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Note 8 - Convertible Notes Payable - Affiliates
12 Months Ended
Jun. 30, 2015
Convertible Debt [Abstract]  
Convertible Debt [Text Block]

8.     CONVERTIBLE NOTES PAYABLE - AFFILIATES:


Effective May 15, 2013, the Board of Directors approved agreements with Bassani and Smith, under which, Bassani and Smith agreed to continue to defer their cash compensation up to April 30, 2014 (unless the Board of Directors elects to re-commence cash payment on an earlier date) and to extend the due date of their deferred cash compensation until January 15, 2015. The Company’s obligations pursuant to these agreements were evidenced in the form of convertible promissory notes (“Convertible Notes”). During the year ended June 30, 2014, Bassani and Smith agreed to continue to defer their cash compensation up to July 1, 2014 and during September 2014, Bassani and Smith agreed to continue to defer their cash compensation up to January 1, 2015. During January 2015, Bassani and Smith agreed to continue to defer their cash compensation until April 15, 2015. During February 2015, Bassani and Smith entered into extension agreements with the Company whereby their Convertible Note balances owed as of December 31, 2014, subject to amounts already converted pursuant to their terms, were transferred to new convertible promissory notes (“2015 Convertible Notes”) and the Convertible Notes were cancelled (Note 13).


Convertible Notes


The Convertible Notes accrued interest at 8% per annum and were due and payable (as extended) on April 15, 2015. The Convertible Notes (including accrued interest) of $854,316 and $1,188,165 at December 31, 2014 owed to Smith and Bassani, respectively, plus all future deferred compensation or other sums subsequently added to the principal of the Convertible Notes, were convertible, at the sole election of Smith and Bassani, into Units consisting of one share of the Company’s common stock and one warrant to purchase a share of the Company’s common stock, at a price of $0.45 per Unit until January 15, 2015. The warrant contained in the Unit were to be exercisable at $2.50 per share until December 31, 2018. The original conversion price of $1.25 per Unit approximated the fair value of the Units at the date of the agreements; therefore no beneficial conversion feature exists. Pursuant to the deferral agreements, the conversion price of the Convertible Notes plus accrued interest was the lower of the $1.25 per Unit price or the lowest price at which the Company sells its common stock on or before January 15, 2015. As of December 31, 2014, the lowest price at which the Company had sold its common stock during the relevant period was $0.45 per share. Management evaluated the terms and conditions of the embedded conversion features based on the guidance of ASC 815-15 “Embedded Derivatives” to determine if there was an embedded derivative requiring bifurcation. An embedded derivative instrument (such as a conversion option embedded in the deferred compensation) must be bifurcated from its host instruments and accounted for separately as a derivative instrument only if the “risks and rewards” of the embedded derivative instrument are not “clearly and closely related” to the risks and rewards of the host instrument in which it is embedded. Management concluded that the embedded conversion feature of the deferred compensation was not required to be bifurcated because the conversion feature is clearly and closely related to the host instrument, and because of the Company’s limited trading volume that indicates the feature is not readily convertible to cash in accordance with ASC 815-10, “Derivatives and Hedging”. As of December 31, 2014, the Company owed Smith, $854,316 under the terms of his Convertible Note. The Convertible Note was comprised of deferred compensation of $755,468 and accrued interest of $98,848. During January 2015, Smith added previously recorded expenses of $18,582 to his Convertible Note and subsequently converted a total of $106,099 of his Convertible Note into 235,775 Units at $0.45 per unit. Smith also converted $6,280 to purchase 12,561 units of the Company’s unit offering (Note 9). During the year ended June 30, 2014, Bassani elected to convert $110,000 of his Convertible Note, at a conversion price of $0.84, into 130,953 Units consisting of 130,953 shares of the Company’s common stock which were issued during the year ended June 30, 2015 and 130,953 warrants (which were issued during the year ended June 30, 2014). As of December 31, 2014, the Company owed Bassani, $1,188,165, comprised of deferred compensation of $1,034,000 and accrued interest of $154,165, under the terms of his Convertible Note.


During February 2015, the Company entered into new 2015 Convertible Notes with effective dates of January 1, 2015, which extended the maturity date of the new notes to December 31, 2017 and revised the terms (see below).


2015 Convertible Notes


The 2015 Convertible Notes accrue interest at 4% per annum and are due and payable on December 31, 2017. The 2015 Convertible Notes (including accrued interest, plus all future deferred compensation or other sums subsequently added to the principal of the 2015 Convertible Notes), are convertible, at the sole election of the noteholder, into Units consisting of one share of the Company’s common stock and one quarter warrant to purchase a share of the Company’s common stock, at a price of $0.50 per Unit until December 31, 2020. The warrant contained in the Unit shall be exercisable at $1.00 per share until December 31, 2020. The original conversion price of $0.50 per Unit approximated the fair value of the Units at the date of the agreements; therefore no beneficial conversion feature exists. Management evaluated the terms and conditions of the embedded conversion features based on the guidance of ASC 815-15 “Embedded Derivatives” to determine if there was an embedded derivative requiring bifurcation. An embedded derivative instrument (such as a conversion option embedded in the deferred compensation) must be bifurcated from its host instruments and accounted for separately as a derivative instrument only if the “risks and rewards” of the embedded derivative instrument are not “clearly and closely related” to the risks and rewards of the host instrument in which it is embedded. Management concluded that the embedded conversion feature of the deferred compensation was not required to be bifurcated because the conversion feature is clearly and closely related to the host instrument, and because of the Company’s limited trading volume that indicates the feature is not readily convertible to cash in accordance with ASC 815-10, “Derivatives and Hedging”.


As of June 30, 2015, Bassani’ s 2015 Convertible Note balance is $1,493,436, which includes the transferred balances of his Convertible Note of $1,188,166, deferred compensation of $239,250 and accrued interest from Loans payable – affiliates of $37,130, plus accrued interest of $28,890 for the year ended June 30, 2015.


As of June 30, 2015, Smith’s 2015 Convertible Note balance is $775,520, which includes the transferred balance of his Convertible Note effective January 1, 2015, adjusted for conversions, of $760,518, plus accrued interest of $15,002 for the year ended June 30, 2015.


During February 2015, the Company also entered an extension agreement with Schafer, effective January 1, 2015, whereby he was issued a 2015 Convertible Note. The original principal of Schafer’s 2015 Convertible Note is $378,290, comprised of $243,750 previously owed deferred compensation, $14,540 of interest on the deferred compensation and $120,000 of retroactive compensation for calendar year 2014. As of June 30, 2015, the total of Schafer’s 2015 Convertible Note including accrued interest of $7,462, is $385,752.