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Convertible Debenture
9 Months Ended
Sep. 30, 2017
Debt Disclosure [Abstract]  
Convertible Debenture

On April 4, 2017, the Company issued a 2% Convertible Note with a principal amount of $525,000 and warrants to purchase up to 787,500 shares of common stock at $0.50 per share, exercisable for a period of five years from issuance. Pursuant to the Note, the Company will receive total proceeds of $500,000 in tranches, net of a prorated 5% original issue discount (“OID”). Interest is calculated at 2% per annum and any principal or interest not paid when due will bear interest at 15% per annum, commencing the due date. The maturity date of each tranche is 6 months from the effective date of each payment. The Convertible Note is secured by the Company’s collateral. Any unpaid principal and interest can be converted into shares of common stock at a fixed conversion price of $0.50 per share. As at September 30, 2017, the Company has received total proceeds of $288,000, net of Original Discounts of $14,400 and debt financing fees of $12,000. On September 6, 2017, the Company repaid a total of $200,000.

On April 10, 2017, the Company received proceeds of $188,000 net of an Original Discount of $10,000 and debt financing fees of $12,000. The fair value of the 315,000 Warrants on April 10, 2017 was $211,100, determined using Black-Scholes. As a result, the relative fair values of the convertible note and the warrants was $104,726 and $105,274, respectively. The effective conversion price was then determined to be $0.50. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the warrants of $105,274 as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $104,726. The beneficial conversion feature of $82,726, the OID of $10,000 and the debt financing fees of $12,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability or beneficial conversion associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended September 30, 2017, the Company recorded accretion of discount of $206,342. On September 6, 2017, the Company repaid $200,000. As at September 30, 2017, the Company has recorded accrued interest of $1,714 and the carrying value of the loan is $3,658. 

On May 9, 2017, the Company received proceeds of $100,000 net of an Original Discount of $5,000. The fair value of the 157,500 Warrants on May 9, 2017 was $111,789, determined using Black-Scholes. As a result, the relative fair values of the convertible note and the warrants was $50,856 and $54,144, respectively. The effective conversion price was then determined to be $0.50. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the warrants of $54,144 as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $50,856. The beneficial conversion feature of $45,856 and the OID of $5,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $nil. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability or beneficial conversion associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended September 30, 2017, the Company recorded accretion of discount of $29,591, increasing the carrying value of the loan to $29,591. As at September 30, 2017, the Company has recorded accrued interest of $828.

On July 3, 2017, the Company issued a 10% Convertible Note with a principal amount of $175,000 and warrants to purchase 218,750 shares of common stock at $0.40 per share, exercisable for a period of five years from issuance. Pursuant to the Note, the Company received proceeds of $150,000, net of original issue discount (“OID”) of $22,250 and debt financing cost of $2,750. Interest is calculated at 10% per annum and any principal or interest not paid when due will bear interest at 24% per annum, commencing the due date. The maturity date is 6 months from the effective date of each payment. All principal and accrued interest on the Note is convertible into shares of the Company’s common stock at the lesser of (i) the lowest trading price during the previous 25 trading days prior to the issuance of the note, and (ii) 50% multiplied by the lowest trading price during the 25 trading days prior to the conversion date. As at September 30, 2017, the Company has received proceeds of $150,000, net of Original Discounts of $22,250 and debt financing cost of $2,750.

The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. The Company then evaluated whether the embedded conversion option within the debt instrument is beneficial to the holder. Since the market price at closing was greater than the conversion price, it was determined that there was a beneficial conversion feature. The fair value of the 218,750 warrants on July 3, 2017 was $206,285, determined using Black-Scholes. As a result, the relative fair values of the convertible note and the warrants was $80,320 and $94,680, respectively. The Company recognized the relative fair value of the warrants of $94,680 as additional-paid-in capital and an equivalent discount that reduced the carrying value of the convertible debt to $80,320. The beneficial conversion feature of $55,320, the OID of $22,250 and the debt financing cost of $2,750 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $nil. The discount and debt financing cost are being expensed over the term of the loan to increase the carrying value to the face value of the loan. During the nine months ended September 30, 2017, the Company recorded accretion of discount of $13,872 and debt financing costs of $221, increasing the carrying value of the loan to $14,093. As at September 30, 2017, the Company has recorded accrued interest of $4,267.