the conversion date. Since the conversion feature is only convertible after 180 days from date of issuance, there is no immediate derivative liability upon issuance. However, the Company will account for the derivative liability upon the passage of time or in the event of default whereby the note becomes convertible if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the holder, as it is variable and does not have a floor as to the number of common shares in which could be converted. |
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(c) WHC Capital, LLC (aggregate total at September 30, 2013: $250,000) |
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On June 27, 2013, August 8, 2013 and September 9, 2013, the Company issued convertible notes of $50,000, $100,000 and $100,000 respectively to WHC Capital, LLC. Under the terms of the notes, the Company is to repay any principal balance and interest, at 10% per annum, at the maturity date of May 1, 2014. The Company may prepay the convertible promissory note prior to maturity at a prepayment premium as agreed in writing between the parties. The convertible promissory notes are convertible into shares of the Company’s common stock 180 days after the issuance date. The conversion price is calculated by multiplying 45% (55% discount) by the average of the three (3) lowest intra-day trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. Since the conversion features are only convertible after six months, there is no immediate derivative liability upon issuance. However, the Company will account for the derivative liability upon the passage of time or in the event of default whereby the notes become convertible if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the holder, as it is variable and does not have a floor as to the number of common shares in which could be converted. |
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Other Short Term Note (non-convertible) |
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The Company entered into an agreement with StreetCapital,Inc. to provide advisory services as to the financial aspects and structure of any proposed financing for fees of $10,000 per month commencing July 1,2013 for an initial period of 5 months. The advisory fee obligation was evidenced by a non-interest bearing promissory note for $50,000 maturing December 6, 2013. |
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Short Term Convertible Notes Containing an Immediate Right of Conversion |
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(a) Magna Group, Inc ($150,000 note, fully converted by July 24, 2013) |
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On April, 29, 2013, the Company issued a convertible note of $150,000 to Magna Group, LLC. The note carried interest at 12% per annum and, unless converted, had a maturity date of December 29, 2014. The Company could prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note was convertible into shares of the Company’s common stock any time after the issuance of the convertible note. The conversion price was calculated by multiplying 55% (45% discount) by the lowest trading price in the three (3) trading days prior to the conversion date. The conversion feature was considered a derivative liability since the note was immediately convertible and the conversion feature was variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated the initial derivative liability to be $264,329 using the Black-Scholes option pricing model with the following assumptions: volatility of 190.7%, expected life of 1.67 years, risk free interest rate of 0.12% and no dividends. This derivative liability exceeded the principal amount resulting in a full discount of the note and an additional day one charge for the excess value of the derivative liability of $114,329 which is included in the accompanying statement of operations. The discount was amortized over the life of the note or as converted (see below) |
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Upon conversion of the convertible note, the derivative liability associated with the principal and interest converted was valued immediately before conversion using the Black-Scholes model. The change in fair value of the derivative liability associated with the principal and interest converted was recorded as a gain/loss on fair value of derivative liability in the accompanying statement of operation, with the remaining value of that portion of the derivative liability written off with a corresponding credit to additional paid-in capital. During the nine-months ended September 30, 2013, the holder of the convertible note converted $150,000 of principal and $1,464 of accrued interest thereon into 117,335,067 shares of common stock. In aggregate through September 30, 2013 the derivative liability of $474,361 associated with the converted principal and interest was credited to additional paid-in capital at the time of conversions (being $179,550 credited to additional paid-in capital through June 30, 2013 and $294,811 credited to additional paid-in capital through September 30, 2013). As of September 30, 2013, there was no remaining derivative liability associated with this note as all outstanding balances were fully converted. The company recorded a loss on the change in fair value of the derivative liability of $133,421 and $210,032 during the three and nine months ended September 30, 2013. During the three and nine months ended September 30, 2013, amortization of debt discount was $60,240 and $150,000, respectively. As of September 30, 2013 there was no remaining unamortized discount. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation and the quarter end valuation related to the derivative liability. |
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(b) Redwood Management LLC ($200,000 note, fully converted by July 26, 2013) |
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On April, 29, 2013, the Company issued a convertible note of $200,000 to Redwood Management LLC. The note carried interest at 8% per annum, and unless converted had a maturity date of April 29, 2014. The Company could prepay the convertible promissory note at 125% of the outstanding principal. The convertible promissory note was convertible into shares of the Company’s common stock any time after the issuance of the convertible note. |
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The conversion price is calculated by multiplying 55% (45% discount) by the lowest closing day trading price during the eight (8) trading days prior to the conversion date. The conversion feature is considered a derivative liability as the note is immediately convertible and the conversion feature is variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated the initial derivative liability to be $1,417,303 using the Black-Scholes option pricing model with the following assumptions: volatility of 208.6%, expected life of 1.0 year, risk free interest rate of 0.12% and no dividends. This derivative liability exceeded the principal amount resulting in a full discount of the note and an additional day one charge for the excess value of the derivative liability of $1,217,303 which is included in the accompanying statement of operations. The discount was amortized over the life of the note. |
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Upon conversion of the convertible note, the derivative liability associated with the principal and interest converted is valued immediately before conversion using the Black-Scholes model. The change in fair value of the derivative liability associated with the principal and interest converted is recorded as a gain/loss on fair value of derivative liability in the accompanying statement of operation, with the remaining value of that portion of the derivative liability written off with a corresponding credit to additional paid-in capital. During the three and nine-months ended September 30, 2013, the holder of the convertible note converted $200,000 of principal into 151,801,600 shares of common stock. In aggregate through September 30, 2013, the derivative liability of $552,854 associated with the converted principal was credited to additional paid-in capital at the time of conversion (being $204,386 credited to additional paid-in capital through June 30, 2013 and $348,468 credited to additional paid-in capital through September 30, 2013). As of September 30, 2013, there was no remaining derivative liability associated with this note as all outstanding balances were fully converted. The company recorded a gain/loss on the change in fair value of the derivative liability of $179,176 (loss) and $864,449 (gain) during the three and nine months ended September 30, 2013. During the three and nine months ended September 30, 2013, amortization of debt discount was $61,250 and $200,000, respectively. As of September 30, 2013 there was no remaining unamortized discount. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation and the quarter end valuation related to the derivative liability. |
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(c) WHC Capital, LLC (aggregate convertible notes issued through September 30, 2013 : $ 300,000) |
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On June 27, 2013, the Company issued a convertible note of $100,000 to WHC Capital, LLC. The note carried interest at 10% per annum, and unless converted had the maturity date of May 1, 2014. The Company could prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note is convertible into shares of the Company’s common stock any time after the issuance of the convertible note. The conversion price is calculated by multiplying 45% (55% discount) by the average of the three (3) lowest intra-day trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. |
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The conversion feature is considered a derivative liability as the note is immediately convertible, and the conversion feature is variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated the derivative liability to be $131,703 using the Black-Scholes option pricing model with the following assumptions: volatility of 259.6%, expected life of 0.84 years, risk free interest rate of 0.15% and no dividends. This derivative liability exceeded the principal amount resulting in a full discount of the note and an additional day one charge for the excess value of the derivative liability of $31,703 which is included in the accompanying statement of operations. The discount is being amortized over the life of the note. During the three and nine months ended September 30, 2013 accretion of discount was $99,026 and $100,000 based on the original convertible note and accelerated amortization due to conversation of the principal balance. As of September 30, 2013, there was no unamortized discount remaining on the note. This note was fully converted out by July 24, 2013. |
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Upon conversion of all or a portion of the convertible note, the derivative liability associated with the principal and interest converted is valued immediately before conversion using the Black-Scholes model. The change in fair value of the derivative liability associated with the principal and interest converted is recorded as a gain/loss on fair value of derivative liability in the accompanying statement of operation, with the remaining value of that portion of the derivative liability written off with a corresponding credit to additional paid-in capital. During the three and nine-months ended September 30, 2013, the holder of the convertible note converted $100,000 of principal into 133,290,807 shares of common stock. In aggregate, derivative liability of $798,067 associated with the converted principal was credited to additional paid-in capital at the time of conversion. As of September 30, 2013, there was no remaining derivative liability associated with this note as all outstanding balances were fully converted. The company recorded a loss on the change in fair value of the derivative liability of $567,107 and $666,364 during the three and nine months ended September 30, 2013. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation related to the derivative liability. |
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On August 5, 2013, the Company issued a second convertible note of $100,000 to WHC Capital, LLC. The note also carried interest at 10% per annum and, unless converted, had a maturity date of May 1, 2014. The Company could prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note is convertible into shares of the Company’s common stock any time after the issuance of the convertible note. The conversion price is calculated by multiplying 45% (55% discount) by the average of the three (3) lowest intra-day trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The conversion feature is considered a derivative liability as the note is immediately convertible and the conversion feature is variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated the derivative liability to be $291,725 using the Black-Scholes option pricing model with the following assumptions: volatility of 382.0%, expected life of 0.74 years, risk free interest rate of 0.12% and no dividends. The derivative liability exceeded the principal amount resulting in a full discount of the note and an additional day one charge for the excess value of the derivative liability of $191,725 which is included in the accompanying statement of operations. The discount is being amortized over the life of the note. During the three and nine months ended September 30, 2013 accretion of discount was $90,488 based on the original convertible note and accelerated amortization due to conversation of the principal balance. As of September 30, 2013, there was remaining unamortized of $8,512 which will be amortized over the remaining term of the note, or as the note is converted. The Company revalued the derivative liability as of September 30, 2013 using the Black-Scholes option pricing model with variables included in the range of the table below. The Company recorded a gain on the change in fair value of the derivative liability of $41,417 during the three and nine months ended September 30, 2013. $ 90,488 of the outstanding principal under this note was converted out as of September 30, 2013. |
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Upon conversion of all or a portion of the convertible note, the derivative liability associated with the principal and interest converted is valued immediately before conversion using the Black-Scholes model. The change in fair value of the derivative liability associated with the principal and interest converted is recorded as a gain/loss on fair value of derivative liability in the accompanying statement of operation, with the remaining value of that portion of the derivative liability written off with a corresponding credit to additional paid-in capital. During the three and nine-months ended September 30, 2013, the holder of the convertible note converted $90,488 of principal into 91,650,000 shares of common stock. In aggregate, derivative liability of $229,976 associated with the converted principal was credited to additional paid-in capital at the time of conversion. As of September 30, 2013, there was $20,332 of derivative liability associated with this note. The Company used the below range of inputs to the Black-Scholes pricing model for each valuation and the quarter end valuation related to the derivative liability. |
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On September 9, 2013, the Company issued third convertible note of $100,000 to WHC Capital, LLC. The note also carried interest at 10% per annum, and unless at the maturity date of May 1, 2014. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note is convertible into shares of the Company’s common stock any time after the issuance of the convertible note. The conversion price is calculated by multiplying 45% (55% discount) by the average of the three (3) lowest intra-day trading prices for the Company’s common stock during the ten (10) trading days prior to the conversion date. The conversion feature is considered a derivative liability as the conversion feature is variable with no floor as to the number of common shares which could be converted. Accordingly, the Company calculated the derivative liability to be $84,349 using the Black-Scholes option pricing model with the following assumptions: volatility of 382.0%, expected life of 0.64 years, risk free interest rate of 0.12% and no dividends. The discount is being amortized over the life of the note. During the three and nine months ended September 30, 2013 accretion of discount was $6,710 and $6,710, respectively. As of September 30, 2013, there was $77,639 remaining in unamortized discount. The Company revalued the derivative liability as of September 30, 2013 using the Black-Scholes option pricing model with variables included in the range of the table below. The Company recorded a loss on the change in fair value of the derivative liability of $16,250 during the three and nine months ended September 30, 2013. None of this note had converted out as of September 30, 2013. |