Note 8 - Convertible Notes Payable | Note 8 Convertible Notes Payable Convertible Notes Payable The June 1, 2015 Notes On June 1, 2015, the Company issued convertible notes payable (the June 1, 2015 Notes) to several original investors of DB Capital Corp. (see Note 7 reference to the 2012 Subscription Agreements). The aggregate stock payable to these investors at March 31, 2015 was $249,342. The aggregate principal amount of the convertible promissory notes issued on June 1, 2015 was $184,870. All of these notes have a maturity date of June 1, 2016 and have interest explicitly stated in the payment amount due at maturity. The aggregate principal and interest due at maturity is $218,745. The nominal interest rates implicit in these notes range from 14% to 21%, with an average implicit rate of 18%. The June 1, 2015 Notes may be converted into common stock of the Company at a 50% discount to the applicable bid price of the closing day the conversion is executed. This conversion feature based on a future, unknown stock price implies an embedded derivative (see below). In recording the June 1, 2015 Notes, we charged the notes aggregate principal amounts ($184,870) against the outstanding stock payable at March 31, 2015 ($249,342), recording a gain of $64,472 on the excess. On October 27, 2015, we entered into a convertible promissory note with a financing institution to redeem most of these notes (see the discussion below in the section entitled The October 27, 2015 Redemption Note. All but one creditor from the June 1, 2015 group redeemed their notes with the financial institution. The remaining June 1, 2015 note holder has a principal balance owed at December 31, 2015 of $8,300, an unamortized debt discount of $3,458, accrued interest of $944, and an associated derivative liability of $9,061. The May 20, 2015 Cash Note On May 20, 2015, we issued a convertible promissory note (the May 20, 2015 Cash Note) for $21,500 in exchange for $20,000 in cash. The note principal and interest matures on May 20, 2016, and accrues interest at 8%. The note is convertible at any time into common shares of the Company at a conversion price equal to 50% of the lowest trading price for the twenty trading days prior to notice of conversion. This conversion feature based on a future, unknown stock price implies an embedded derivative (see below). We immediately recorded the difference between the stated note principal amount of $21,500 and the actual funds received $20,000 as interest expense. During the nine months ended December 31, 2015, we recorded $975 of nominal interest, amortized $11,400 of debt discount to interest expense, and recorded changes in the fair value of the associated derivative liability. During the three months ended December 31, 2015, we issued 2,145,202- common shares upon election of the creditor to convert a portion of the outstanding interest and principal to our common shares. In issuing these shares, we recorded a reduction of principal and interest of $11,500 and $504, respectively, increasing Additional Paid in Capital by those amounts. In addition, we proportionally reduced the unamortized debt discount by $8,150, charging Interest Expense for that amount, and reduced the derivative liability by $13,656, increasing Additional Paid in Capital in so doing. At December 31, 2015, unpaid interest and principal amounted to $472 and $10,000, respectively. Unamortized debt discount was $1,950 and the fair value of the embedded derivative liability was $12,881. The November 1, 2015 Cash Notes On November 1, 2015, we issued three convertible promissory notes (The November 1, 2015 Cash Notes) to accredited investors in exchange for cash. The aggregate nominal value of these notes, which is equal to the cash proceeds, is $125,000. These notes mature on November 1, 2016, accrue interest due at maturity at 6.5%, and can be converted to common stock at 50% of the applicable bid price on the day the conversion is executed. Any unpaid principal and interest is automatically converted, at maturity, to common stock at the conversion price. This conversion feature based on a future, unknown stock price implies an embedded derivative (see below). During the three months ended December 31, 2015, we accrued interest of $1,035, recorded the initial value of their embedded derivative liabilities (see below) of $133,880 and debt discounts of $125,000. The difference between the initial derivative and the debt discount (i.e., $8,880) was recorded immediately as interest expense. Additionally, during the three months ended December 31, 2015, we amortized $18,749 to interest expense, and reduced the embedded derivatives to their fair values at December 31, 2015. Unamortized discounts and the fair value of embedded derivatives at December 31, 2015 for the November 1, 2015 Cash Notes were $106,251 and $125,861, respectively. The October 26, 2015 Cash Note On October 26, 2015, we exchanged a $206,000 convertible promissory note for $188,000 in cash. The note matures on April 26, 2015 and bears no interest until maturity, but bears interest of 12% for unpaid principal after maturity. After the maturity date, the holder may elect to convert any portion of the unpaid principal and accrued interest into common stock at a 35% discount from the average of the lowest intra-day traded price within the fifteen days prior to a notice of conversion. The inclusion of a variable conversion price implied an embedded derivative (see below for the calculation of the derivative value) which we recorded as $155,951. The difference between the nominal value of the note ($206,000) and cash proceeds ($188,000) were combined with the initial derivative value (see below) of $155,951 and recorded as a initial debt discount of $173,951. For the six months ended December 31, 2015, we amortized $57,984 to interest expense and reduced the related derivative liability to its fair value at December 31, 2015 of $139,392, recording a Change in Fair Value of Derivative of $16,559. The October 27, 2015 Redemption Note On October 27, 2015, we entered into an arrangement with six of our seven June 1, 2015 Note Holders to redeem their June 1, 2015 Notes, issuing a new note (the October 27, 2015 Redemption Note) to a new creditor in the amount of $188,322 in the process. The October 27, 2015 Redemption Note matures on April 26, 2016, inherits the 6.5% interest provision of the acquired June 1, 2015 notes (with unpaid interest and principal accruing interest at 12% after maturity) and can be converted to common stock at price which equals the lesser of (a) 60% of the intra-day price for the twenty days preceding a Notice of Conversion or (b) $0.00075. We recorded the initial value of the embedded derivative (see below) of $177,864 as a debt discount. During the three months ended December 31, 2015, we accrued $2,030 in nominal interest and amortized $29,113 of debt discount to interest expense. We treated the redemption of the six June 1, 2015 Notes as an extinguishment of those debts in accordance with ASC 405-20-40-1, Liabilities Derecognition Additionally, we reduced the debt discounts ($116,626) and fair values of their embedded derivatives ($184,073) of the June 1, 2015 Notes to zero, recording increase in Additional Paid in Capital of $67,447 on their extinguishment. During the three months ended December 31, 2015, we issued 8,369,200 common shares upon conversion by the creditor of the October 27, 2015 Redemption Note. In recording these issuances, we reduced outstanding principal by $6,277. Additionally, we proportionally reduced the unamortized debt discount and fair values of the associated embedded derivative by $5,589 and $4,863, respectively. We charged the $5,589 to Interest Expense and increased Additional Paid in Capital for the $4,863. We amortize debt discounts on all outstanding instruments to interest expense over the life of the notes (none of which exceeds one year) on a straight line basis (which approximates the amortization which would have been recorded using the Effective Interest Method). For the nine months ended December 31, 2015, we amortized an aggregate of $195,772 of debt discounts to interest expense. Derivative Liabilities We evaluated our convertible promissory notes for embedded derivatives according to Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments Accounting for Derivative Instruments and Hedging Activities The June 1, 2015 Notes We evaluated the June 1, 2015 Notes embedded derivatives at June 30, 2015, September 30, 2015, October 27, 2015 (the date of conversion of six of the seven notes), and December 31, 2015 using the following assumptions: · · · · · The following table shows the changes in the fair values of the derivatives for the June 1, 2015 Notes from their issuance to December 31, 2015: 06/30/15 09/30/15 10/27/15 12/31/15 Beginning balance $ - $ 208,678 $ 208,014 $ 9,339 Initial value at issuance 213,919 - - - Change in fair value (5,241) (664) (14,602) (278) Decreases from redemptions - - (184,073) - Ending balance $ 208,678 $ 208,014 $ 9,339 $ 9,061 The May 20, 2015 Cash Note We evaluated the May 20, 2015 Cash Notes embedded derivative at June 30, 2015, September 30, 2015 and December 31, 2015 using the following assumptions: · · · · · The following table shows the changes in the fair values of the derivatives for the May 20, 2015 Cash Note from issuance to December 31, 2015: 06/30/15 09/30/15 12/31/15 Beginning balance $ - $ 34,530 $ 16,329 Initial value at issuance 33,654 - - Change in fair value 876 (4,545) (3,448) Reductions from conversions - (13,656) - Ending balance $ 34,530 $ 16,329 $ 12,881 The November 1, 2015 Cash Notes We evaluated the November 1, 2015 Cash Notes embedded derivative at December 31, 2015 using the following assumptions: · · · · · Initial derivative aggregate values for the November 1, 2015 Cash Notes were $133,880. We recorded a reduction in the fair value of these liabilities at December 31, 2015 of $8,019, resulting in a gain of that amount. The fair value of the liabilities at December 31, 2015 was $125,861. The October 26, 2015 Cash Note We evaluated the October 26, 2015 Cash Notes embedded derivative at December 31, 2015 using the following assumptions: · · · · · The initial value of the embedded derivative was $155,951. We reduced that amount to the fair value at December 31, 2015 of $139,392, recognizing a gain of $16,559 for the three months ended December 31, 2015. The October 27, 2015 Redemption Note We evaluated the October 26, 2015 Cash Notes embedded derivative at December 31, 2015 using the following assumptions: · · · · · · The initial value of the derivative at issuance was $177,864. During the three months ended December 31, 2015, we reduced that amount by $4,863 due to conversions into common stock by the creditor and an additional $23,363 from a change in the derivatives fair value. The following table summarizes the changes in the derivative liabilities for the nine months ended December 31, 2015 for all instruments: Derivative liabilities, March 31, 2015 $ - New additions from note issuances 715,268 Redemption of June 1, 2015 convertible notes (184,073) Retirement from conversions of debt to equity (18,519) Changes in fair values of derivatives (75,843) Balances, December 31, 2015 $ 436,833 |