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CONVERTIBLE NOTE PAYABLE
12 Months Ended
Dec. 31, 2012
Debt Disclosure [Abstract]  
CONVERTIBLE NOTE PAYABLE

6.      CONVERTIBLE NOTE PAYABLE

 

On May 23, 2010, the Company entered into a 10% Subordinated Convertible Note payable with Infox Ltd. (a related party) in the amount of $297,567 in repayment of demand notes in the amount of $275,091 and accrued interest of $22,476.  The note bears interest at 10% per annum, matures on March 31, 2013 and is convertible into shares of common stock at $0.01 per share.  The note requires quarterly payments of interest or, upon agreement of both parties, the interest may be capitalized to principal each quarter.  There have been no payments of interest on the note. During 2010, Infox Ltd. assigned assigned this note to an unrelated third party. All interest accrued during the year ended December 31, 2012 was capitalized to principal. The principal balance of this note, including interest added to principal, was $7,446 as of December 31, 2012.

 

On May 23, 2010, the Company entered into a 10% Subordinated Convertible Note payable with Zaccam Trading Ltd. (a related party) in the amount of $109,441 in repayment of demand notes in the same amount.  The note bears interest at 10% per annum, matures on March 31, 2013 and is convertible into shares of common stock at $0.01 per share.  The note requires quarterly payments of interest or, upon agreement of both parties, the interest may be capitalized to principal each quarter.  There have been no payments of interest on the note. During 2010, Zaccam Trading Ltd. assigned assigned this note to an unrelated third party. All interest accrued during the year ended December 31, 2012 was capitalized to principal. The principal balance of this note, including interest added to principal, was $10,594 as of December 31, 2012.

 

On June 2, 2010, the Company entered into a 10% Subordinated Convertible Note payable with Zaccam Trading Ltd. (a related party) in the amount of $13,709 in repayment of demand notes in the same amount.  The note bears interest at 10% per annum, matures on March 31, 2013 and is convertible into shares of common stock at $0.01 per share.  The note requires quarterly payments of interest or, upon agreement of both parties, the interest may be capitalized to principal each quarter.  There have been no payments of interest on the note. During 2010, Zaccam Trading Ltd. assigned assigned this note to an unrelated third party. All interest accrued during the year ended December 31, 2012 was capitalized to principal. The principal balance of this note, including interest added to principal, was $5,432 as of December 31, 2012.

 

The Company evaluated the application of ASC 470-50-40/55, Debtor’s Accounting for a Modification or Exchange of Debt Instrument as it applies to the three notes listed above and concluded that the revised terms constituted a debt modification rather than a debt extinguishment because the present value of the cash flows under the terms of each of the new instruments was less than 10% from the present value of the remaining cash flows under the terms of the original notes.  No gain or loss on the modifications was required to be recognized.

 

The Company evaluated the terms of the three notes 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 greater than the market value of underlying common stock at the inception of the note.  Therefore, no beneficial conversion feature was recognized.

 

On October 7, 2011, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $661,683 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on December 31, 2012.  The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.03 per share.

 

Additionally, on October 7, 2011, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $517,673 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on June 30, 2013.  The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.03 per share.

 

The Company evaluated the terms of these notes 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 features did not meet the definition of a liability and therefore did not bifurcate the conversion features and account for them as a separate derivative liabilities. The Company evaluated the conversion features 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 recognized beneficial conversion features in the amounts of $661,683 and $517,673 on October 7, 2011. The beneficial conversion features were recorded as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. The discounts to the Convertible Notes Payable will be amortized to interest expense over the life of the respective notes.

 

On January 9, 2012, the holder of the $661,683 Convertible Note Payable elected to convert the entire principal in the amount of $661,683 into 22,056,100 shares of common stock. On that date, the unamortized discount related to this principal was $618,583. This amount was immediately amortized to interest expense. The principal amount of $661,683 was recognized as an increase in stockholders’ equity as a result of this conversion. There was no gain or loss on the conversion, because it was effected in accordance with the terms of the convertible note agreement.

 

On January 12, 2012, the holder of the $517,673 Convertible Note Payable assigned principal in the amount of $270,000 to six entities ($45,000 each). The new holders of the $517,673 Convertible Note Payable elected to convert principal in the amount of $270,000 into 9,000,000 shares of common stock. On that date, the unamortized discount related to this principal was $253,872. This amount was immediately amortized to interest expense. The converted principal amount of $270,000 was recognized as an increase in stockholders’ equity as a result of this conversion. There was no gain or loss on the conversion, because it was effected in accordance with the terms of the convertible note agreement.

 

On October 15, 2012, the holders of the $517,673 Convertible Note Payable elected to convert principal in the amount of $90,000 into 3,000,000 shares of common stock. On that date, the unamortized discount related to this principal was $70,706. This amount was immediately amortized to interest expense. The converted principal amount of $90,000 was recognized as an increase in stockholders’ equity as a result of this conversion. There was no gain or loss on the conversion, because it was effected in accordance with the terms of the convertible note agreement.

 

On October 31, 2012, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $251,468 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on April 30, 2013.  The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.02 per share.

 

The Company evaluated the terms of these notes 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 features did not meet the definition of a liability and therefore did not bifurcate the conversion features and account for them as a separate derivative liabilities. The Company evaluated the conversion features 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 recognized beneficial conversion features in the amounts of $251,468 on October 31, 2012. The beneficial conversion features were recorded as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. The discounts to the Convertible Notes Payable will be amortized to interest expense over the life of the note.