Convertible Notes Payable | 5. CONVERTIBLE NOTES PAYABLE During the quarter ended December 31, 2015, the Company signed addenda to each of its outstanding convertible notes, fixing the conversion price at $0.004. Before the addenda, the conversion price for each of the notes was tied to the trading price of the Companys common stock. Because of that fluctuation, the Company was required to report derivative gains and losses each quarter, which was included in earnings, and an overall derivative liability balance on the balance sheet. Accordingly, per ASC 815, the derivative liability on the note was extinguished and re-valued per ASC 470 as a beneficial conversion feature, where applicable, to be expensed in the statement of operations. The Company has eliminated the derivative liability balance on the balance sheet and discontinued the gain/loss reporting on the income statement. On March 25, 2013, the Company issued a convertible promissory note (the March 2013 Note) in the amount of up to $100,000, at which time an initial advance of $50,000 was received to cover operational expenses. The lender advanced an additional $20,000 on April 16, 2013, an additional $15,000 on May 1, 2013 and an additional $15,000 on May 16, 2013, for a total draw of $100,000. The terms of the March 2013 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004. The March 2013 Note bears interest at a rate of 10% per year and is payable upon demand, but in no event later than 60 months from the effective date of each tranche. On May 23, 2014, the lender converted $17,000 of the $100,000 outstanding balance and accrued interest of $1,975 into 4,743,699 shares of common stock. On October 14, 2014, the lender converted $17,000 of the $100,000 outstanding balance and accrued interest of $2,645 into 4,911,370 shares of common stock. The balance of the March 2013 Note, as of December 31, 2015 is $83,795, which includes $17,795 of accrued interest. On May 16, 2013, the Company issued convertible promissory note (the May 2013 Note) in the amount of $100,000, at which time an initial advance of $10,000 was received to cover operational expenses. The lender advanced an additional $20,000 on June 3, 2013, an additional $25,000 on July 2, 2013, an additional $10,000 on September 3, 2013 and an additional $35,000 on February 18, 2014, for a total draw of $100,000. The terms of the May 2013 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at a conversion price of $0.004. The Company recognized a discount on the May 2013 Note in the amount of $100,000, due to the beneficial conversion feature. This discount was recognized over twelve months, and has been fully amortized as of September 30, 2015. The May 2013 Note bears interest at a rate of 10% per year and payable upon demand, but in no event later than 60 months from the effective date of each tranche. The balance of the May 2013 Note, as of December 31, 2015 is $122,886, which includes $22,886 of accrued interest. On March 4, 2014, the Company issued a convertible promissory note (the March 2014 Note) in the amount of $250,000, at which time an initial advance of $25,000 was received to cover operational expenses. The lender advanced an additional $20,000 on March 17, 2014 and an additional $30,000 on April 2, 2014, for a total draw of $75,000. The terms of the March 2014 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at a conversion price of $0.004. The Company recorded a debt discount of $75,000 related to the beneficial conversion feature of the March 2014 Note On April 16, 2014, the Company issued a convertible promissory note (the April 2014 Note) in the amount of $300,000, at which time an initial advance of $40,000 was received to cover operational expenses. The lender advanced an additional $55,000 on April 30, 2014, an additional $40,000 on May 16, 2014, an additional $40,000 on June 2, 2014, an additional $35,000 on June 30, 2014, an additional $40,000 on July 18, 2014, and an additional $50,000 on August 15, 2014, for a total draw of $300,000. The terms of the April 2014 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004. The Company recorded debt discount of $300,000 related to the conversion feature of the April 2014 Note On September 5, 2014, the Company issued a convertible promissory note (the September 2014 Note) in the amount of $250,000, at which time an initial advance of $40,000 was received to cover operational expenses. The lender advanced an additional $10,000 on September 17, 2014, an additional $30,000 on October 1, 2014, an additional $40,000 on October 16, 2014, an additional $40,000 on October 31, 2014, an additional $40,000 on November 18, 2014, and an additional $50,000 on December 16, 2014, for a total draw of $250,000. The terms of the September 2014 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004. The Company recorded a debt discount of $250,000 related to the conversion feature of the September 2014 Note On January 5, 2015, the Company issued a convertible promissory note (the January 2015 Note) in the amount of $250,000, at which time an initial advance of $30,000 was received to cover operational expenses. The lender advanced an additional $45,000 on January 20, 2015, an additional $45,000 on February 2, 2015, an additional $35,000 on February 16, 2015, an additional $35,000 on March 2, 2015, an additional $30,000 on March 17, 2015, an additional $20,000 on April 2, 2015, and an additional $10,000 on April 17, 2015, for a total draw of $250,000. The terms of the January 2015 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004. The Company recorded a debt discount of $250,000 related to the conversion feature of the January 2015 Note On May 4, 2015, the Company issued a convertible promissory note (the May 2015 Note) in the amount of $250,000, at which time an initial advance of $33,000 was received to cover operational expenses. The lender advanced an additional $43,000 on May 18, 2015, an additional $45,000 on June 2, 2015, an additional $10,000 on June 17, 2015, an additional $38,000 on July 2, 2015, an additional $37,000 on July 17, 2015, and additional $10,000 on August 5, 2015, and an additional $34,000 on August 19, 2015, for a total draw of $250,000. The terms of the May 2015 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004. The Company recorded a debt discount of $250,000 related to the conversion feature of the May 2015 Note On August 19, 2015, the Company issued a convertible promissory note (the August 2015 Note) in the amount of $250,000, at which time an initial advance of $3,000 was received to cover operational expenses. The lender advanced an additional $40,000 on September 1, 2015, and an additional $31,000 on September 17, 2015, for a total draw of $74,000. The terms of the August 2015 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004. The Company recorded a debt discount of $74,000 related to the conversion feature of the August 2015 Note On October 1, 2015, the Company issued a convertible promissory note (the October 2015 Note) in the amount of $1,000,000, at which time an initial advance of $38,000 was received to cover operational expenses. The lender advanced an additional $38,500 on October 16, 2015, an additional $65,000 on November 17, 2015, an additional $32,000 on December 7, 2015 and an additional $60,000 on December 17, 2015, for a total draw of $233,500. The terms of the October 2015 Note, as amended, allow the lender to convert all or part of the outstanding balance plus accrued interest, at any time after the effective date, at a conversion price of $0.004. The October 2015 Note bears interest at a rate of 10% per year and matures 12 months from the effective date of each advance. The Company recorded a debt discount of $233,500 related to the conversion feature of the October 2015 Note For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: Stock price on the valuation dates $ 0.0168 Conversion price for the debt $ 0.004 - 0.0085 Dividend yield 0 % Months to maturity 12 - 18 months Risk free rate 0.33% - 0.69% Expected volatility 88.74% - 193.77% Following is the five year maturity schedule for our convertible notes payable: Year ended June 30, Amount Due 2016 $ 835,909 2017 $ 397,793 2018 $ 2019 $ 2020 $ Fair value of financial instruments The Companys financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates their fair value, due to the relatively short maturity of these instruments. As of December 31, 2015 and 2014, the Companys notes payable have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes the carrying value of these debt instruments approximates their fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of December 31, 2015 the Company had no Assets and liabilities measured at fair value on a recurring basis per ASC Topic 820. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2015: Total (Level 1) (Level 2) (Level 3) Assets $ $ $ $ Total assets measured at fair value $ $ $ $ Liabilities Derivative liability 1,951,201 1,951,201 Total liabilities measured at fair value $ 1,951,201 $ $ $ 1,951,201 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Beginning balance as of July 1, 2015 $ 1,951,201 Fair value on issuance of debt 426,500 Change on settlement of debt (5,636,592 ) Loss on change in derivative liability 3,258,891 Ending balance as of December 31, 2015 $ |