Notes Payable | NOTE 7. NOTES PAYABLE Notes payable includes accrued interest and consists of the following as of September 30, 2015 and June 30, 2015: September 30, 2015 June 30, 2015 Convertible Notes Payable Convertible notes payable (includes $139,921 and $138,120, respectively, to non-related parties), unsecured, interest at 8%, due September 2010 through November 2010. The principal and accrued interest is convertible at a conversion price of $0.30. The principal and interest is due immediately on the event of default or change of control. The notes are currently in default. On September 30, 2015, $70,699 of notes were converted at $0.08 per share into 887,738 shares of common stock (see (1) below), $100,000 of notes were settled from the sale of assets (see (2) below), and $2,500 of principal was paid. $ 595,616 $ 759,763 Convertible notes payable to related parties, unsecured, principal and interest are convertible into common stock at $0.30 to $0.33 per share, interest at 8% to 10%, and due on demand to November 2010. The notes are currently in default. On September 30, 2015, $1,032,991 of notes were converted at $0.08 per share into 12,912,388 shares of common stock (see (1) below) and $425,699 of notes were settled from the sale of assets (see (2) below). During the three months ended September 30, 2015, $108,500 of convertible notes were issued that are convertible in shares of common stock at a price of $0.08 per share. The market price on the date the convertible notes were issued was in excess of the conversion price and the difference was recognized as a beneficial conversion feature of $18,313 and is recorded as interest expense and finance costs and additional paid in capital. 90,394 1,414,260 Convertible note payable to related party, unsecured, principal and interest are convertible into common stock at $0.08, interest at 10% and due on demand. On September 30, 2015, this note was issued to replace an outstanding note (see 3 below). 200,000 Convertible note payable to related party, secured by the Companys intellectual property, principal and interest are convertible into common stock at $0.25 per share subject to board of directors approval, interest at 8%. The note was due November 2010 and was in default. On September 30, 2015, the note totaled $294,871 and $94,871 was settled from the sale of assets (see (1) below) and $200,000 was replaced by another note (see 3 below). 290,871 Notes payable, secured by the Company's certificate of deposit with a financial institution and classified on the balance sheet as restricted cash, interest at 5%, convertible into common stock at $0.08 per share, due on demand. The notes are now in default. 34,053 33,688 Convertible note payable, unsecured, principal and interest are convertible into common stock at $0.30 to $0.40 per share subject to board of directors approval, interest at 5% to 8%, due January 2011 to March 2013. The note is in default. 14,586 14,385 Subtotal convertible notes 934,649 2,512,967 Promissory Notes Note payable to related party, secured by the Companys intellectual property, interest at 8% due August 2010 and was in default. On September 30, 2015, the note totaled $571,743 and was converted at a price of $0.08 per share into 7,146,794 shares of common stock (see (1) below). 564,058 Notes payable to related parties, unsecured, interest at 0% to 8%, due on demand. On September 30, 2015, $100,000 of notes were converted at $0.08 per share into 1,250,000 shares of common stock (see (1) below) and $49,430 of notes were settled from the sale of assets (see (2) below). 3,000 150,430 Note payable, unsecured, interest at 10%. The note was due in January 2010 and is in default. 32,283 31,783 Note payable, secured by the Company's intellectual property, interest at variable rates starting September 1, 2012, due December 2012 and is in default. 307,338 303,469 Subtotal notes payable 342,621 1,049,740 Total $ 1,227,270 $ 3,562,707 During the three months ended September 30, 2015 and 2014, the Company recorded interest on its convertible notes payable and promissory notes of $53,997 and $45,565, respectively. (1) On September 30, 2015, the Company agreed to convert $1,775,433 of various notes payable to The Matthews Group into 22,122,919 shares of common stock, or $0.08 per share. The Matthews Group is owned 50% by Ms. Van Tran, the Companys CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant stockholder of the Company (see Note 10). The transaction included $670,038 of notes payable that were converted at less than their stated conversion prices which ranged from $0.10 per share to $0.33 per share. The Company determined this was an induced conversion and calculated an inducement expense of $452,770, which represents the fair value of the additional number of common shares issued as a result of the lower conversion price. The Company recorded the $452,770 in interest expense and finance costs and additional paid in capital. No similar expense occurred during the same period of the prior year. (2) On September 30 2015, the Company sold its Barcode Technology assets to The Matthews Group for $670,000 in settlement of various notes payables due to The Matthews Group. The cost basis of the Barcode Technology assets were zero, resulting in a gain of $670,000. As the transaction was between the Company and The Matthews Group, a related party, the Company accounted for the gain as a capital contribution. (3) On September 28, 2015, the Company agreed to replace a convertible note payable for $200,000 due The Matthews Group that was in default (the original note) with another convertible note payable for $200,000 due to the Matthews Group (the replacement note). The original note was for $200,000, secured, 8% interest rate, and convertible into common stock at a rate of $0.25 per share. The replacement note is for $200,000, unsecured, 10% interest rate, and convertible into common stock at a rate of $0.08 per share. The Company determined that the change in the fair value of the conversion option was more than 10% of the carrying value of the original note and recorded a loss on extinguishment of $136,000. The $136,000 is included in interest expense and finance costs and additional paid in capital. No similar expense occurred during the same period of the prior year. For the purposes of Balance Sheet presentation notes payable have been presented as follows: September 30, 2015 June 30, 2015 Notes payable $ 528,181 $ 521,610 Notes payable, related party 749,090 3,041,097 Total $ 1,277,270 $ 5,562,707 |