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4. Convertible Note Payables
3 Months Ended
Sep. 30, 2012
Notes to Financial Statements  
4. Convertible Note Payables

Between August 17, 2012 and September 27, 2012, our Company issued a total of $240,000 in convertible promissory notes to seven accredited investors, one of which was a member of our Board of Directors.  The convertible promissory notes must be repaid by our Company within 9 months from the date of issuance; accrue interest at the rate of 14%; and are subject to conversion at the election of the investors at such time as our Company has raised a minimum of $500,000 in a subsequent equity financing. The conversion price will be the lower of 80% of the per share purchase price paid for by the new investors in the subsequent financing, or $0.50 per share.  Unless these promissory notes are converted or repaid earlier, our Company must pay the noteholders the amount of the then accrued interest on the three, six, and nine month anniversaries of the issue date.

 

In connection with the issuance of the promissory notes, the investors in the aggregate received two-year warrants to purchase up to a total of 36,000 shares of common stock at $0.50 per share, and two-year warrants to purchase up to a total of 60,000 shares of common stock at $0.01 per share.  For purposes of accounting for the detachable warrants issued in connection with the convertible notes, the fair value of the warrants was estimated using the Black-Scholes-Merton option pricing formula.  The value of all warrants granted at the date of issuance totaled $36,006 and was recorded as a discount to the notes payable. The amount will be amortized over the nine month term of the respective convertible note as additional interest expense.