Note 7 - Convertible Note Payable and Derivative Liability | 6 Months Ended |
Jun. 30, 2014 |
Notes | ' |
Note 7 - Convertible Note Payable and Derivative Liability | ' |
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Note 7 – Convertible Note Payable and Derivative Liability |
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From time to time, we issue convertible promissory notes (the “Note” or “Notes”) to an unaffiliated third party. The net proceeds from these transactions are used for general working capital purposes. The difference between the face amount of the Notes and the net proceeds, if any, is recorded as deferred debt issuance costs on our condensed consolidated balance sheets if such difference is the result of payments related to issuance costs. Deferred debt issuance costs are amortized on a straight-line basis (which does not materially differ from the effective interest rate basis for our notes) over the term of the note and this amortization is included in interest expense in our condensed consolidated statements of operations. |
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The Note may be converted into shares of our common stock, par value $0.001 per share (our “Common Stock”), at the Conversion Price, as defined below, in whole, or in part, at any time beginning 180 days after the date of issuance of the Note, at the option of the holder. The Conversion Price is equal to 58% (the “Base Conversion Rate”) multiplied by the Variable Conversion Rate which is equal to the average of the three (3) lowest closing bid prices of our Common Stock during the ten (10) trading day period prior to the date of conversion divided by the Closing Price of our Common Stock on the day of conversion. |
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The Company evaluated the terms of the conversion features of the Note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. Since the conversion price can change with reductions in the price of Company common stock and the note is convertible into an unlimited number shares of its common stock (“Unlimited Shares Feature”), the conversion feature meets the definition of a derivative. The Company therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. |
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The difference between the Closing Price of our Common Stock and the Variable Conversion Rate is referred to as the Variable Conversion Rate Differential (“VCRD”). As noted above, the VCRD and Base Conversion rate components both result in there being no explicit limit on the number of shares that may be required to settle this contract and thereby the Company cannot assert it will have sufficient authorized shares over the contract period to settle this contract. Accordingly, the conversion feature as a whole is a liability. |
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In accordance with GAAP, the estimated fair value of the embedded conversion option derivative liability related to the Notes is required to be measured and recognized as a derivative liability on the date issuance at its fair value and re-measured to its new fair value at each balance sheet date. The estimated fair value of the compound embedded derivative liability related to the Note outstanding was measured as the aggregate estimated fair value of each component of the conversion feature, based on Level 2 and Level 3 inputs, which includes historical VCRDs, using a binomial lattice pricing model. Changes in the fair value of the compound embedded derivative liability at each reporting date are included in gain/ (loss) on derivative liability in our condensed consolidated statement of operations. |
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Similarly, accrued interest payable applicable to the Notes is convertible into Common Stock, without limit, at the same Base Conversion Rate and VCRD. The fair value of the compound embedded derivative liability applicable to accrued interest payable is measured and recognized at inception as a derivative liability with a corresponding charge to interest expense. As noted above, all derivative liabilities are re-measured in subsequent reporting periods with any change in fair value being included in gain/ (loss) on derivative liability. |
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At June 30, 2014, we had one Note outstanding in the principal amount of $53,000, which matures in January 2015, if not converted prior thereto. The Company received net proceeds from this Note of $50,000. |
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The Note also contains a prepayment option whereby we may, during the first 179 days the Note is outstanding, prepay the Note by paying 120% during the first 60 days, increasing in 5% increments each month to a maximum of 140% of the then outstanding unpaid principal, interest and any other amounts that might be due for penalties or any event of a default. After the initial 179 day period, there is no further right of prepayment. |
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The note holder may not make any conversions that would result in the note holder holding more than 4.99% of our issued and outstanding Common Stock at any one time. |
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We have reserved 810,000 shares of our unissued Common Stock for potential conversion of this Note. |
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Should we default on the repayment of the note, it is immediately due and payable. The minimum amount due is 150% times the outstanding principal and unpaid interest. |
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The fair value of the compound embedded derivative liability applicable to this Note on the day of issuance was $101,880 and was recorded as derivative liability. $53,000 of this amount was recorded as debt discount (limited to the face amount of the Note) and the excess $48,880 was recognized as loss on origination of derivative liability in our condensed consolidated statements of operations. The compound embedded derivative liability applicable to the Note was revalued to $50,840 on June 30, 2014, and a gain on revaluation of the derivative liability of $51,040 was recorded in our condensed consolidated statements of operations. |
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We recognized $3,176 of interest expense applicable to this Note during the three and six months ending June 30, 2014. We also recognized $17,918 of debt discount amortization during the three and six months ended June 30, 2014 relating to this Note. |
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