NOTE 5 - CONVERTIBLE DEBT | 3 Months Ended |
Mar. 31, 2015 |
Note 5 - Convertible Debt | |
NOTE 5 - CONVERTIBLE DEBT | NOTE 5 – CONVERTIBLE DEBT |
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The following is a summary of convertible debentures outstanding as of March 31, 2015: |
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| | Face Value | | | Initial | | | Amortization | | | Debt | | | Carrying | |
Discount | Extinguishment | Value |
Convertible Promissory Notes | | $ | 52,500 | | | $ | (14,629 | ) | | $ | 10,826 | | | $ | — | | | $ | 48,697 | |
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12% Series A Debentures | | | 168,815 | | | | (69,219 | ) | | | 69,219 | | | | — | | | | 168,815 | |
10% Series B Debentures | | | 161,932 | | | | (69,135 | ) | | | 69,135 | | | | — | | | | 161,932 | |
10% Series C Debentures | | | 350,833 | | | | (72,869 | ) | | | — | | | | 72,869 | | | | 350,833 | |
12% Series D Debentures | | | 763,199 | | | | (271,878 | ) | | | 20,790 | | | | 237,227 | | | | 749,338 | |
15% Series E Debentures | | | 145,000 | | | | (145,000 | ) | | | 105,757 | | | | — | | | | 105,757 | |
10% Series F Debentures | | | 200,000 | | | | (200,000 | ) | | | 84,156 | | | | — | | | | 84,156 | |
Total Debentures | | $ | 1,789,779 | | | | (828,101 | ) | | | 349,057 | | | | 310,096 | | | | 1,620,831 | |
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| | Face Value | | | Initial | | | Amortization | | | Derivative | | | Carrying | |
Discount | Liability | Value |
Convertible Debenture | | $ | 114,155 | | | $ | (66,423 | ) | | $ | 8,796 | | | $ | 66,059 | | | $ | 122,587 | |
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Total | | $ | 1,956,434 | | | $ | (909,153 | ) | | $ | 368,679 | | | $ | 376,155 | | | $ | 1,792,115 | |
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The following is a summary of convertible debentures outstanding as of December 31, 2014: |
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| | Face Value | | | Initial | | | Amortization | | | Debt | | | Carrying | |
Discount | Extinguishment | Value |
Convertible Promissory Notes | | $ | 52,500 | | | $ | (14,629 | ) | | $ | 7,218 | | | $ | — | | | $ | 45,089 | |
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Series A Debentures | | | 167,540 | | | | (69,219 | ) | | | 69,219 | | | | — | | | | 167,540 | |
Series B Debentures | | | 161,932 | | | | (69,135 | ) | | | 69,135 | | | | — | | | | 161,932 | |
Series C Debentures | | | 350,833 | | | | (72,869 | ) | | | — | | | | 72,869 | | | | 350,833 | |
Series D Debentures | | | 763,199 | | | | (267,285 | ) | | | 9,992 | | | | 237,227 | | | | 743,133 | |
Series E Debentures | | | 145,000 | | | | (145,000 | ) | | | 33,725 | | | | — | | | | 33,725 | |
Total Debentures | | $ | 1,588,504 | | | $ | (623,508 | ) | | $ | 182,017 | | | $ | 310,096 | | | $ | 1,457,163 | |
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| | Face Value | | | Initial | | | Amortization | | | Derivative | | | Carrying | |
Discount | Liability | Value |
Convertible Debenture | | $ | 113,128 | | | $ | (66,423 | ) | | $ | 3,336 | | | $ | 65,422 | | | $ | 115,463 | |
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Total | | $ | 1,754,132 | | | $ | (895,678 | ) | | $ | 383,743 | | | $ | 375,518 | | | $ | 1,617,715 | |
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January-March 2015 Unsecured Redeemable Debentures (Series F) |
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In 2015, the Company borrowed from accredited investors and related parties (the “Debenture Holders”) $200,000 ($15,000 was provided by the Interim CEO and CFO, and $25,000 was provided by board member Les V. Anderton) pursuant to an Unsecured Redeemable Debenture Series F (the “Series F Debentures”) that will pay interest during the three-month Debenture term in the amount of 10% of the principal amount. The holders of the Series F Debentures also received warrants to acquire 200,000 shares of Common Stock for an exercise price of $0.15 per share, exercisable over three years equal to 100% of the principal amount of the debenture. In addition the Company will issue the Debenture Holders warrants (the “2015 Warrant”) to purchase 200,000 shares of the Company’s Common Stock at a price per 2015 Warrant Share to be determined. The Series F Debentures are convertible into common stock at $.03 per share as to principal plus accrued interest upon an event of default. |
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The Company allocated the face value of the Series F Debentures to the warrants and the debentures based on their relative fair values, allocated $2,427 to the warrants, and determined that there were aggregate beneficial conversion features of $197,573. The fair value of the warrants was determined using the Black-Scholes-Merton (“BSM”) valuation model and the following assumptions: volatility – 43.95% to 49.60%, risk free rate – 0.83% to 1.13 %, dividend rate – 0.00%. The amount allocated to the warrants and beneficial conversion features totaling $200,000 was recorded as a discount against the Series F Debentures, with offsetting entry to additional paid-in capital. The discounts are being amortized into interest expense over the term of the Series F Debentures. |
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During the quarter ended March 31, 2015, the Company recorded amortization of the discount of $84,156 and recorded interest expense of $2,104. As of March 31, 2015, the carrying value of the Series E Debentures was $84,156, net of unamortized discounts of $115,844. |
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November and December 2014 Unsecured Redeemable Debentures (Series E) |
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In October and November 2014, the Company borrowed from accredited investors and a related party (the “Debenture Holders”) $145,000 pursuant to an Unsecured Redeemable Debenture Series E (the “Series E Debentures”) that will pay interest during the six-month Debenture term in the amount of 15% of the principal amount. The holders of the Series E Debentures also received warrants to acquire 145,000 shares of Common Stock for an exercise price of $0.15 per share, exercisable over four years equal to 100% of the principal amount of the debenture. In addition the Company will issue the Debenture Holders warrants (the “2015 Warrant”) to purchase 145,000 shares of the Company’s Common Stock at a price per 2015 Warrant Share to be determined. The Company incurred no commission costs in connection with these transactions. The Series E Debentures are convertible into common stock at $.03 per share as to principal plus accrued interest upon an event of default. |
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The Company allocated the face value of the Series E Debentures to the warrants and the debentures based on their relative fair values, allocated $7,945 to the warrants, and determined that there were aggregate beneficial conversion features of $137,055. The fair value of the warrants was determined using the BSM valuation model and the following assumptions: volatility – 42.31% to 44.28%, risk free rate – 1.63% to 1.75% %, dividend rate – 0.00%. The amount allocated to the warrants and beneficial conversion features totaling $145,000 was recorded as a discount against the Series E Debentures, with offsetting entry to additional paid-in capital. The discounts are being amortized into interest expense over the term of the Series E Debentures. |
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During the quarter ended March 31, 2015, the Company recorded amortization of the discount of $72,031 and recorded interest expense of $5,363. As of March 31, 2015, the carrying value of the Series E Debentures was $105,757, net of unamortized discounts of $39,243. |
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July to November 2014 Convertible Debentures (Series D) |
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During the months of July through November 2014, the Company issued Series D Convertible Debentures (the “Series D Debentures”) with an aggregate face value of $763,199 in exchange for $176,718 of cash plus accrued interest ($35,000 was provided by the interim CEO and CFO), in settlement of a Series A Convertible Debenture with outstanding principal and accrued interest of $26,477, and in settlement of Series B Convertible Debentures with aggregate outstanding principal and accrued interest of $560,003, of which $287,159 represented a conversion of notes payable-related parties to the Founders. The Series D Debentures accrue interest at an annual rate of 12%, mature in July through November 2015, and are convertible into the Company’s Common Stock at a conversion rate of $0.165 per share. The holders of the Series D Debentures also received warrants to acquire 3,332,000 shares of Common Stock for an exercise price of $0.20 per share, exercisable over five years. |
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The Company allocated the face value of the Series D Debentures to the warrants and the debentures based on their relative fair values, allocated $145,335 to the warrants, and determined that there were aggregate beneficial conversion features of $126,543. The fair value of the warrants was determined using the BSM valuation model and the following assumptions: volatility – 43.63% to 44.28%, risk free rate – 1.60% to 1.69% %, dividend rate – 0.00%. The amount allocated to the warrants and beneficial conversion features totaling $271,877 was recorded as a discount against the Series D Debentures, with offsetting entry to additional paid-in capital. A portion of the discount resulting in $237,227 was fully expensed upon execution of the new debentures as debt extinguishment costs and the remaining amount of $13,861 is being amortized into interest expense over the term of the Series D Debentures. |
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During the quarter ended March 31, 2015, the Company recorded amortization of the discount related to the Series D Debentures of $10,797 and interest expense of $10,797. As of March 31, 2015, the carrying value of the Series D Debentures was $346,415, net of unamortized discounts of $13,861. |
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August 2014 and November Convertible Debentures (Series C) |
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In August 2014, the Company issued Series C Convertible Debentures (the “Series C Debentures”) with an aggregate face value of $350,833 in exchange for the cancellation of Series B Convertible Debentures with outstanding principal and accrued interest of $350,833. The Series C Debentures accrue interest at an annual rate of 10%, mature in July and November 2015, and are convertible into the Company’s common stock at a conversion rate of $0.20 per share. The holders of the Series C Debentures also received warrants to acquire 1,500,000 shares of common stock for an exercise price of $0.20 per share, exercisable over five years. |
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The Company allocated the face value of the Series C Debentures to the warrants and the debentures based on their relative fair values, and allocated $72,869 to the warrants, which was recorded as a discount against the Series C Debentures, with offsetting entry to additional paid-in capital. The fair value of the warrants was determined using the BSM valuation model and the following assumptions: volatility – 43.74% and 44.28%, risk free rate – 1.62% and 1.67%, dividend rate – 0.00%. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs. |
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As of March 31, 2015, the carrying value of the Series C Debentures was $350,833, interest expense of $8,771 was recorded and no amortization expense was recorded as it was fully expensed in the prior period. |
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October and November 2012 Convertible Debentures (Series B) |
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In October and November 2012, the Company issued Convertible Debentures (“Series B Debentures-Issuance II”) with an aggregate face value of $624,372 of which $565,372 represented a conversion of notes payable-related parties to the Founders. In 2013, two of the founders sold a portion of their debenture totaling $141,800 of their aggregate face to third parties. The Series B Debentures-Issuance II matured in October and November 2014, bore interest at an annual rate of 10%, and were convertible at the option of the holders into Units, each consisting of a) one share of common stock and b) one warrant to purchase one share of common stock at $0.40 per share (“Unit”). The number of Units issuable upon conversion of the Series B Debentures-Issuance II is determined by dividing the then outstanding principal and accrued but unpaid interest by a) $0.35 if a Liquidity Event, as defined in the debenture agreements, occurs within six months of the closing of the offering of the Series B Debentures-Issuance II, or b) $0.32 if a Liquidity Event does not occur within six months of the closing of the offering of the Series B Debentures-Issuance II. |
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In October and November 2014, all but one of the holders of the Series B Debentures-Issuance II exchanged the debentures with an aggregate face value of $464,440 and accrued interest of $51,317 for either a Series C or D Debenture with an aggregate face value of $513,757. The Company recorded a loss on early extinguishment of debt of $212,261, primarily related to fair value of the warrants in relation to the debt (relative fair value) on the debt exchange transaction. The Company has defaulted on its obligation to pay the remaining principal amount of a debenture due October and November 2014. The total amount due on this debenture, including interest, is $183,412. The Company has negotiated restructured terms with the majority of the debenture holders and is attempting to complete the formal restructuring of this debt obligation. |
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As of March 31, 2015, the net carrying value of the outstanding Series B Debentures-Issuance II totaled $161,932 and no unamortized discount remains therefore no amortization expense was recorded for the quarter ended March 31, 2015. During the quarter ended March 31, 2015, we recorded interest expense on the Series B Debentures-Issuance II of $6,548. |
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July 2012 Convertible Debentures (Series A) |
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In July 2012, the Company issued Convertible Debentures (the “Series A Debentures”) with an aggregate face value of $215,300 Canadian Dollars (US$197,344 as of December June 30, 2014). The Series A Debentures matured in July 2014, bore interest at an annual rate of 10% through July 2014 and 12% thereafter, and were convertible at the option of the holders into Units, each consisting of a) one share of Common stock and b) one warrant to purchase one share of common stock at 0.40 Canadian Dollars per share (“Unit”). The number of Units issuable upon conversion of the Series A Debentures is determined by dividing the then outstanding principal and accrued but unpaid interest by a) 0.35 Canadian Dollars if a Liquidity Event, as defined in the Debenture agreement, occurs within six months of the closing of the offering of the July Notes, or b) 0.32 Canadian Dollars if a Liquidity Event does not occur within six months of the closing of the offering of the Series A Debentures. |
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In July 2014, the holder of a Series A Debenture exchanged the debenture with a face value of $25,000 Canadian Dollars (US$23,360), and accrued interest of $3,336 Canadian Dollars (US$3,117) for a Series D Convertible Debenture with a face amount of US$26,477. The Company recorded a loss on early extinguishment of debt of US$6,728, primarily related to fair value of the warrants in relation to the debt (relative fair value) on the debt exchange transaction. The Company has defaulted on its obligation to pay the remaining principal amount of debentures due October and November 2014. The total amount due on these debentures, including interest, is US$220,031. The Company has negotiated restructured terms with the majority of the debenture holders and is attempting to complete the formal restructuring of these debt obligations. |
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As of March 31, 2015, the net carrying value of the outstanding Series A Debentures totaled $168,815 and no unamortized discount remains therefore no amortization expense was recorded for the quarter ended March 31, 2015. During the quarter ended March 31, 2015, we recorded interest expense on the Series A Debentures of $5,064. As of March 31, 2015 no unamortized debt issuance costs related to the Series A Debentures remains therefore no amortization expense was recorded during the quarter ended March 31, 2015. |
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November 2014 Convertible Debenture with Peak One Opportunity Fund, L.P. |
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In November 2014, the Company entered into a Securities Purchase Agreement with Peak One Opportunity Fund, L.P. (“Peak”) pursuant to which the Company sold to Peak for $112,500 a Convertible Debenture (the “Peak Debenture”) in the principal amount of $125,000 (the “Principal Amount”) due on November 6, 2017 (the “Maturity Date”). Pursuant to the Peak Debenture, the Company agreed to pay interest on the Principal Amount outstanding from time to time in arrears (i) upon conversion or (ii) on the Maturity Date, at the rate of 5% per annum. The Company has the option to redeem the Peak Debenture prior to the Maturity Date at any time or from time to time by paying the Principal Amount plus accrued interest. Beginning 91 days after the issue date, Peak may convert the principal and accrued interest (the “Conversion Amount”) into shares of Common Stock at a conversion price for each share of Common Stock (the “Conversion Price”) equal to 65% of the lowest closing bid price (as reported by Bloomberg LP) of Common Stock for the 20 trading days immediately preceding the date of conversion of the Debenture (subject to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events). In addition with the Peak Agreement, the Company paid issuance costs of $10,000 and issued 137,500 shares of restricted Common Stock to cover the expenses incurred and analysis performed by Peak in connection with the transaction. On the date of issuance, the Company recorded the fair value of the conversion option of $66,423 as a derivative liability and debt discount to be amortized into interest expense through the maturity date. During the quarter ended March 31, 2015, the Company recognized $8,796 of amortization of the discount and recorded interest expense of $1,541. As of March 31, 2015, the Peak Debenture is carried at $67,373, net of unamortized discount of $57,627. |
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The fair value of the 137,500 shares of restricted stock of $24,750, and $10,000 of issuance costs added to the principal, was recorded as deferred issuance costs to be amortized into interest expense over the term of the debenture. During the quarter ended March 31, 2015, the Company recognized $2,856 of interest expense from the amortization of deferred financing fees. |
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July 2014 Convertible Promissory Notes |
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In July 2014, the Company issued Convertible Promissory Notes with an aggregate face value of $52,500 for cash ($27,500 was provided by the interim CEO and CFO and two board members). The Convertible Promissory Notes accrue interest at an annual rate of 10%, mature in July 2015, and are convertible into the Company’s Common Stock at a conversion rate of $0.165 per share. The holders of the Convertible Promissory Notes also received warrants to acquire 318,182 shares of Common Stock for an exercise price of $0.50 per share, exercisable over five years. |
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The Company allocated the proceeds from the Convertible Promissory Notes to the warrants and the notes based on their relative fair values, allocated $6,117 to the warrants, and determined that there were aggregate beneficial conversion features of $8,512. The fair value of the warrants was determined using the BSM valuation model and the following assumptions: volatility – 43.99% to 44.08%, risk free rate – 1.66 to 1.74% %, dividend rate – 0.00%. The amount allocated to the warrants and beneficial conversion features; totaling $14,629 was recorded as a discount against the Convertible Promissory Notes, with offsetting entry to additional paid-in capital. The discounts are being amortized into interest expense over the term of the Convertible Promissory Notes. |
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During the quarter ended March 31, 2015, the Company recorded amortization of the discount of $3,607 and recorded interest expense of $1,300. As of March 1, 2015, the carrying value of the Convertible Promissory Notes was $48,697, net of unamortized discounts of $3,803. |