Notes Payable and Line of Credit | 6 Months Ended |
Jun. 30, 2014 |
Notes Payable and Line of Credit [Abstract] | ' |
Notes Payable and Line of Credit | ' |
Note 3 - Notes Payable and Line of Credit |
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Notes payable |
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During the six months ended June 30, 2014 the Company issued twenty three convertible unsecured short term notes payable to individuals totaling $1,184,191. These notes bear annual interest between 0% - 12%, mature within a period ranging from one (1) month to six (6) months from issuance and are convertible into common shares at prices ranging from $0.50 to $2.00 per common share. The Company issued a total of 307,748 shares with the notes and the relative fair value of the shares amounting to $311,245 was recognized as a debt discount and amortized over the term of the notes. The Company evaluated the embedded conversion features within the convertible debt under ASC 815 "Derivatives and Hedging" and determined that the embedded conversion feature should be classified as equity, except for those relating to four convertible notes, as further discussed below. Additionally, the instruments were evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. The Company determined the convertible notes included a beneficial conversion feature amounting to $558,615 which was also recognized as a debt discount and amortized over the term of the notes. |
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Two notes issued during the three months ended March 31, 2014 included reset provisions on the conversion price if certain events occur. Specifically, the terms of the notes provided that the conversion price of $1.00 will reset to $0.50 if the Company's securities offering falls below $1.00 per share or if the securities offering is not completed by February 28, 2014. This resulted in a derivative liability being recognized at the issuance date amounting to $525,632 with a corresponding charge to debt discount for the full amount of the notes amounting to $267,417 and the balance of $258,215 to derivative loss On February 28, 2014, the reset provisions in these notes were triggered and the conversion price reset to $0.50 per share. Consequently, the derivative liability was marked to market on such date and an additional derivative loss of $301,677 was recognized. The fair value of the derivative liability at the re-measurement date amounting to $827,309 was credited to additional paid in capital. |
Two notes issued during the three months ended June 30, 2014 included reset provisions on the conversion price if certain events occur. Specifically, the terms of the notes provided that the conversion price of $1.00 will reset to $0.50 if the Company's securities offering falls below $1.00 per share or if the securities offering is not completed by May 31, 2014. This resulted in a derivative liability being recognized at the issuance date amounting to $6,808 with a corresponding charge to debt discount. On May 30, 2014, 2014, the reset provisions in these notes were triggered and the conversion price reset to $0.50 per share. Consequently, the derivative liability was marked to market and a derivative loss of $16,251 was recognized. The fair value of the derivative liability at the re-measurement date amounting to $23,059 was credited to additional paid-in capital. |
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The derivative liabilities were valued using the Black-Scholes model using the following assumptions: |
| | At issuance date | | | At termination date |
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Market value of stock on measurement date | | $ | 0.08 - 2.25 | | | $ | 0.08 - 1.90 |
Risk-free interest rate | | | 0.01% - 0.04 % | | | | 0.05% |
Dividend yield | | | 0% | | | | 0% |
Volatility factor | | | 269% - 655 % | | | | 319% |
Term | | | 0.07 - 0.16 years | | | | 0.25 years |
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During the six months ended June 30, 2014, the Company issued 1,558,123 shares to convert $690,991 of convertible debt and accrued interest of $46,377. A loss on conversion of debt amounting to $49,926 was recognized for the six months ended June 30, 2014. |
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During the six months ended June 30, 2014 the Company recognized $1,200,016 of interest expense due to the amortization of debt discounts on all convertible and unsecured short term notes. |
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A summary of activity for notes payable during the six months ended June 30, 2014 is set forth below: |
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Balance at December 31, 2013 | | $ | 983,071 | | | | |
Proceeds from convertible notes | | | 1,184,191 | | | | |
Repayments of notes payable | | | (30,143 | ) | | | |
Conversion of convertible notes to equity | | | (690,991 | ) | | | |
Debt discount on new convertible notes and shares issued with debt | | | (1,137,277 | ) | | | |
Amortization of debt discount | | | 1,200,016 | | | | |
Balance at June 30, 2014 | | | 1,508,867 | | | | |
Less: | | | | | | | |
Convertible notes payable | | | (1,221,442 | ) | | | |
Current portion of notes payable - third parties | | | (277,131 | ) | | | |
Non-current portion of notes payable - third parties | | $ | 10,294 | | | | |
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Odom - Line of Credit |
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On June 7, 2013, the Company entered into a Revolving Line of Credit Agreement (the "Agreement") with Charles Odom, the lender, in the amount of $750,000. Pursuant to the Agreement, the lender agreed to make loans to the Company from time to time commencing on the date of the Agreement for a period of twenty four (24) months thereafter ending June 7, 2015. As of June 30, 2014, the Company has drawn $475,000 from the line of credit. As required by the Agreement, the Company also issued 118,750 shares to the lender, proportionate to amounts drawn, which was recognized as deferred financing fees of $475,000 and amortized over the term of the line of credit. For the six months ended June 30, 2014, $128,170 has been amortized to interest expense. All amounts drawn from the line of credit are subject to annual interest of 15% and will mature within a period of 12 months or within 14 days after the Company has a capital raise with proceeds of $10 million, whichever is earlier. We have been advised by the lender that, due to extenuating circumstances, it is not currently able to provide us with additional advances under the line of credit. |
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Wells Fargo - Line of Credit |
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As part of the acquisition of EQmentor, Inc. the Company obtained an operating line of credit from Wells Fargo, secured by assets of the former majority shareholder of EQmentor, Inc. The amount of the line of credit is $500,000 with a provision for over-limit drawdowns. The current over-limit drawdown at June 30, 2014 is $149,846. Interest is charged at a rate of 3.5% per annum. We have drawn down $635,005 as of June 30, 2014. |