CONVERTIBLE DEBT (Tables) | 9 Months Ended |
Jun. 30, 2014 |
CONVERTIBLE DEBT [Abstract] | ' |
Convertible debt outstanding | ' |
The Company had the following convertible debt outstanding at June 30, 2014: |
|
Lender | | Date of Agreement | | | Term (Months) | | | Annual Interest Rate | | | | Face Value | | | Accrued Interest | | | Discount (c) | | | Deferred Debt Origination Costs Due at Maturity (d) | | | Net Convertible Note Payable | | | Note Derivative Liability (e) | |
JMJ Financial | | 4/15/14 | (f) | | | 24 | | | | 5.83 | % | (a) | | $ | 100,000 | | | $ | 607 | | | $ | 97,194 | | | $ | 11,111 | | | $ | 14,524 | | | $ | 133,955 | |
KBM Worldwide | | 4/24/14 | | | | 9 | | | | 8 | % | | | | 103,500 | | | | 2,027 | | | | - | | | | - | | | | 105,527 | | | | - | |
KBM Worldwide | | 6/26/14 | | | | 9 | | | | 8 | % | | | | 53,000 | | | | 62 | | | | - | | | | - | | | | 53,062 | | | | - | |
JSJ Investments | | 4/29/14 | | | | 6 | | | | 12 | % | | | | 100,000 | | | | 2,038 | | | | - | | | | - | | | | 102,038 | | | | - | |
Adar Bays | | 5/20/14 | | | | 12 | | | | 8 | % | | | | 52,500 | | | | 472 | | | | 50,782 | | | | - | | | | 2,190 | | | | 90,224 | |
LG Capital | | 5/20/14 | | | | 12 | | | | 8 | % | | | | 52,500 | | | | 472 | | | | 50,781 | | | | - | | | | 2,191 | | | | 75,937 | |
Redwood Fund III | | 5/15/14 | | | | 6 | | | | 7.85 | % | (b) | | | 100,000 | | | | 659 | | | | - | | | | - | | | | 100,659 | | | | - | |
Vista Capital Investments | | 6/16/14 | (f) | | | 24 | | | | 5.83 | % | (b) | | | 50,000 | | | | 6,056 | | | | 43,936 | | | | 5,556 | | | | 17,676 | | | | 68,769 | |
| | | | | | | | | | | | | | $ | 611,500 | | | $ | 12,393 | | | $ | 242,693 | | | $ | 16,667 | | | $ | 397,867 | | | $ | 368,885 | |
|
(a) | Implied interest rate. The note is subject to a one time 12% interest charge unless repaid within 90 days | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(b) | Implied interest rate. The note is subject to a one time 12% interest charge regardless of how long it has been outstanding | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(c) | Net of amortization through June 30, 2014 of $7,307, charged to the period’s interest expense. Initial discounts, as based on the fair value of derivatives up to the settlement amount, were as follows: JMJ Financial - $100,000, Adar Bays - $52,500, LG Capital - $52,500, and Vista Capital - $45,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(d) | Original Issue Discount due at maturity of the note | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(e) | Includes a mark-to-market adjustment from inception through June 30, 2014 of $7,730, charged to the period’s interest expense. Fair values at inception were as follows: JMJ Financial - $128,008, Adar Bay - $92,164, LG Capital - $74,445, and Vista Capital - $66,538. See Notes 2 and 5 for more information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(f) | At June 30, 2014, convertible notes payable in the amount of $32,200 and associated derivatives in the amount of $202,724 had remaining maturities exceeding twelve months, and were accordingly classified as long term. Principal and original issue discount on these notes in the amount of $166,667 is due in 2016. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Summary of proceeds from convertible notes payable | ' |
The following table summarizes the proceeds from convertible notes payable through June 30, 2014: |
|
Lender | | Date of Agreement | | Gross Proceeds | | | | Transaction Cost | | | Net Proceeds | | | | | | | | | | | | | | | | | | | | | | |
JMJ Financial | | 4/15/14 | | $ | 100,000 | | | | $ | 10,000 | | | $ | 90,000 | | | | | | | | | | | | | | | | | | | | | | |
KBM Worldwide | | 4/24/14 | | | 100,000 | | | | | 10,000 | | | | 90,000 | | | | | | | | | | | | | | | | | | | | | | |
KBM Worldwide | | 6/26/14 | | | 50,000 | | (a) | | | 5,000 | | | | 45,000 | | | | | | | | | | | | | | | | | | | | | | |
JSJ Investments | | 4/29/14 | | | 100,000 | | | | | 10,000 | | | | 90,000 | | | | | | | | | | | | | | | | | | | | | | |
Adar Bays | | 5/20/14 | | | 50,000 | | | | | 5,000 | | | | 45,000 | | | | | | | | | | | | | | | | | | | | | | |
LG Capital | | 5/20/14 | | | 50,000 | | | | | 5,000 | | | | 45,000 | | | | | | | | | | | | | | | | | | | | | | |
Redwood Fund III | | 5/15/14 | | | 100,000 | | | | | 10,000 | | | | 90,000 | | | | | | | | | | | | | | | | | | | | | | |
Vista Capital Investments | | 6/16/14 | | | 50,000 | | | | | 5,000 | | | | 45,000 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | $ | 600,000 | | | | $ | 60,000 | | | $ | 540,000 | | | | | | | | | | | | | | | | | | | | | | |
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| (a) | Funds received in July 2014, but accrued at June 30, 2014 due to the terms of the note payable agreement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Summary of conversion terms of the notes outstanding | ' |
The following table summarizes conversion terms of the notes outstanding at June 30, 2014: |
|
Lender | | Date of Agreement | | Conversion Rate | | Calculation Period | | Eligible for Conversion | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
JMJ Financial | | 15-Apr-14 | | Lesser of $0.06 or 60% | | 25 trading days prior to conversion | | Immediately | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
KBM Worldwide | | April 24 and June 26, 2014 | | 61% | | 10 trading days prior to conversion | | 180 after the effective date | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
JSJ Investments | | 29-Apr-14 | | 60% | | 20 trading days prior to conversion | | 180 after the effective date | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adar Bay | | 20-May-14 | | 61% | | 10 trading days prior to conversion | | Immediately | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LG Capital | | 20-May-14 | | 50% | | 20 trading days prior to conversion | | Immediately | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redwood Fund III | | 15-May-14 | | 50% | | 20 trading days prior to conversion | | 180 after the effective date | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vista Capital Investments | | 16-Jun-14 | | Lesser of $0.075 or 60% | | 25 trading days prior to conversion | | Immediately | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Summery of Derivatives Identified and Accounting Treatment Implemented | ' |
The following table summarizes identified derivative associated with the convertible notes described above and their accounting treatment at June 30, 2014: |
|
Issue Name and Date | | Derivative(s) Identified and Accounting Treatment Implemented | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
JMJ Financial | | Variable conversion feature and reset provision. Recorded at fair value as of the inception date of note and as of each subsequent reporting date. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
15-Apr-14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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KBM Worldwide | | Variable conversion feature and reset provision. To be reported at fair value after 180 days since the date of the notes and of each subsequent reporting date, starting in the first quarter of fiscal 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
April 24, 2014 and June 26, 2014 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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JSJ Investments | | Variable conversion feature and reset provision. To be reported at fair value after 180 days since the date of the note and of each subsequent reporting date, starting in the first quarter of fiscal 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
29-Apr-14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Adar Bays | | Variable conversion feature and reset provision. Recorded at fair value as of the inception date of note and as of each subsequent reporting date. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
20-May-14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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LG Capital | | Variable conversion feature and reset provision. Recorded at fair value as of the inception date of note and as of each subsequent reporting date. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
20-May-14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Redwood Fund III | | Variable conversion feature and reset provision. To be reported at fair value after 180 days since the date of the note and of each subsequent reporting date, starting in the first quarter of fiscal 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
15-May-14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Vista Capital Investments | | Variable conversion feature. Recorded at fair value as of the inception date of note and as of each subsequent reporting date. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
16-Jun-14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deferred origination costs related to the convertible notes | ' |
As of June 30, 2014, Company recorded the following deferred origination costs related to the convertible notes: |
|
Lender | | Date of Agreement | | Transaction Costs | | | Deferred Debt Origination Costs Due at Maturity (b) | | | Legal and Other Debt Origination Costs | | | Initial Deferred Origination Costs | | | Amortization (c) | | | Net Deferred Debt Origination Costs | | | | | | | | | | | |
JMJ Financial | | 4/15/14 | | $ | 10,000 | | | $ | 11,111 | | | $ | - | | | $ | 21,111 | | | $ | 996 | | | $ | 20,115 | | | | | | | | | | | |
KBM Worldwide | | 4/24/14 | | | 10,000 | | | | - | | | | 3,500 | | | | 13,500 | | | | 2,447 | | | | 11,053 | | | | | | | | | | | |
KBM Worldwide | | 6/26/14 | | | 5,000 | | | | - | | | | 3,000 | | | | 8,000 | | | | 73 | | | | 7,927 | | | | | | | | | | | |
JSJ Investments | | 4/29/14 | | | 10,000 | | | | - | | | | - | | | | 10,000 | | | | 3,397 | | | | 6,603 | | | | | | | | | | | |
Adar Bays | | 5/20/14 | | | 5,000 | | | | - | | | | 2,500 | | | | 7,500 | | | | 787 | | | | 6,713 | | | | | | | | | | | |
LG Capital | | 5/20/14 | | | 5,000 | | | | - | | | | 2,500 | | | | 7,500 | | | | 787 | | | | 6,713 | | | | | | | | | | | |
Redwood Fund III | | 5/15/14 | | | 10,000 | | | | - | | | | - | | | | 10,000 | | | | 840 | | | | 9,160 | | | | | | | | | | | |
Vista Capital Investments | | 6/16/14 | | | 5,000 | | | | 5,556 | | | | - | | | | 10,556 | | | | 91 | | | | 10,465 | | | | | | | | | | | |
Various | (a) | Various | | | - | | | | - | | | | 14,900 | | | | 14,900 | | | | 1,537 | | | | 13,363 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | $ | 60,000 | | | $ | 16,667 | | | $ | 26,400 | | | $ | 103,067 | | | $ | 10,955 | | | $ | 92,112 | | | | | | | | | | | |
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| (a) | An aggregate of lesser deferred debt origination costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (b) | Original Issue Discount due at maturity of the note | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (c) | Charged to the period's interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (d) | At June 30, 2014, Net Deferred Origination Costs in the amount of $30,580 had remaining useful lives exceeding twelve months, and were accordingly classified as long term. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |