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SENIOR SECURED CONVERTIBLE NOTES PAYABLE
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
SENIOR SECURED CONVERTIBLE NOTES PAYABLE

NOTE 6 - SENIOR SECURED CONVERTIBLE NOTES PAYABLE

 

In February 2006, the Company commenced a private placement of up to $800,000 principal amount of 10% senior secured convertible promissory notes due twelve months from the date of issue to certain Company shareholders and other accredited investors. As of December 31, 2006, the Company completed this private placement by selling all notes payable issue totaling $800,000. The notes are secured by a first priority lien on all of the tangible and intangible personal property of the Company. In May 2007, the due date of these notes was extended to August 2008 and the interest rate increased to 12% annum during the extension period. As of December 31, 2011, 2010, 2009, and 2008, the outstanding principal balance on these notes was $781,500, $800,000, $800,000 and $800,000. Accrued interest at December 31, 2011, 2010, 2009 and 2008 amounted to $521,665, $433,800, 337,800 and $241,700.

 

Purchasers of the notes were issued 8,000,000 10-year warrants exercisable into the Company’s shares at an exercise price of $0.01 per share. The warrants were valued at $392,376 and recorded as a debt discount on the notes payable. The Company used the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 169% and 284%, risk-free interest rate between 3.6% and 4.5% and expected warrant life of ten years. The deferred finance charges were amortized over one year, which was the original term of the notes. As of December 31, 2011, the Company has received $70,000 for the exercise of 7,000,000 of the warrants.

 

In addition, if an equity financing with total proceeds of more than $5,000,000 occurs while any notes are outstanding, holders of notes will have the right, at their option, to convert the outstanding principal and interest of the notes into shares at a discount of 30% of the price per share in the qualified financing. Since the embedded conversion feature is contingent upon the occurrence of the qualified financing, the value of the contingent conversion feature, if beneficial, will be recognized when the triggering event occurs and the contingency is resolved.