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Convertible Notes Payable
12 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Convertible Notes Payable

On September 15, 2014, the Company effectuated a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”) for the purchase and sale of up to $350,000 of the Registrant’s original issue discount convertible debentures (collectively, the “Debentures”).  The Debentures do not bear interest and are convertible into shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) at a conversion price equal to sixty five percent (65%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) trading days immediately preceding the date of conversion.  In addition, the Registrant paid the Investor a fee consisting of $5,000 and 400,000 shares of restricted Common Stock (the “Commitment Shares”) in connection with the Investor’s due diligence review of the Registrant and reimbursed the Investor for $5,000 in legal fees incurred by the Investor.  Pursuant to the Agreement and a Registration Rights Agreement, for the nine months following the date of the Agreement, if the Registrant offers Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a registration statement (“Registration Statement”) with the Securities and Exchange Commission covering any of its securities other than (i) a registration on Form S-8 or S-4, or any successor or similar forms; and (ii) a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the acquisition of assets, the Registrant will give the Investor the option to include the Commitment Shares and any shares of Common Stock into which the Debentures are convertible into in such Registration Statement.

 

The first Debenture was issued in the principal amount of $150,000 (the "Debenture"). On March 27, 2015, $25,000 of principal was converted into 1,373,626 shares of the Company’s common stock at $0.0182 per share. The Debenture was shown as a long-term liability net of discounts of $97,330 for a net value of $27,670 at March 31, 2015.

 

An additional Debenture in the principal amount of $100,000 may be issued by the Registrant to the Investor anytime sixty-one (61) days thereafter subject to the satisfaction of the terms and conditions set forth in the Agreement (the “Second Closing”).  A third Debenture in the principal amount of $100,000 may be issued by the Registrant to the Investor anytime sixty-one (61) days following the Second Closing subject to the satisfaction of the terms and conditions set forth in the Agreement.

 

The second Debenture was issued in the principal amount of $17,000 (the "Debenture")and was shown as a long-term liability net of discounts of $15,514 for a net value of $1,466 at March 31, 2015.

 

On March 16, 2015, the Company effectuated a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”) for the purchase and sale of an 8% convertible note in the aggregate principal amount of $84,000. The note matures on December 18, 2015 and pays interest at a rate of 8%, per annum. The Debenture is convertible into shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) at a conversion price equal to sixty-one percent (61%) of the lowest thre trading prices, as defined, of the Common Stock for the ten (10) trading days immediately preceding the date of conversion.

 

The Debenture is shown as a current liability net of a discounts of $82,444 for a net value of $1,556 at March 31, 2015.

 

The note has subsequently been repaid.