NOTE 5. SEPTEMER
2012 SECURED PROMISSORY NOTES
On September 12, 2012, the Company
issued a promissory note amounting to $250,000. As amended, the note is due on demand, bears an interest of 12% per
annum and is secured by the Companys assets. The note also includes a 5 year, fully vested warrant to purchase
943,398 shares of common stock at $1.25/share, as amended, which is subject to certain reset provisions. Total proceeds received
amounted to $228,000, net of legal fees of $22,000.
The Company has determined that
the anti-dilution reset provision of the warrants is subject to derivative liability treatment and is required to be accounted
for at its fair value. Upon issuance, the Company determined the fair value of the warrants was $515,269 and recorded
such cost as a private placement costs in the statement of operations since the accompanying promissory note was due on demand. See
Note 7 for discussion on derivative liability.
As of September 30, 2012, the entire
$250,000 remains outstanding and $1,500 in accrued interest which is recorded as part of Accrued Expenses in the accompanying condensed
As of the date of this Quarterly
Report, the Company does not have sufficient funds to repay the Notes if demand for payment is made. As a result, unless
the Company either obtains new funding to pay the loan upon demand or negotiate with the holder to exchange the note to shares
of the Companys common stock, the Company will be in default on its payment obligations under the Note.