Note 3 - Convertible Debt & Notes Payable | NOTE 3 CONVERTIBLE DEBT & NOTES PAYABLE In February 2015, we sold 25,000 units to an investor in exchange for $25,000. The 25,000 units consist of: (i) 25,000 shares of our common stock; (ii) 2-year options to purchase 25,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $25,000. The note is non-interest bearing and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion. The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein. The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount. The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows: Residual value of shares $ 0 Residual fair value of options $ 0 Fair value of BCF (derivative) $ 25,000 The note was recorded net of a full discount in the amount of $25,000, which is being amortized over the initial term of the note. At June 30, 2015, the unamortized balance of the debt discount is $20,446. In April 2015, we sold 250,000 units to an investor in exchange for $250,000. The 250,000 units consist of: (i) 250,000 shares of our common stock; (ii) 2-year options to purchase 250,000 shares of our common stock at $0.20, and (iii) a 2-year convertible promissory note in the amount of $250,000. The note bears 10% interest and is convertible into shares of our common stock at the higher of (a) twenty five cents ($.25) or (b) fifty percent (50%) of the average closing price of our shares as reported by the OTC Markets for the 10 trading days prior to the day of conversion. The conversion rights embedded in the note are accounted for as a derivative financial instrument because of the beneficial conversion feature embedded therein. The beneficial conversion feature was valued and recorded at the date of issuance at fair value, and recorded as a debt discount. The proceeds received were allocated first to the derivative liability, with the residual allocated between the shares and options issued based on their relative fair values, as follows: Residual value of shares Residual value of options $ 0 $ 0 Fair value of BCF (derivative) $ 250,000 The note was recorded net of a full discount in the amount of $250,000, which is being amortized over the initial term of the note. At June 30, 2015, the unamortized balance of the debt discount is $226,027. During the second quarter of 2015, we received $122,500 in net proceeds from related party loans. Scheduled principal maturities for debt issuances at June 30, 2015 is as follows: Year ended December 31, 2015 (6 months) $ 210,000 Year ended December 31, 2016 835,000 Year ended December 31, 2017 275,000 Total 1,320,000 Less Unamortized Debt Discount (246,472) Plus General Operating Loans 412,500 Balance as of June 30, 2015 $ 1,486,028 |