AI
Wednesday, April 26, 2017 10:35:35 AM
These note holders will pretty much double their money no matter what the stock is trading at. the bid is below .02 right now so they can convert at subpenny - 100's of millions of shares will be available for dumpage starting in May.
From the 10K:
Convertible promissory notes:
During the year ended December 31, 2016, the Corporation issued $973,611 of its convertible promissory notes for cash. The notes bear interest at the rate of 8% until they mature, or until there is an event of default; thereafter, any portion of the principal or interest which has not been settled will be subject to interest at the rate of 22% per annum.
$55,000 of the notes issued during the year ended December 31, 2016 had a maturity date of on January 5, 2017, and could be prepaid during the period from issuance to July 3, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at July 3, 2016, or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 40%.
$50,000 of the notes issued during the year ended December 31, 2016 had a maturity date of November 8, 2016, and could be prepaid during the period from issuance to July 29, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at July 29, 2016 or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 49%.
$40,000 of the notes issued during the year ended December 31, 2016 had a maturity date of February 22, 2017, and could be prepaid during the period from issuance to August 20, 2016, in part or in full, at various rates ranging from 120% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at any time, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$111,111 of the notes issued during the year ended December 31, 2016 had a maturity date of March 2, 2018. The holder had the option to convert any balance of principal and interest which was unpaid at August 29, 2016 or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest two trading prices during the twenty-five trading days immediately preceding such conversion, discounted by 40%.
$100,000 of the notes issued during the year ended December 31, 2016 had a maturity date of December 15, 2016, and could be prepaid during the period from issuance to September 11, 2016, in full, at various rates ranging from 135% to 150% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at September 11, 2016 or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$30,000 of the notes issued during the year ended December 31, 2016 had a maturity date of May 9, 2017, and could be prepaid during the period from issuance to November 5, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at November 5, 2016, or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$262,500 of the notes issued during the year ended December 31, 2016 mature on August 24, 2017, and may be prepaid during the period from issuance to February 24, 2017, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at February 24, 2017, or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as 55% of the lowest closing bid price of the common stock during the ten prior trading days including the day upon which the conversion request is executed.
$100,000 of the notes issued during the year ended December 31, 2016 mature on May 31, 2017, and may be prepaid during the period from issuance to February 27, 2017, in full, at various rates ranging from 140% to 150% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at February 27, 2017, or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$60,000 of the notes issued during the year ended December 31, 2016 mature on November 30, 2017, and may be prepaid during the period from issuance to May 28, 2017, in part or in full, at various rates ranging from 120% to 150% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at May 28, 2017, or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$165,000 of the notes issued during the year ended December 31, 2016
, and may be prepaid during the period from issuance to May 26, 2017, in full, at various rates ranging from 120% to 150% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at May 26, 2017, or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 40%.
$858,278, representing the relative fair value of the beneficial conversion feature of the notes at date of issuance, was allocated to additional paid in capital; the notes are being accreted to their face value over the term of the notes, through periodic charges to interest expense using the effective interest rate method.
$22,250 in finance fees were incurred in relation to the convertible promissory notes issued during 2016, and are being charged to interest and financing costs over the term of the notes, using the effective interest rate method.
$57,611 in original issue discounts were incurred in relation to the convertible promissory notes issued during 2016, and are being charged to interest and financing costs over the term of the notes, using the effective interest rate method.
During the year ended December 31, 2016, holders of the convertible promissory notes exercised the conversion feature of the notes, and converted $315,500 of note principal, and $13,142.32 of accrued interest on the notes, into 23,962,703 common shares of the Corporation.
Also during the year ended December 31, 2016, the Corporation exercised the prepayment option and issued aggregate cash payments of $477,335 in settlement of $316,111 in principal amount, plus accrued interest and prepayment bonus thereon of $161,224.
During the year ended December 31, 2015, the Corporation issued $449,000 of its convertible promissory notes for cash.
$53,500 of the notes issued during the year ended December 31, 2015 had a maturity date of October 12, 2015, and could be prepaid during the period from issuance to July 7, 2015, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at July 7, 2015 or thereafter, into common stock of the Company.
$53,500 of the notes issued during the year ended December 31, 2015 had a maturity date of December 4, 2015, and could be prepaid during the period from issuance to August 28, 2015, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at August 28, 2015, or thereafter, into common stock of the Company. .
4
$53,500 of the notes issued during the year ended December 31, 2015 matured on December 31, 2015 and could be prepaid during the period from issuance to September 23, 2015, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at September 23, 2015, or thereafter, into common stock of the Company.
$43,000 of the notes issued during the year ended December 31, 2015 matured on March 9, 2016, and could be prepaid during the period from issuance to November 30, 2015, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at November 30, 2015, or thereafter, into common stock of the Company.
$64,000 of the notes issued during the year ended December 31, 2015 mature on April 27, 2016, and could be prepaid during the period from issuance to January 19, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at January 19, 2016, or thereafter, into common stock of the Company.
$54,000 of the notes of the notes issued during the year ended December 31, 2015 mature on Jun 4, 2016 and could be prepaid during the period from issuance to February 28, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which was unpaid at February 28, 2016, or thereafter, into common stock of the Company.
$54,000 of the notes issued during the year ended December 31, 2015 mature on July 23, 2016 and may be prepaid during the period from issuance to April 19, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at April 19, 2016, or thereafter, into common stock of the Company.
$73,500 of the notes issued during the year ended December 31, 2015 mature on November 20, 2017 and may be prepaid during the period from issuance to April 18, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert all or any amount of the outstanding principal face amount of the note, plus accrued interest thereon, into common stock of the Company.
The rate of conversion for $375,500 of the notes issued by the Corporation during the year ended December 31, 2015 is the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 49%; the rate of conversion for $73,500 of the notes issued by the Corporation during the year ended December 31, 2015 is the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 45%.
$430,436, representing the relative fair value of the beneficial conversion feature of the notes at date of issuance, was allocated to additional paid in capital; the notes are being accreted to their face value over the term of the notes, through periodic charges to interest expense using the effective interest rate method.
$29,000 in finance fees were incurred in relation to the convertible promissory notes issued during 2015, and are being charged to interest and financing costs over the term of the notes, using the effective interest rate method.
$3,500 in original issue discounts were incurred in relation to the convertible promissory notes issued during 2015, and are being charged to interest and financing costs over the term of the notes, using the effective interest rate method.
During the year ended December 31, 2015, holders of the convertible promissory notes exercised the conversion feature of the notes, and converted $187,500 of note principal, and $7,495 of accrued interest on the notes, into 11,399,708 common shares of the Corporation.
Also during the year ended December 31, 2015, the Corporation exercised the prepayment option and issued aggregate cash payments of $358,827 in settlement of $241,000 in principal amount, plus accrued interest and prepayment bonus thereon of $117,827.
The discount to market conversion feature of the convertible promissory notes causes a theoretical possibility that the Corporation may be required to settle the notes by issuing more shares than are authorized. Furthermore, this feature causes the notes to fall within the FAS 133 definition of a derivative liability. Management has calculated that the maximum number of shares required to convert the principal plus accrued interest on the convertible notes at December 31, 2016 was 34,618,076, which represents approximately 13% of the authorized, unissued shares at that date, and has also estimated that the fair value of the notes at December 31, 2016 approximates face value, therefore no adjustment for fair value restatement has been made.
At December 31, 2016, the fair value of the stock issuable to fully convert the convertible promissory note principal was $1,019,678, which exceeds the principal amount by $432,178.
From the 10K:
Convertible promissory notes:
During the year ended December 31, 2016, the Corporation issued $973,611 of its convertible promissory notes for cash. The notes bear interest at the rate of 8% until they mature, or until there is an event of default; thereafter, any portion of the principal or interest which has not been settled will be subject to interest at the rate of 22% per annum.
$55,000 of the notes issued during the year ended December 31, 2016 had a maturity date of on January 5, 2017, and could be prepaid during the period from issuance to July 3, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at July 3, 2016, or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 40%.
$50,000 of the notes issued during the year ended December 31, 2016 had a maturity date of November 8, 2016, and could be prepaid during the period from issuance to July 29, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at July 29, 2016 or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 49%.
$40,000 of the notes issued during the year ended December 31, 2016 had a maturity date of February 22, 2017, and could be prepaid during the period from issuance to August 20, 2016, in part or in full, at various rates ranging from 120% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at any time, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$111,111 of the notes issued during the year ended December 31, 2016 had a maturity date of March 2, 2018. The holder had the option to convert any balance of principal and interest which was unpaid at August 29, 2016 or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest two trading prices during the twenty-five trading days immediately preceding such conversion, discounted by 40%.
$100,000 of the notes issued during the year ended December 31, 2016 had a maturity date of December 15, 2016, and could be prepaid during the period from issuance to September 11, 2016, in full, at various rates ranging from 135% to 150% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at September 11, 2016 or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$30,000 of the notes issued during the year ended December 31, 2016 had a maturity date of May 9, 2017, and could be prepaid during the period from issuance to November 5, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at November 5, 2016, or thereafter, into common stock of the Company. The rate of conversion for these notes was calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$262,500 of the notes issued during the year ended December 31, 2016 mature on August 24, 2017, and may be prepaid during the period from issuance to February 24, 2017, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at February 24, 2017, or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as 55% of the lowest closing bid price of the common stock during the ten prior trading days including the day upon which the conversion request is executed.
$100,000 of the notes issued during the year ended December 31, 2016 mature on May 31, 2017, and may be prepaid during the period from issuance to February 27, 2017, in full, at various rates ranging from 140% to 150% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at February 27, 2017, or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$60,000 of the notes issued during the year ended December 31, 2016 mature on November 30, 2017, and may be prepaid during the period from issuance to May 28, 2017, in part or in full, at various rates ranging from 120% to 150% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at May 28, 2017, or thereafter, into common stock of the Company. The rate of conversion for these notes is calculated as the average of the lowest three trading prices during the twenty trading days immediately preceding such conversion, discounted by 45%.
$165,000 of the notes issued during the year ended December 31, 2016
$858,278, representing the relative fair value of the beneficial conversion feature of the notes at date of issuance, was allocated to additional paid in capital; the notes are being accreted to their face value over the term of the notes, through periodic charges to interest expense using the effective interest rate method.
$22,250 in finance fees were incurred in relation to the convertible promissory notes issued during 2016, and are being charged to interest and financing costs over the term of the notes, using the effective interest rate method.
$57,611 in original issue discounts were incurred in relation to the convertible promissory notes issued during 2016, and are being charged to interest and financing costs over the term of the notes, using the effective interest rate method.
During the year ended December 31, 2016, holders of the convertible promissory notes exercised the conversion feature of the notes, and converted $315,500 of note principal, and $13,142.32 of accrued interest on the notes, into 23,962,703 common shares of the Corporation.
Also during the year ended December 31, 2016, the Corporation exercised the prepayment option and issued aggregate cash payments of $477,335 in settlement of $316,111 in principal amount, plus accrued interest and prepayment bonus thereon of $161,224.
During the year ended December 31, 2015, the Corporation issued $449,000 of its convertible promissory notes for cash.
$53,500 of the notes issued during the year ended December 31, 2015 had a maturity date of October 12, 2015, and could be prepaid during the period from issuance to July 7, 2015, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at July 7, 2015 or thereafter, into common stock of the Company.
$53,500 of the notes issued during the year ended December 31, 2015 had a maturity date of December 4, 2015, and could be prepaid during the period from issuance to August 28, 2015, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at August 28, 2015, or thereafter, into common stock of the Company. .
4
$53,500 of the notes issued during the year ended December 31, 2015 matured on December 31, 2015 and could be prepaid during the period from issuance to September 23, 2015, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at September 23, 2015, or thereafter, into common stock of the Company.
$43,000 of the notes issued during the year ended December 31, 2015 matured on March 9, 2016, and could be prepaid during the period from issuance to November 30, 2015, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which is unpaid at November 30, 2015, or thereafter, into common stock of the Company.
$64,000 of the notes issued during the year ended December 31, 2015 mature on April 27, 2016, and could be prepaid during the period from issuance to January 19, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder had the option to convert any balance of principal and interest which was unpaid at January 19, 2016, or thereafter, into common stock of the Company.
$54,000 of the notes of the notes issued during the year ended December 31, 2015 mature on Jun 4, 2016 and could be prepaid during the period from issuance to February 28, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which was unpaid at February 28, 2016, or thereafter, into common stock of the Company.
$54,000 of the notes issued during the year ended December 31, 2015 mature on July 23, 2016 and may be prepaid during the period from issuance to April 19, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert any balance of principal and interest which is unpaid at April 19, 2016, or thereafter, into common stock of the Company.
$73,500 of the notes issued during the year ended December 31, 2015 mature on November 20, 2017 and may be prepaid during the period from issuance to April 18, 2016, in full, at various rates ranging from 125% to 145% of the principal balance plus accrued interest to the date of prepayment. The holder has the option to convert all or any amount of the outstanding principal face amount of the note, plus accrued interest thereon, into common stock of the Company.
The rate of conversion for $375,500 of the notes issued by the Corporation during the year ended December 31, 2015 is the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 49%; the rate of conversion for $73,500 of the notes issued by the Corporation during the year ended December 31, 2015 is the average of the lowest three trading prices during the ten trading days immediately preceding such conversion, discounted by 45%.
$430,436, representing the relative fair value of the beneficial conversion feature of the notes at date of issuance, was allocated to additional paid in capital; the notes are being accreted to their face value over the term of the notes, through periodic charges to interest expense using the effective interest rate method.
$29,000 in finance fees were incurred in relation to the convertible promissory notes issued during 2015, and are being charged to interest and financing costs over the term of the notes, using the effective interest rate method.
$3,500 in original issue discounts were incurred in relation to the convertible promissory notes issued during 2015, and are being charged to interest and financing costs over the term of the notes, using the effective interest rate method.
During the year ended December 31, 2015, holders of the convertible promissory notes exercised the conversion feature of the notes, and converted $187,500 of note principal, and $7,495 of accrued interest on the notes, into 11,399,708 common shares of the Corporation.
Also during the year ended December 31, 2015, the Corporation exercised the prepayment option and issued aggregate cash payments of $358,827 in settlement of $241,000 in principal amount, plus accrued interest and prepayment bonus thereon of $117,827.
The discount to market conversion feature of the convertible promissory notes causes a theoretical possibility that the Corporation may be required to settle the notes by issuing more shares than are authorized. Furthermore, this feature causes the notes to fall within the FAS 133 definition of a derivative liability. Management has calculated that the maximum number of shares required to convert the principal plus accrued interest on the convertible notes at December 31, 2016 was 34,618,076, which represents approximately 13% of the authorized, unissued shares at that date, and has also estimated that the fair value of the notes at December 31, 2016 approximates face value, therefore no adjustment for fair value restatement has been made.
At December 31, 2016, the fair value of the stock issuable to fully convert the convertible promissory note principal was $1,019,678, which exceeds the principal amount by $432,178.
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