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Convertible Debt
9 Months Ended
Aug. 31, 2011
Convertible Debt [Text Block]
10.

Convertible Debt

     
  a)

On June 15, 2010, the Company entered into a secured convertible note agreement and issued a convertible note in the sum of $75,000 with a maturity date of June 15, 2011. The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Company paid $7,500 to the Note holder from the proceeds of the sale of the note and the amount was recorded as a discount to the convertible note. The Note holder has the right from December 1, 2010 to convert any unpaid principal portion, at a conversion price per share equal to the lower of $0.003 or 70% of the average of the three lowest closing bid prices of the Company’s common stock for the 20 trading days preceding a conversion date. The Company issued 20,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation costs.

     
   

In accordance with ASC 470-20, Debt with Conversion and Other Options , the net proceeds of $67,500 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $37,779 of the net proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $29,221 as additional-paid-in capital and an equivalent discount.

     
   

The total discount immediately after the initial accounting is performed is $74,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

     
   

During the year ended November 30, 2010, the Company recorded accretion of discount of $4,420 increasing the carrying value of the loan to $4,920. During the nine months ended August 31, 2011, the Company issued 35,256,411 shares upon the conversion of the principal amount of $75,000. In accordance with ASC 470-20, the Company recognized unamortized discount of $65,522 as interest expense upon the conversion of the note. During the nine months ended August 31, 2011, the Company recorded accretion of discount of $4,558.

     
  b)

On July 27, 2010, the Company entered into a secured convertible note agreement and issued a convertible note in the sum of $75,000 with a maturity date of July 27, 2011. The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Company paid $7,500 to the Note holder from the proceeds of the sale of the note and the amount was recorded as a discount to the convertible note. The Note holder has the right from December 1, 2010 to convert any unpaid principal portion, at a conversion price per share equal to the lower of $0.003 or 70% of the average of the three lowest closing bid prices of the Company’s common stock for the 20 trading days preceding a conversion date. The Company issued 20,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation costs.

     
   

In accordance with ASC 470-20, Debt with Conversion and Other Options , the net proceeds of $67,500 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $36,901 of the net proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $30,099 as additional-paid-in capital and an equivalent discount.

     
   

The total discount immediately after the initial accounting is performed is $74,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

     
   

During the year ended November 30, 2010, the Company recorded accretion of discount of $2,501 increasing the carrying value of the loan to $3,001. During the nine months ended August 31, 2011, the Company recorded accretion of discount of $71,999 increasing the carrying value of the loan to $75,000.

 

     
  c)

On September 17, 2010, the Company entered into a secured convertible note agreement and issued a convertible note in the sum of $165,000 with a maturity date of September 17, 2011. The Company received net proceeds of $148,500 and recorded a 10% discount on this note. The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right from October 1, 2010 to convert any unpaid principal portion, at a conversion price per share equal to the lower of $0.0045 or 70% of the average of the three lowest VWAP prices of the Company’s common stock for the 20 trading days preceding a conversion date. Pursuant to the note agreement, the Company will issue 20,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation costs. As at August 31, 2011, the Company has not issued the shares.

     
   

In accordance with ASC 470-20, Debt with Conversion and Other Options , the net proceeds of $148,500 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $62,459 of the net proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $85,541 as additional-paid-in capital and an equivalent discount.

     
   

The total discount immediately after the initial accounting is performed is $164,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

     
   

During the year ended November 30, 2010, the Company recorded accretion of discount of $1,202 increasing the carrying value of the loan to $1,702. During the nine months ended August 31, 2011, the Company recorded accretion of discount of $104,589 increasing the carrying value of the loan to $106,291.

     
  d)

On October 25, 2010, the Company entered into a secured convertible note agreement and issued a convertible note in the sum of $110,000 with a maturity date of October 25, 2011. The Company received net proceeds of $99,000 and recorded a 10% discount on this note. The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal portion, at a conversion price per share equal to the lower of $0.004 or 65% of the average of the three lowest VWAP prices of the Company’s common stock for the 20 trading days preceding a conversion date. Pursuant to the note agreement, the Company will issue 15,000,000 shares (“compensation shares”) of the Company’s common stock to the Note holder as compensation costs. As at August 31, 2011, the Company has not issued the shares.

     
   

In accordance with ASC 470-20, Debt with Conversion and Other Options , the net proceeds of $99,000 were allocated based on the relative fair values of the convertible note and the compensation shares at time of issuance. The Company allocated $45,964 of the net proceeds to the compensation shares and recorded an equivalent discount. The Company then recognized the intrinsic value of the embedded beneficial conversion feature of $52,536 as additional-paid-in capital and an equivalent discount.

     
   

The total discount immediately after the initial accounting is performed is $109,500 reducing the carrying value of the convertible debt to $500. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

     
   

During the year ended November 30, 2010, the Company recorded accretion of discount of $497 increasing the carrying value of the loan to $997. During the nine months ended August 31, 2011, the Company recorded accretion of discount of $42,654 increasing the carrying value of the loan to $43,651.

     
  e)

On December 6, 2010, the Company issued a 6% convertible redeemable note in the amount of $34,852 with a maturity date of December 6, 2012. The note bears interest at 6% per annum and shall increase to 8% upon an event of default. At any time, the Company has the option to redeem this note and pay the Note holder 150% of the unpaid principal. The note is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal portion, at a conversion price per share equal to 65% of the average of the three lowest volume weighted average prices (“VWAP”) of the Company’s common stock for the 20 trading days including the day upon which a notice of conversion is received by the Company.

 

Pursuant to ASC 470-20-25, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $23,189 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible debenture to $11,663. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

On December 7, 2010, the Company issued 16,596,171 unrestricted shares of common stock upon the conversion of the note. In accordance with ASC 470-20, the Company recognized unamortized discount of $23,189 as interest expense.