CONVERTIBLE NOTES PAYABLE | NOTE 4 CONVERTIBLE NOTES PAYABLE In May and June 2014 (the May and June 2014 Notes), the Company issued 3 convertible promissory notes, each in the amount of $22,000. The Company received proceeds of $60,000 in the aggregate. Each of the May and June 2014 Notes matured on the six month anniversary of its issuance date, carried interest at 10% and contained a 9.1% original issue discount (OID). The OID was amortized over the earlier of the conversion of the note or the maturity date. The holders of the note can convert the notes into shares of common stock at any time from the date of issuance to maturity at $0.20 per share. In December 2014, the Company received conversion notices from the holders of the May and June 2014 Notes and accordingly, recorded the conversion of $66,000 of principal and $4,177 of accrued and unpaid interest of the three convertible promissory notes and 352,242 shares of common stock to be issued at a conversion price of $0.20 per share. The shares were issued in January 2015. On June 3, 2014, the Board authorized the Company to enter into a Securities Purchase Agreement (SPA) with Chicago Venture Partners, L.P. (CVP). Pursuant to the SPA, the Company agreed to issue to CVP a Secured Convertible Promissory Note in the principal amount of $1,657,500 (the Company Note). On June 6, 2014, the Company executed the SPA with CVP, for the sale of the Company Note in the principal amount of up to $1,657,500 (which includes CVPs legal expenses in the amount of $7,500 and a $150,000 OID) for $1,500,000, consisting of $500,000 paid in cash on June 11, 2014 (the Closing Date), two $250,000 secured promissory notes and two $250,000 promissory notes (the Investor Notes), aggregating $1,000,000, bearing interest at the rate of 10% per annum. The Investor Notes are due 30 months from the Closing Date and may be prepaid, without penalty. Advances received, OID charged and deferred financing costs incurred to CVP are as follows: Date Funded Amount OID Other Convertible Note Issued 6 /11/14 $ 500,000 $ 50,000 $ 7,500 $ 557,500 10 /15/14 62,500 6,250 68,750 11 /17/14 62,500 6,250 68,750 12 /19/14 35,000 3,500 38,500 Balances 12/31/14 660,000 60,000 7,500 733,500 3 /18/15 65,000 6,500 71,500 4 /14/15 22,500 2,250 24,750 4 /23/15 25,500 2,550 28,050 5 /20/15 30,000 3,000 33,000 6 /22/15 20,000 2,000 22,000 Balances 6/30/15 $ 823,000 $ 82,300 $ 7,500 $ 912,800 The Company has also not recorded the $677,000 remaining balance of the Investor Notes issued by CVP to the Company. The above OIDs were recorded as a discount to the Company Note and are being amortized to interest expense, over the life of the loan. Accordingly, $16,755 and $23,447 is included in interest expense for the three and six months ended June 30, 2015, respectively. The Company Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on the date that is 30 months after the Closing Date. The Company Note may be converted at the option of the holder, on the date that is six months from the Trading Date (defined in the Purchase Agreement as the date on which the Common Stock is first trading on an Eligible Market, but in any event the Company shall cause its Common Stock to be trading on an Eligible Market within nine months of the Closing Date of June 11, 2014) or at any time thereafter at a conversion price of $0.1976. The conversion price is equal to $6,500,000 divided by 33,000,000 (the amount of fully diluted shares of Common Stock of the Company on the date the Company filed its Registration Statement). If the holder funds $1,500,000 and elects to convert the Company Note into Common Stock, the number of shares issuable upon conversion will be 8,287,500. In the event the Company elects to prepay all or any portion of the Company Note, the Company is required to pay to CVP an amount in cash equal to 125% multiplied by the sum of all principal, interest and any other amounts owing. The Company determined that the conversion feature of the convertible note did not meet the criteria of an embedded derivative and therefore the conversion feature was not bi-furcated and accounted for as a derivative because the Company was a private company, there was no quoted price and no active market for the Companys common stock. Since the convertible note included an embedded conversion feature that did not qualify to be bi-furcated as a derivative, management evaluated this feature to determine whether it meets the definition of a beneficial conversion feature (BCF) within the scope of ASC 470-20, Debt with Conversion and Other Options, and determined that a BCF existed. The Company recorded an initial discount against the debt of $25,874 to be amortized into interest expense over the term of the loan. Amortization of the discount was $2,969 and $7,526 for the three and six months ended June 30, 2015, respectively. Additionally, during the six months ended June 30, 2015, the Company received $163,000 in new funding and increased the Company Note by $179,300 including $16,300 of OID. The Company recorded an initial discount against the new debt for the BCF in the amount of $163,000, to be amortized into interest expense over the term of the loan. Amortization of the discount for the three and six months ended June 30, 2015 was $111,458. The Company also issued a five year warrant to CVP to purchase the number of shares equal to $420,000 divided by 70% of the average of the three lowest closing bid prices in the 20 trading days immediately preceding the applicable conversion. Based on the current discounted cash flow valuation, the Company estimated that CVP can purchase 6,000,000 shares of common stock, with an exercise price of $0.20 per share. The Company allocated $254,319 of the proceeds from the note to the warrants based on their relative fair value, and recorded a discount against the debt to be amortized into interest expense over the term of the loan. Amortization of the discount was $29,180 and $73,973 and is included in interest expense for the three and six months ended June 30, 2015, respectively. The carrying amount of the Company Note as of June 30, 2015, was $739,739, net of unamortized discounts of $173,061. As security for the Company Note, the Companys CEO and COO each pledged to CVP their 50 shares of Class A Preferred Stock (see Note 8). The pledge immediately expires upon the shares of common stock of the Company being publicly traded and listed or designated for quotation on any of The New York Stock Exchange, NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC Bulletin Board, the OTCQX, or the OTCQB. |