XML 20 R9.htm IDEA: XBRL DOCUMENT v3.19.2
4. CONVERTIBLE NOTES PAYABLE
3 Months Ended
Mar. 31, 2018
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES PAYABLE

NOTE 4 – CONVERTIBLE NOTES PAYABLE

 

Between July 15, 2014 and December 21, 2015, the Company entered into convertible notes with third-parties for use as operating capital for a total of $1,358,500. The convertible notes payable agreements require the Company to repay the principal, together with 10 - 18% annual interest by the agreements’ expiration dates ranging between July 15, 2019 and August 6, 2020. The notes are secured by assets of the Company and mature five years from the issuance date and automatically convert into shares of common stock at a conversion price of 80% of the closing market price on the last day of the month upon which the maturity date falls, unless an election is made for repayment in cash one year from the contract date. In the event such an election is made, the holders may convert the note in whole or in part into shares of common stock at a conversion price of 80% of the average closing market price over the prior 30 days of trading. During the three months ended March 31, 2018, a total of $0 of these notes were converted into shares of common stock, with a total of $815,000 of these notes remaining as of March 31, 2018.

 

The Company analyzed the conversion option of the notes for derivative accounting consideration under ASC 815-15, Derivatives and Hedging and determined that the instrument should be classified as a liability once the conversion option becomes effective after one year due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the notes issued (see Note 5).

 

Between March 9, 2015 and May 11, 2016, the Company entered into convertible notes with third parties for use as operating capital for a total of $2,074,800. The convertible notes payable agreements require the Company to repay the principal, together with 12% annual interest by the agreements’ expiration dates ranging between March 9, 2018 and May 11, 2019. The notes are secured by assets of the Company and mature three years from the issuance date. Six months from the contract date, the holders may elect to convert the note in whole or in part into shares of common stock at $0.15. Two warrants were issued with each note including (1) a warrant to purchase an amount of equal to 50% of face value of the note at an exercise price $0.15 for a period of three years following the note issuance date and (2) a warrant to purchase an amount of equal to 83.33% of face value of the note at an exercise price $0.25 for a period of three years following the note issuance date. The Company recorded an aggregate debt discount of $686,536 for the fair value of these warrants through March 31, 2018, which is being amortized over the term of the notes, and is included in convertible notes on the Company’s balance sheet at an unamortized remaining balance of $32,131. The total debt discount recorded during the three months ended March 31, 2018 and 2017 was $0 and $0, respectively. Interest expense related to the amortization of this debt discount for the three months ended March 31, 2018 and 2017 was $61,701 and $69,357, respectively. During the three months ended March 31, 2018, a total of $0 of these notes were converted into shares of common stock, with a total of $992,300 of these notes remaining as of March 31, 2018.

 

During the three months ended March 31, 2018, the total of all notes converted was $0. The net balance of all notes as of March 31, 2018 of $1,388,786 reflects total notes of $1,807,300, net of debt discounts of $32,131 related to the warrants and $386,383 related to the derivative liability (see Note 5).

 

During the three months ended March 31, 2018 and 2017, the Company recorded interest expense of $148,827 and $207,273, respectively.