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

NOTE 7 - CONVERTIBLE NOTES PAYABLE

 

During 2007, the Company commenced a private placement of up to $400,000 principal amount of 10% Convertible Promissory Notes originally due in August 2008 (the “Notes”). The Company raised $375,000 under this private placement in 2007 and the remaining $25,000 was raised in 2008. Holders of Notes will have the right, at their option, to convert the outstanding principal and interest of the Notes into shares of the Company’s Series A Preferred Stock at any time and from time to time at the option of the holder at the initial conversion price of $0.005333 per share. The Notes are unsecured.

 

In accordance with ASC 470, a beneficial conversion feature of $375,000 and $25,000 was required to be recorded in 2007 and 2008, respectively, since the fair value of the Company’s common stock at the date of issuance ($0.016 per share) was greater than the conversion price of $0.005333 per share. The value of the beneficial conversion feature was recorded to additional paid-in capital with the offset to discount on notes payable. The debt discount was accreted to interest expense over the one-year original term of the notes. The Company, in error, did not record the $375,000 beneficial conversion feature in its previously issued financial statements as of and for the year ended December 31, 2007. As a result, a prior period adjustment to record the $375,000 beneficial conversion feature and related accretion through December 31, 2007 to the opening balance of Stockholders’ deficit as of January 1, 2008 (see Note 3). Accretion the debt discount for the beneficial conversion feature was $247,828 and $152,172 for the years ended December 31, 2008 and 2007, respectively.

 

In August 2009, noteholders exercised their option to convert $260,000 of the notes payable plus accrued interest into 48,750,000 shares of common stock. The noteholder of the remaining $140,000 under this convertible note issue agreed to extend the maturity date of these notes to September 30, 2015 at an interest rate of 10% per annum. Additionally, the noteholder agreed in writing to suspend its right to convert its note until such as the Company’s authorized shares have been increased. Remaining shares to be potentially issued under this convertible note issue is 26,250,000.

 

As of December 31, 2011, 2010, 2009 and 2008, the remaining principal balance on the notes is $140,000, $140,000, $140,000 and $400,000.  Accrued interest at December 31, 2011, 2010, 2009 and 2008 amounted to $64,750, $50,750, $36,750, and $58,542.