Convertible Debt |
Note 3 – Convertible Debt
The Company had the following convertible debt outstanding at September 30, 2015: Lender | | Date of Agreement | | | Term (Months) | | | Annual Interest Rate | | | | Face Value | | | Accrued Interest | | | Discount | | | Net Convertible Note Payable | | | Note Derivative Liability | | Redwood Fund III | | 5/15/2014 | | | | 6 | | | | 12.00 | % | | | $ | 40,000 | | | $ | 5,918 | | | $ | 15,867 | | | $ | 30,051 | | | $ | 114,005 | | Tonaquint, Inc | | 10/7/2014 | | | | 12 | | | | 22.00 | % | (a) | | | 98,177 | | | | 46,416 | | | | 16,700 | | | | 127,893 | | | | 128,566 | | JMJ Financial #3 | | 10/22/2014 | | | | 24 | | | | 5.83 | % | | | | 8,900 | | | | 5,556 | | | | 11,582 | | | | 2,874 | | | | 27,375 | | LG Capital #2 | | 10/23/2014 | | | | 12 | | | | 8.00 | % | | | | 23,533 | | | | 2,500 | | | | 9,398 | | | | 16,635 | | | | 52,628 | | Cardinal Capital Group | | 11/6/2014 | | | | 24 | | | | 22.00 | % | (a) | | | 43,998 | | | | 30,133 | | | | 41,984 | | | | 32,147 | | | | 94,158 | | Rock Capital | | 2/6/2015 | | | | 12 | | | | 10.00 | % | | | | 23,005 | | | | - | | | | 20,351 | | | | 2,654 | | | | 67,377 | | Union Capital #3 | | 2/17/2015 | | | | 12 | | | | 8.00 | % | | | | 34,500 | | | | - | | | | - | | | | 34,500 | | | | 93,039 | | Adar Bay #2 | | 2/19/2015 | | | | 12 | | | | 8.00 | % | | | | 12,000 | | | | - | | | | 11,742 | | | | 258 | | | | 39,280 | | LG Capital #3 | | 3/10/2015 | | | | 12 | | | | 8.00 | % | | | | 52,500 | | | | - | | | | 43,388 | | | | 9,112 | | | | 109,470 | | | | | | | | | | | | | | | | $ | 336,613 | | | $ | 90,523 | | | $ | 171,012 | | | $ | 256,124 | | | $ | 725,898 | |
During the years ended September 30, 2015 and 2014, the Company issued an aggregate of 2,063,374,370 and 0 shares of common stock for conversion of convertible debts of $1,728,370 and $0 and decrease in derivative value due to conversion of $2,474,418 and $0, respectively. | (a) | During the year ended September 30, 2015, the note was defaulted due to insufficient authorized common share to fulfill conversion request, additional interest accrual recorded due to interest rate increased to 22% from 12% related to the default. |
The Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities once the note becomes convertible on the 180 days after the effective date.
The Company had the following convertible debt outstanding at September 30, 2014:
Lender | | Date of Agreement | | Term (Months) | | | Annual Interest Rate | | | | Face Value | | | Accrued Interest | | | Discount | | | Deferred Debt Origination Costs Due at Maturity(c) | | | Net Convertible Note Payable | | | Note Derivative Liability | | JMJ Financial | | 4/15/2014 | | 24 | | | | 5.83 | % | (a) | | $ | 100,000 | | | $ | 1,342 | | | $ | 95,379 | | | $ | 11,111 | | | $ | 17,074 | | | $ | 117,809 | | KBM Worldwide | | 4/24/2014 | | 9 | | | | 8.00 | % | | | | 103,500 | | | | 4,809 | | | | - | | | | - | | | | 108,309 | | | | - | | KBM Worldwide | | 6/26/2014 | | 9 | | | | 8.00 | % | | | | 53,000 | | | | 1,487 | | | | - | | | | - | | | | 54,487 | | | | - | | JSJ Investments | | 4/29/2014 | | 6 | | | | 12.00 | % | | | | 100,000 | | | | 10,126 | | | | - | | | | - | | | | 109,792 | | | | - | | Adar Bays | | 5/20/2014 | | 12 | | | | 8.00 | % | | | | 52,500 | | | | 1,530 | | | | 48,234 | | | | - | | | | 5,796 | | | | 81,401 | | LG Capital | | 5/20/2014 | | 12 | | | | 8.00 | % | | | | 52,500 | | | | 1,530 | | | | 48,234 | | | | - | | | | 5,796 | | | | 68,626 | | Redwood Fund III | | 5/15/2014 | | 6 | | | | 7.85 | % | (b) | | | 100,000 | | | | 5,934 | | | | - | | | | - | | | | 105,934 | | | | - | | Vista Capital Investments | | 6/16/2014 | | 24 | | | | 5.83 | % | (b) | | | 50,000 | | | | 423 | | | | 43,441 | | | | 5,556 | | | | 12,538 | | | | 60,785 | | Tonaquint, Inc | | 7/10/2014 | | 12 | | | | 12.00 | % | | | | 115,000 | | | | 3,100 | | | | 104,979 | | | | - | | | | 13,121 | | | | 152,002 | | Union Capital | | 7/16/2014 | | 12 | | | | 8.00 | % | | | | 30,000 | | | | 533 | | | | - | | | | - | | | | 30,533 | | | | - | | Iconic Holding, LLC | | 7/16/2014 | | 12 | | | | 10.00 | % | | | | 75,000 | | | | 1,562 | | | | 69,626 | | | | - | | | | 6,936 | | | | 67,480 | | Auctus Private | | 7/29/2014 | | 9 | | | | 8.00 | % | | | | 58,750 | | | | 1,082 | | | | - | | | | - | | | | 59,832 | | | | - | | KBM Worldwide | | 8/11/2014 | | 9 | | | | 8.00 | % | | | | 53,000 | | | | 712 | | | | - | | | | - | | | | 53,712 | | | | - | | Vista Capital Investments | | 8/26/2014 | | 24 | | | | 5.83 | % | (b) | | | 25,000 | | | | 70 | | | | 24,766 | | | | 2,777 | | | | 3,081 | | | | 28,000 | | KBM Worldwide | | 9/2/2014 | | 9 | | | | 8.00 | % | | | | 47,500 | | | | 389 | | | | - | | | | - | | | | 47,889 | | | | - | | JMJ Financial | | 9/3/20114 | | 24 | | | | 5.83 | % | (a) | | | 50,000 | | | | 108 | | | | 47,948 | | | | 5,556 | | | | 7,716 | | | | 58,046 | | JSJ Investments | | 9/8/2014 | | 6 | | | | 12.00 | % | | | | 100,000 | | | | 1,447 | | | | 87,602 | | | | - | | | | 13,845 | | | | 217,078 | | Macallan Partners, LLC | | 9/9/2014 | | 12 | | | | 10.00 | % | | | | 120,000 | | | | 690 | | | | 113,806 | | | | - | | | | 7,218 | | | | 164,817 | | | | | | | | | | | | | | $ | 1,285,750 | | | $ | 36,874 | | | $ | 684,015 | | | $ | 25,000 | | | $ | 663,609 | | | $ | 1,016,044 | |
(a) | Implied interest rate. The note is subject to a one time 12% interest charge unless repaid within 90 days |
(b) | Implied interest rate. The note is subject to a one time 12% interest charge regardless of how long it has been outstanding |
(c) | Original Issue Discount due at maturity of the note |
The following table summarizes conversion terms of the notes outstanding at September 30, 2015:
Lender | | Date of Agreement | | Term Of Conversion | | Eligible for Conversion | | | | | | | | Redwood Fund III | | May 15, 2014 | | Conversion Price shall be 55% of the lowest traded price, determined on the then current trading market for the Company’s common stock, for 20 trading days prior to conversion. | | 180 after the effective dates | JMJ Financial | | October 22, 2014 | | Conversion Price shall be lesser of $0.06 or 60% of lowest trade price in the 25 trading days previous to conversion. | | 180 after the effective dates | Tonaquint, Inc | | October 7, 2014 | | Conversion price shall be 65% (the “Conversion Factor”) of the lowest intra-day trade price of Borrower’s common stock (“Common Stock”) in the twenty-five (25) Trading Days immediately preceding the Conversion . | | 180 after the effective date | LG Capital #2 | | October 23, 2014 | | Conversion price shall be 50% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. | | 180 after the effective date | Cardinal Capital Group | | November 6, 2014 | | Conversion price shall equal the lesser of (a) $0.05 or (b) 60% of the lowest trade occurring during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. | | 180 after the effective date | Rock Capital | | February 6, 2015 | | Conversion price shall equal be 55% of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). | | 180 after the effective date | Union Capital | | February 17, 2015 | | Conversion price shall equal be 55% of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). | | 180 after the effective dates | Adar Bay | | February 19, 2015 | | Conversion price shall equal be 50% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. | | 180 after the effective date | LG Capital #3 | | March 10, 2015 | | Conversion price shall equal be 60% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. | | 180 after the effective date |
As of September 30, 2015, Company recorded the following deferred origination costs related to the convertible notes: Lender | | Date of Agreement | | Finder's Fees | | | Deferred Debt Origination Costs Due at Maturity | | | Legal and Other Debt Origination Costs | | | Deferred Debt Origination Costs at September 30, 2014 | | | Additions | | | Amortization | | | Deferred Debt Origination Costs at September 30, 2015 | | | | | | | | | | | | | | | | | | | | | | | | JMJ Financial #1 | | 04/15/14 | | $ | 10,000 | | | $ | 11,111 | | | $ | - | | | $ | 18,896 | | | $ | - | | | $ | 18,896 | | | $ | - | KBM Worldwide #1 | | 04/24/14 | | | 10,000 | | | | - | | | | 3,500 | | | | 7,692 | | | | - | | | | 7,692 | | | | - | KBM Worldwide #2 | | 06/26/14 | | | 5,000 | | | | - | | | | 3,000 | | | | 6,247 | | | | - | | | | 6,247 | | | | - | JSJ Investments #1 | | 04/29/14 | | | 10,000 | | | | - | | | | - | | | | 1,562 | | | | - | | | | 1,562 | | | | - | Adar Bay | | 05/20/14 | | | 5,000 | | | | - | | | | 2,500 | | | | 4,900 | | | | - | | | | 4,900 | | | | - | LG Capital | | 05/20/14 | | | 5,000 | | | | - | | | | 2,500 | | | | 4,900 | | | | - | | | | 4,900 | | | | - | Redwood Fund III | | 05/15/14 | | | 10,000 | | | | - | | | | - | | | | 2,438 | | | | - | | | | 2,438 | | | | - | Vista Capital Investments #1 | | 06/16/14 | | | 5,000 | | | | 5,556 | | | | - | | | | 9,860 | | | | - | | | | 9,860 | | | | - | Various | | Various | | | - | | | | - | | | | 52,500 | | | | 25,596 | | | | 18,700 | | | | 29,956 | | | | 14,340 | Tonaquint, Inc #1 | | 07/10/14 | | | 10,000 | | | | 10,000 | | | | 5,000 | | | | 23,898 | | | | - | | | | 23,898 | | | | - | Union Capital | | 07/16/14 | | | - | | | | - | | | | 4,500 | | | | 4,500 | | | | - | | | | 4,500 | | | | - | Iconic Holding, LLC | | 07/16/14 | | | 6,750 | | | | 7,500 | | | | - | | | | 14,250 | | | | - | | | | 14,250 | | | | - | Acutus Private | | 07/29/14 | | | 5,250 | | | | - | | | | 6,250 | | | | 10,292 | | | | - | | | | 10,292 | | | | - | KBM Worldwide #3 | | 08/11/14 | | | 5,000 | | | | - | | | | 3,000 | | | | 7,160 | | | | - | | | | 7,160 | | | | - | Vista Capital Investments #2 | | 08/26/14 | | | 2,500 | | | | 2,777 | | | | - | | | | 5,277 | | | | - | | | | 5,277 | | | | - | KBM Worldwide #4 | | 09/02/14 | | | 4,500 | | | | - | | | | 2,500 | | | | 6,540 | | | | - | | | | 6,540 | | | | - | JMJ Financial #2 | | 09/03/14 | | | 5,000 | | | | 5,556 | | | | - | | | | 10,556 | | | | - | | | | 10,556 | | | | - | JSJ Investments #2 | | 09/08/14 | | | 10,000 | | | | - | | | | 2,000 | | | | 11,759 | | | | - | | | | 11,759 | | | | - | Macallan Partners, LLC | | 09/09/14 | | | - | | | | 12,000 | | | | - | | | | 12,000 | | | | - | | | | 12,000 | | | | - | Tonaquint, Inc #2 | | 10/07/14 | | | 10,000 | | | | 5,000 | | | | 15,000 | | | | - | | | | 30,000 | | | | 14,902 | | | | 15,098 | JMJ Financial # 3 | | 10/22/14 | | | 5,000 | | | | - | | | | 5,556 | | | | - | | | | 10,556 | | | | 5,556 | | | | 5,000 | LG Capital #2 | | 10/23/14 | | | 5,000 | | | | 2,500 | | | | 2,500 | | | | - | | | | 10,000 | | | | 9,494 | | | | 506 | Cardinal Group | | 11/06/14 | | | - | | | | 8,500 | | | | 6,500 | | | | - | | | | 15,000 | | | | 5,667 | | | | 9,333 | KBM Worldwide #7 | | 01/12/15 | | | - | | | | 4,500 | | | | - | | | | - | | | | 4,500 | | | | - | | | | 4,500 | Rock Capital | | 02/06/15 | | | - | | | | 1,000 | | | | 4,500 | | | | - | | | | 5,500 | | | | 189 | | | | 5,311 | Union Capital #3 | | 02/17/15 | | | - | | | | 1,500 | | | | 4,500 | | | | - | | | | 6,000 | | | | 4,500 | | | | 1,500 | Adar Bay #2 | | 02/19/15 | | | - | | | | 3,500 | | | | - | | | | - | | | | 3,500 | | | | - | | | | 3,500 | LG Capital #3 | | 03/10/15 | | | - | | | | 4,000 | | | | 7,500 | | | | - | | | | 11,500 | | | | 8,878 | | | | 2,622 | Vista #3 | | 03/02/15 | | | - | | | | - | | | | 5,800 | | | | - | | | | 5,800 | | | | 5,800 | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - | | | | | $ | 129,000 | | | $ | 85,000 | | | $ | 139,106 | | | $ | 188,323 | | | $ | 121,056 | | | $ | 247,669 | | | $ | 61,710 |
As of September 30, 2014, Company recorded the following deferred origination costs related to the convertible notes:
Lender | | Date of Agreement | | Transaction Costs | | | Deferred Debt Origination Costs Due at Maturity | | | Legal and Other Debt Origination Costs | | | Initial Deferred Origination Costs | | | Amortization | | | Net Deferred Debt Origination Costs | | JMJ Financial | | 4/15/2014 | | $ | 10,000 | | | $ | 11,111 | | | $ | - | | | $ | 21,111 | | | $ | 2,215 | | | $ | 18,896 | | KBM Worldwide | | 4/24/2014 | | | 10,000 | | | | - | | | | 3,500 | | | | 13,500 | | | | 5,808 | | | | 7,692 | | KBM Worldwide | | 6/26/2014 | | | 5,000 | | | | - | | | | 3,000 | | | | 8,000 | | | | 1,753 | | | | 6,247 | | JSJ Investments | | 4/29/2014 | | | 10,000 | | | | - | | | | - | | | | 10,000 | | | | 8,438 | | | | 1,562 | | Adar Bays | | 5/20/2014 | | | 5,000 | | | | - | | | | 2,500 | | | | 7,500 | | | | 2,600 | | | | 4,900 | | LG Capital | | 5/20/2014 | | | 5,000 | | | | - | | | | 2,500 | | | | 7,500 | | | | 2,600 | | | | 4,900 | | Redwood Fund III | | 5/15/2014 | | | 10,000 | | | | - | | | | - | | | | 10,000 | | | | 7,562 | | | | 2,438 | | Vista Capital Investments | | 6/16/2014 | | | 5,000 | | | | 5,556 | | | | - | | | | 10,556 | | | | 696 | | | | 9,860 | | Various | | Various | | | - | | | | - | | | | 33,800 | | | | 33,800 | | | | 5,693 | | | | 28,107 | | Tonaquint, Inc | | 7/10/2014 | | | 10,000 | | | | - | | | | 15,000 | | | | 25,000 | | | | 1,102 | | | | 23,898 | | Union Capital | | 7/16/2014 | | | - | | | | - | | | | 4,500 | | | | 4,500 | | | | - | | | | 4,500 | | Iconic Holding, LLC | | 7/16/2014 | | | 6,750 | | | | - | | | | 7,500 | | | | 14,250 | | | | - | | | | 14,250 | | Auctus Private | | 7/29/2014 | | | 5,250 | | | | - | | | | 6,250 | | | | 11,500 | | | | 1,208 | | | | 10,292 | | KBM Worldwide | | 8/11/2014 | | | 5,000 | | | | - | | | | 3,000 | | | | 8,000 | | | | 840 | | | | 7,160 | | Vista Capital Investments | | 8/26/2014 | | | 2,500 | | | | 2,777 | | | | - | | | | 5,277 | | | | - | | | | 5,277 | | KBM Worldwide | | 9/2/2014 | | | 4,500 | | | | - | | | | 2,500 | | | | 7,000 | | | | 460 | | | | 6,540 | | JMJ Financial | | 9/3/2014 | | | 5,000 | | | | 5,556 | | | | - | | | | 10,556 | | | | - | | | | 10,556 | | JSJ Investments | | 9/8/2014 | | | 10,000 | | | | - | | | | 2,000 | | | | 12,000 | | | | 241 | | | | 11,759 | | Macallan Partners, LLC | | 9/9/2014 | | | - | | | | - | | | | 12,000 | | | | 12,000 | | | | - | | | | 12,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 109,000 | | | $ | 25,000 | | | $ | 98,050 | | | $ | 232,050 | | | $ | 41,216 | | | $ | 190.834 | |
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