XML 48 R16.htm IDEA: XBRL DOCUMENT v3.2.0.727
CONVERTIBLE DEBT RELATED PARTIES
12 Months Ended
Dec. 31, 2014
Summary of Investments, Other than Investments in Related Parties [Abstract]  
CONVERTIBLE DEBT RELATED PARTIES

NOTE 10 – CONVERTIBLE DEBT – RELATED PARTIES

 

In March 2012, the Company entered into a convertible note payable agreement amounting to $900,000. The note had a due date of December 1, 2013. Unpaid principal after due date shall accrue interest at the rate of 28% per annum. The borrower reserves the right to prepay interest and or principal with sixty day notice, without any penalty. Liquidated damages of $20,000 are payable in lieu of actual damages if there is delay of more than 1 day from the due date in the payment of the installment of interest or principal. The conversion rate was $0.96 per share. The fair market value of the shares on the date of amendment of the note was $1 per share. This fair value was determined to be the price per share of last cash sale of shares to unrelated parties prior to the date of the note agreement. Hence, the Company recorded a beneficial conversion feature of $37,500 on the note. The Company also recorded $225,000 as a prepaid financing fee for commission paid which was being amortized over the term of the note.

 

The above note, including the notes issued in prior years amounting to $2,300,000 were modified on August 31, 2012 to amend the conversion rate from $0.96 to $0.33 per share. The modification in the note amendment was determined to be substantive in nature and as such debt extinguishment accounting applies.  Consequently, the amended notes were treated as new notes.  The fair market value of the share on the date of amendment of the note was $0.21 per share. This fair value was determined to be the price per share pursuant to a valuation of the shares done by an independent unrelated valuation expert. Hence, no beneficial conversion feature was recorded.

 

Since the modification was considered substantial, the unamortized discount and the prepaid financing fees as of the date of the modification were fully amortized to interest expense.

 

On September 6, 2012, the note holders exercised their right to convert, substantially, all of the notes, in the amount of $3,000,000 and the Company issued 9,090,909 shares to the respective note holders.  The balance of the note payable amounting to $200,000 was fully paid off by the Company on October 1, 2012.

 

For the year ended December 31, 2012 the Company recognized amortization on the debt discount related to the beneficial conversion feature of $444,207.