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Convertible Notes Payable
6 Months Ended
Jun. 30, 2016
Notes to Financial Statements [Abstract]  
Note 5 - Convertible Notes Payable

Convertible notes payable consist of the following:

 

        As of  
        June 30,     December 31,  
        2016     2015  
VariousConvertibleNotes   (a)   $ 55,000     $ 55,000  
                     
TarponConvertibleNote   (b)     33,500       -  
Ylimit,LLC   (c)     100,000       -  
                     
Total Convertible Notes         188,500       55,000  
Discount         (133,156 )     (30,556 )
                     
Convertible notes, net       $ 55,344     $ 24,444  

 

(a) The Company has issued a series of convertible notes with various interest rates ranging up to 10% per annum. The Note Conversion Price is determined as follows: (a) if the Note is converted upon the Next Equity Financing, an amount equal to 80% of the price paid per share paid by the investors in the Next Equity Financing; (b) if the Note is converted in the event of a Corporate Transaction, a price per share derived by dividing a "pre-money" valuation of $8,000,000 by the number of shares outstanding immediately prior to the time of such conversion, on a fully diluted basis; or (c) if the Note is converted as part of a Maturity Conversion, a price per unit derived by dividing a "pre-money" valuation of $8,000,000 by the total number of units (restricted and non-restricted) outstanding immediately prior to the time of such conversion, on a fully diluted basis. The notes are due and payable on demand at any time after the earlier of (i) 36 months following the note issuance or (ii) the consummation of a corporate transaction if not previously converted. The balance of the notes outstanding was $55,000 as of June 30, 2016 and December 31, 2015, of which $30,000 was due to related parties.
   
(b) On June 15, 2015, as a condition for the execution of an Equity Purchase Agreement with Tarpon (See Note 7), the Company issued a Promissory Note to Tarpon in the principal amount of $50,000 with an interest rate at 10% per annum and a maturity date of December 31, 2015. The note was recorded as financing cost upon issuance. On February 26, 2016, the Company and Tarpon entered into an amendment to the Promissory Note. The amendment added a conversion feature to the Note so that the Note and all accrued interest are convertible into shares of the Company’s common stock at a conversion price equal to 80% of the lowest closing bid price of the common stock for the 30 trading days preceding the conversion date, and the maturity date was extended to December 31, 2016. On March 2, 2016 and March 28, 2016, Tarpon converted principal and interest of $10,075 and $10,310, respectively, into 1,144,925 shares and 2,343,150 shares, respectively, of the Company’s common stock.
   
(c) On May 9, 2016 the Company issued a convertible note in the principal amount of $100,000 with interest at 10% per annum and due on May 9, 2018. The Note Conversion Price is determined as follows: if the Company receives equity funding of $1 million or more, then the Lender may choose to either convert the Note into shares of the Company’s common stock or request repayment of the principal and interest on the Note. If the Lender chooses to convert the Note, then the Lender shall receive the number of shares equal to the dollar amount of principal and interest owed by the Company as of the date of the conversion divided by 85% of the per share stock price in the equity funding. If the Company borrows additional amounts above the initial $100,000, then the Lender shall receive the number of shares equal to the dollar amount of principal and interest of those additional borrowings owed by the Company as of the date of the conversion divided by 75% of the per share stock price in the equity funding. The Note is secured by the Company’s rights, titles and interests in all the Company’s tangible and intangible assets, including intellectual property and proprietary software whether existing now or created in the future. Further consideration was the granting of 10,000,000 shares of common stock, valued at $41,000 and recorded as shares to be issued.

  

The Company considered the current FASB guidance of “Contracts in Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability of whether or not within the issuers’ control means the instrument is not indexed to the issuer’s own stock. Accordingly, the Company determined that the conversion prices of the Notes were not a fixed amount because they were subject to an adjustment based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features of the Notes were not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair values of the embedded conversion features were recorded as debt discount offsetting the fair value of the Notes and the remainder recorded as financing costs in the Condensed Consolidated Statement of Operations. The discounts are being amortized using the effective interest rate method over the life of the debt instruments.

 

As of March 31, 2016 the unamortized discount was $56,122. During the three months ended June 30, 2016 the Company issued a convertible note and created a derivative liability upon issuance with a fair value of $113,796, of which $100,000 was recorded as a valuation discount, and the remaining $13,796 was recorded as a financing cost. During the six months ended June 30, 2016, amortization of debt discount was $30,900. In addition $16,500 of discount was recorded as interest expense upon conversion of the notes. The unamortized balance of the debt discount was $133,156 as of June 30, 2016.

 

For the purposes of Balance Sheet presentation, convertible notes payable have been presented as follows:

 

   

June 30,

2016

   

December 31,

2015

 
             
Convertible notes payable, net   $ 37,011     $ 11,441  
Convertible notes payable, related party, net     18,333       13,003  
Total   $ 55,344     $ 24,444