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Note 5 - Convertible Debentures
3 Months Ended
Mar. 31, 2016
Notes  
Note 5 - Convertible Debentures

NOTE 5 – CONVERTIBLE DEBENTURES

 

Through March 31, 2016, we have financed our operations primarily through the issuance of various convertible debentures.  For the three months ended March 31, 2016, we received cash proceeds of $260,000 from the issuance of new convertible debentures.  Convertible debentures, net of discount, included in current liabilities totaled $2,596,757 and $2,387,981 as of March 31, 2016 and December 31, 2015, respectively.

 

The debentures are generally unsecured and bear interest ranging from 5% to 22% per annum, with maturities ranging from six months to two years.  The outstanding principal and accrued interest of the debentures are convertible into shares of the Company's common stock at a fixed conversion price ranging from $0.00025 to $30.00 per share or variable discounted pricing based on the market price of the Company's common stock as defined in the debt agreement.

 

We evaluated the convertible debentures in accordance with ASC Topic 815, "Derivatives and Hedging," and determined that the conversion feature of the convertible promissory notes with variable conversion prices were not afforded the exemption for conventional convertible instruments due to their variable conversion rates.  The notes have no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. We elected to recognize the notes under paragraph 815-15-25-4, whereby there would be a separation into a host contract and derivative instrument. We elected to initially and subsequently measure the notes in their entirety at fair value, with changes in fair value recognized in earnings.  We recorded a derivative liability and debt discount representing the imputed interest associated with the embedded derivative.

 

For those convertible debentures with fixed conversion prices, we recorded a beneficial conversion feature at the inception of the debt to additional paid-in capital and to debt discount where the conversion price was less that the market price of the stock.

 

At March 31, 2016, the convertible debentures and related accrued interest payable were convertible into approximately 3,799,337,000 shares of our common stock.  Based on the assumptions used to estimate the fair value of the derivative liability at March 31, 2016 and assuming all lenders convert the notes payable at the March 31, 2016 conversion prices, the Company would have insufficient authorized shares of common stock to complete the debt conversions.

 

As of March 31, 2016, $1,973,020 of the convertible debentures were delinquent.  We believe we have good relationships with the holders of the delinquent debentures, and we continue to have discussions with them regarding the extension of maturity dates or settlement of amounts due.  Several of the convertible debentures have default interest rates that apply when the debentures are delinquent, and we have accrued default interest where applicable.  In addition, we have been unable to complete certain conversions of convertible debentures during the year ended December 31, 2015, pending the increase in the number of authorized shares of our common stock, and have accrued applicable penalties as of March 31, 2016 and December 31, 2015.

 

Accrued interest payable for the convertible debentures, including accrued default interest and penalties, where applicable, totaled $1,555,568 and $1,141,478 as of March 31, 2016 and December 31, 2015, respectively.