Quarterly report pursuant to sections 13 or 15(d)

NOTES PAYABLE, CONVERTIBLE OID - Shareholders

v2.4.0.8
NOTES PAYABLE, CONVERTIBLE OID - Shareholders
9 Months Ended
Sep. 30, 2013
NOTES PAYABLE, CONVERTIBLE OID - Shareholders [Abstract]  
NOTES PAYABLE, CONVERTIBLE OID - Shareholders

NOTE 8 - NOTES PAYABLE, CONVERTIBLE OID - Shareholders


                                           

 

 

September 30, 2013

 

December 31, 2012

Notes Payable - Convertible

 

Principal

 

Conversion

to Common

Stock

 

Unamort

Discount

 

Principal,

Net of

Discount

 

Principal

 

Unamort

Discount

 

Principal,

Net of

Discount

Shareholder

 

$

68,750

 

 

(68,750

)

 

-

 

$

-

 

$

68,750

 

 

(10,171

)

$

58,579

Shareholder

 

 

13,750

 

 

(13,750

)

 

 

 

 

-

 

 

13,750

 

 

(2,787

)

 

10,963

 

 

$

82,500

 

 

(82,500

)

 

-

 

$

-

 

$

82,500

 

 

(12,958

)

$

69,542


On February 24, 2012, the Company received $62,500 from a shareholder in exchange for a one year original issue discount convertible note with detachable warrants. The face value of the note is $68,750. The $6,250 original issue discount is recorded as debt discount and expensed as interest over the term of the note. The convertible note payable is convertible into 4,125,000 shares of the Company's Class A common stock at a conversion rate of $0.017 per share. The Company has valued the beneficial conversion feature attached to the note using the intrinsic value method at $24,606. The five-year warrants to purchase 3,750,000 shares of the Company's Class A common stock at an exercise price of $0.033 were valued at a relative fair value of $37,894 based on using the Black-Scholes pricing model assuming a dividend yield of 0%, an expected volatility of 462.61%, and a risk free interest rate of .89%. The beneficial conversion feature and the relative fair value of the warrants are recorded as an increase to additional paid in capital and a discount to the note. On February 24, 2013, this note became due and payable. On August 1, 2013 a settlement agreement was reached with the shareholder. The note was extended for six months in exchange for interest plus a 30% default penalty totaling $24,063. The note, including interest and penalty, valued at $92,813 was converted into 5,568,750 shares of Class A common stock. The conversion was based on the anti-dilution provision triggered by the recent 3:1 forward split and a $0.05 conversion rate. The net value of the note at September 30, 2013 and December 31, 2012 was $0 and $58,579, respectively.


On May 11, 2012, the Company received an additional investment of $12,500 from a shareholder in exchange for a one year original issue discount convertible note with detachable warrants. The face value of the note is $13,750. The $1,250 original issue discount is expensed as interest over the term of the note. The convertible note payable is convertible into 825,000 shares of the Company's Class A common stock at a conversion rate of $0.017 per share. The Company has valued the beneficial conversion feature attached to the note using the intrinsic value method at $1,545. The five-year warrants to purchase 825,000 shares of the Company's Class A common stock at an exercise price of $0.033 were valued at the relative fair value of $4,970 based on using the Black-Scholes pricing model assuming a dividend yield of 0%, an expected volatility of 462.61%, and a risk free interest rate of .096%. The beneficial conversion feature and the relative fair value of the warrants are recorded as an increase to additional paid in capital and a discount to the note. This note was converted in July of 2013 (See Note 14). The net value of the note at September 30, 2013 and December 31, 2012 was $0 and $10,963, respectively.