Note 7 - Convertible Note Payable and Derivative Liability | 9 Months Ended |
Sep. 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 debt issuance costs. Deferred debt issuance costs are amortized on a straight-line basis, which approximates the effective interest rate method, over the term of the Notes and this amortization is included in debt discount amortization in our condensed consolidated statements of operations. |
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The Notes 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 Feature”). 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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We evaluated the terms of the Conversion Feature of the Notes in accordance with ASC Topic No. 815 - 40, “Derivatives and Hedging - Contracts in Entity’s Own Stock.” Since there is no explicit limit on the number of shares that can be issued related to this instrument, we cannot assert we have sufficient authorized but unissued shares to settle the instrument over the contract period. Accordingly, the embedded conversion option cannot be classified within stockholders equity and requires to be bifurcated from the host instrument and accounted for as a derivative liability. |
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In accordance with GAAP, the derivative liability is recorded at its fair value on the date of issuance and subsequently remeasured to fair value each reporting period with any change in fair value being recognized as gain (loss) on revaluation of derivative liability in our condensed consolidated statement of operations. |
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The estimated fair value of the compound embedded derivative liability related to the Notes was measured utilizing a binomial lattice pricing model. |
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Similarly, accrued interest payable applicable to the Notes is convertible into Common Stock, without limit, at the same Conversion Price. The fair value of the embedded derivative liability applicable to accrued interest payable is measured and recognized at each reporting date 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 revaluation of derivative liability. |
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At September 30, 2014, we had two Notes outstanding in the principal amounts of $53,000 and $42,500, which mature in January and April 2015, if not converted prior thereto. The net proceeds from these Notes were $50,000 and $40,000, respectively. |
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The Notes also contain a prepayment option whereby we may, during the first 179 days a Note is outstanding, prepay the Note by paying 115% during the first 30 days, increasing in 5% increments each on the 31st day and each 30 days thereafter 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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At September 30, 2014, we have reserved 19,500,000 shares of our unissued Common Stock for potential conversion of these Notes. |
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Should we default on the repayment of a 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 total fair value of the compound embedded derivative liability applicable to these two Notes on the day of issuance was $148,741 and such amount was recorded as derivative liability. $91,023 of this amount was recorded as debt discount (limited to the face amount of the Notes) and the excess $48,880 was recognized as loss on origination of derivative liability in our condensed consolidated statements of operations. |
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The total fair value of the compound embedded derivative liability recognized applicable to the accrued interest relating to these two Notes was $3,205 and $4,264 during the three and nine months ending September 30, 2014. |
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The embedded derivative liability applicable to the Notes and accrued interest was revalued to $108,302 on September 30, 2014, and a gain (loss) on revaluation of the derivative liability of ($16,493) and $34,547 was recorded during the three and nine months ending September 30, 2014, respectively, in our condensed consolidated statements of operations. |
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We recognized $5,199 and $8,375 of interest expense applicable to these two Notes during the three and nine months ending September 30, 2014, respectively. We also recognized $26,754 and $44,674 of debt discount amortization during the three and nine months ended September 30, 2014, respectively, relating to these Notes. |
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On October 13, 2014, the note holder elected to convert $8,000 of the principal on the $53,000 note. 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. Accordingly, we issued 919,540 shares of common stock for the $8,000 principle conversion. |