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6. Convertible Notes Payable
3 Months Ended
Oct. 31, 2011
Debt Disclosure [Text Block]
6.  Convertible Notes Payable

The Company issued $100,00 in Convertible Notes Payable during October, 2011. These notes accrue interest at 12.0% and are due April 6, and April 12, 2012,respectively.  At any time during this period the holder may convert all or part of this note into the common stock of company as follows:

The conversion amount is defined as the  sum of the outstanding principal and accrued interest.   The Conversion Price is defined as  50% of an average of the three lowest trading prices of the company’s common stock during the ten previous trading days. If these shares were converted on October 31, 2011 it would result in the issuance of an additional 561,798 shares.

The Company evaluated the terms of this note in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed to be less than the market value of underlying common stock at the inception of the note.  Therefore, the Company will recognize a beneficial conversion feature in the amount of $100,000 on October 31, 2011. The beneficial conversion feature will be recognized as a discount to the Convertible Note Payable and will be amortized to interest expense over the life of the note. During the quarter ended October 31, 2011, the Company recognized $12,778 in additional interest expense.