Note 3 - Notes Payable and Long Term Loan | Note 3 - Notes Payable and Long Term Loan Notes Payable In October 2013, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000. The notes bear interest at 10% per annum and are due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 125,000 shares of its common stock for each unit. In July 2014, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000. The notes bear interest at 10% per annum and are due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 50,000 shares of its common stock for each unit. In October 2014, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000. The notes bear interest at 10% per annum and are due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 50,000 shares of its common stock for each unit. From January 1, 2014 to June 30, 2015, the company has issued promissory notes for an aggregate principal of approximately $302,500 under this private placement. During the three months ended June 30, 2015, the Company issued and has outstanding one convertible Debenture (Variable Debenture) with original terms of 9 months and an interest rate of 8% which contains a variable conversion rate with a discount of 42% of the Companys common stock based on the average lowest three trading prices 15 days previous to conversion. The Variable Debenture contains a prepayment option which enables the Company to prepay the note for periods of 0-180 days subsequent to issuance at premiums ranging from 120% to145%. The gross amount of the Variable Debenture outstanding is $38,000 as of June 30, 2015. During the three months ended June 30, 2015, a note was reassigned from one investor to another. During this reassignment, the Company entered into negotiations with the new note holder to have the note contain a conversion feature that would allow the note holder to convert the amount of the note into shares of common stock. The note matures in 1 year and has no interest rate. The note contains a variable conversion rate with a discount of 40% of the Companys common stock based on the Volume Weighted Average Price (VWAP) of the 5 preceding days of trading. The convertible note contains a prepayment option which enables the Company to prepay the note at any time. As of June 30, 2015, the outstanding balance of this note was $100,000. As of June 30, 2015 December 31, 2014 Notes payable at beginning of period $ 1,377,416 $ 710,072 Notes payable issued for cash 340,500 935,500 Less amounts converted to stock (295,915) (268,156) Notes payable at end of period 1,422,001 1,377,416 Less debt discount (135,920) (2,391) $ 1,286,081 $ 1,375,025 Notes payable issued to related parties $ 341,000 $ 291,000 Notes payable issued to non-related parties $ 945,081 $ 1,084,025 Derivative Liability The Company issued two Variable Debentures during the three months ended June 30, 2015, which contained variable conversion rates based on unknown future prices of the Companys common stock. This resulted in a conversion feature. The Company measures the conversion feature using the Black-Scholes option valuation model using the following assumptions: Six months ended June 30, 2015 2014 Expected term 9 months - 1 year None Exercise price $0.30-$0.52 None Expected volatility 158%-181% None Expected dividends None None Risk-free interest rate 0.28% None Forfeitures None None The time period over which the Company will be required to evaluate the fair value of the conversion feature is nine months or conversion. The assumptions used in determining fair value represent managements best estimates, but these estimates involve inherent uncertainties and the application of managements judgment. As a result, if factors change, including changes in the market value of the Companys common stock, managements assessment or significant fluctuations in the volatility of the trading market for the Companys common stock, the Companys fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Companys stock price, which is subject to significant fluctuation and is not under its control. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Companys Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. As of June 30, 2015 and December 31, 2014, the balances of the Derivative Liability are as follows: Derivative Liability Balance December 31, 2014 $ - Issuance of debt 186,640 Change in estimated fair value (1) (29,446) Balance June 30, 2015 $ 157,194 (1) The change in estimated fair value is reflected in interest expense on the statement of operations. Long Term Loan The Company has financed the purchase of an automobile. The future minimum payments on the loan are as follows: Maturity dates of long term debt Twelve months ending, June 30, 2016 $ 11,852 June 30, 2017 $ 12,211 June 30, 2018 $ 10,465 June 30, 2019 $ - $ 34,528 Current portion $ 11,852 Long term portion $ 22,676 |