Starting September 22, 2014, through July 20, 2015, the Company raised $2.29 million in a private placement of secured convertible debt at $0.25 per share of Common Stock. This debt instrument also had a ratchet whereby the conversion price of $0.25 per share could be reduced to a minimum of $0.10 per share (see Note 4). The inclusion of this ratchet requires the determination of the fair market carrying value. At issuance, the note discount and derivative liability using the Black-Scholes model was $179,200. Upon subsequent revaluations, the derivative liability value was $153,100 as at September 30, 2014. At September 11, 2015 the derivative liability value was $0 as the market price of the Common Stock had fallen below the minimum conversion price.

The Black-Scholes option-pricing model with the following assumption inputs:

On September 14, 2015, the Company entered into an Omnibus Amendment (the “Omnibus Amendment”) to the Note Purchase Agreement and the notes purchased and sold pursuant thereto, with the majority of the noteholders to fix the conversion price of all notes, such that the conversion price of all notes will be $0.05 per share (as adjusted for stock splits, stock dividends, combinations or the like affecting the Common Stock) (the “Fixed Conversion Price”) (i) automatically, in the event of a qualified financing of not less than $5 million, or (ii) voluntary, within 15 days prior to the maturity date of the note. The Omnibus Amendment also amended the form of note attached to the Note Purchase Agreement to reflect the Fixed Conversion Price. On September 14, 2015 the notes were revaluated, the derivative liability value was $630,000 and the offset was booked to other income as a loss on extinguishment of debt.

The Black-Scholes option-pricing model with the following assumption inputs:

Subsequently, on September 14, 15 and 24, 2015, the Company entered into a Note Purchase Agreement, as amended by the Omnibus Amendment for the Fixed Conversion Price, with each of six accredited investors and issued an aggregate principal amount of $710,000 of secured convertible promissory notes. From September 14, 2015 through September 24, 2015 the $710,000 “September 2015 Notes” a derivative liability value was booked of $180,600, which increased the aggregate derivative liability value to $810,600. At September 30, 2015 the Notes totaled $3.00 million and the derivative liability value was $833,000, which resulted in an loss of $22,400 being booked. The net derivative liability booked to other income resulted in gains of $162,800 and $26,100 for the fiscal years ended September 30, 2015 and 2014 respectively. For the fiscal year ended September 30, 2015 and 2014 we had derivative liabilities of $833,000 and $153,100 respectively.

The Black-Scholes option-pricing model with the following assumption inputs: