Debt Disclosure [Text Block] | 15. NOTES PAYABLE AND DERIVATIVE LIABILITIES Promissory Notes and Note Purchase Agreements On April 13, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement. Under the Agreement, our CEO Sanjay Sabnani agreed to loan the Company $ 50,000 50,000 12 April 13, 2016 On April 17, 2015, we issued a Promissory Note for $ 238,976 25,000 238,976 12 October 20, 2015 On July 16, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement for $ 50,000 50,000 12 On July 16, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement for $ 96,000 96,000 12 On July 23, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement for $ 372,000 372,000 12 The note, including interest was due 60 days from issue date. On August 18, 2015, we entered into a Note Purchase Agreement (Agreement) and related Security Agreement for $ 100,000 100,000 12 The note, including interest was due 60 days from issue date. On September 15, 2015, we issued a Promissory Note for $ 10,000 10,000 12 March 13, 2016 On September 15, 2015, we issued a Promissory Note for $ 10,000 10,000 12 March 13, 2016 On September 17, 2015, we issued a Promissory Note for $ 10,000 10,000 12 March 15, 2016 On October 14, 2015, we issued a Promissory Note for $ 50,000 50,000 12 April 11, 2016 On October 22, 2015, we issued a Promissory Note for $ 40,000 10,000 12 April 19, 2016 Embedded warrant and host contract summary as of October 31, 2015 Instrument Fair value Gains (losses) Carrying Value Amortization Costs Nov. 20, 2014 $ 18,871 $ (7,104) $ 96,426 $ 15,658 Nov. 21, 2014 $ 28,307 $ (10,655) $ 144,639 $ 23,488 Dec. 01, 2015 $ 208,024 $ (161,708) $ 1,038,400 $ 343,468 Dec. 02, 2015 $ 37,743 $ (14,207) $ 192,852 $ 31,317 In the cases of each instrument summarized in the table above and detailed in the paragraphs below we determined the embedded warrants attached to the notes meet the definition of a derivative under ASC 815 and require bifurcation and are accounted for as separate embedded derivatives. We have estimated the fair market value of the embedded derivatives of the notes as the difference between the fair market value of the notes with the conversion feature and the fair market value of the notes without the conversion feature associated with the embedded derivative, in both cases using relevant market data. In the case of the fair market value of the notes with the conversion feature, a binomial lattice model was used utilizing a discount rate based on variable conversion probability. In the case of the fair market value of the notes without the conversion feature associated with the embedded derivative, a discounted cash flow approach was used. The key valuation assumptions used consist of the price of our common stock, a risk free interest rate based on the average yield of a similarly termed Treasury Note and the historical volatility of our common stock over a period of similar length to the term of the instrument, all as of the measurement dates. The embedded derivatives were recorded on the balance sheet at their estimated fair values. Debt discounts are amortized over the life of the debt using the effective interest rate method. The fair value of the embedded derivative will be measured and recorded at fair value each subsequent reporting period and changes in fair value will be recognized in the statement of operations as a gain or loss on derivative We have recorded each of the instruments’ derivative liability balances on our balance sheet in the Derivative liabilities account; the carrying amount of each host contract has been recorded in Notes payable, net of discount; on our statement of operations we have recorded gains (losses) resulting from fair value adjustments in Change in fair value of derivative liabilities; we have recognized the amortization costs in Interest expense, net On November 20, 2014 and November 21, 2014, we entered into two Note and Warrant Purchase Agreements with two investors (“Investors”) providing for the purchase of Secured Promissory Notes (“Notes”) in the aggregate principal amount of $ 250,000 1,250,000 12 On December 2, 2014, we entered a Note and Warrant Purchase Agreement with one investor providing for the purchase of a Secured Promissory Note (“Note”) in the principal amount of $ 200,000 1,000,000 12 0.11 . Exchange Notes and Warrant Purchase Agreements On December 1, 2014, we entered into a separate exchange agreement with each holder (collectively, the “Holders”) of (i) shares of our Series B Preferred Stock (“Preferred Stock”), and (ii) warrants to purchase 10,000,000 1,100,000 5,500,000 30,000,000 12 The 0.11 Equity Purchase Agreement On January 30, 2015, we entered into an Equity Purchase Agreement (“Purchase Agreement”) and a Registration Rights Agreement (“Registration Rights Agreement “) with Aladdin Trading, LLC (“Aladdin”) pursuant to which Aladdin has agreed to provide up to $ 1,400,000 9.99 17,500,000 Embedded convertible feature and host contract summary as of October 31, 2015 Instrument Fair value Gains (losses) Carrying Value Amortization Costs Jan. 23, 2015 $ 97,800 $ (23,417) $ 170,812 $ 144,315 Feb. 16, 2015 $ 0 $ (9,369) $ 0 $ 40,848 Mar. 25, 2015 $ 0 $ (32,487) $ 0 $ 19,603 May 5, 2015 $ 21,795 $ 50,579 $ 164,161 $ 86,534 Jun. 6, 2015 $ 18,114 $ 21,205 $ 112,993 $ 52,312 Sep. 21, 2015 $ 103,573 $ 316 $ 69,464 $ 12,666 In the cases of each instrument summarized in the table above and detailed in the paragraphs below we determined the conversion feature of the notes meet the definition of a derivative under ASC 815 and require bifurcation and are accounted for as separate embedded derivatives. We have estimated the fair market value of the embedded derivatives of the Notes as the difference between the fair market value of the Notes with the conversion feature and the fair market value of the Notes without the conversion feature associated with the embedded derivative, in both cases using relevant market data. In the case of the fair market value of the Notes with the conversion feature, a binomial lattice model was used utilizing a discount rate based on variable conversion probability. In the case of the fair market value of the Notes without the conversion feature associated with the embedded derivative, a discounted cash flow approach was used. The key valuation assumptions used consist of the price of our common stock, a risk free interest rate based on the average yield of a similarly termed Treasury Note and the historical volatility of our common stock over a period of similar length to the term of the instrument, all as of the measurement dates. The embedded derivatives were recorded on the balance sheet at their estimated fair values. Debt discounts are amortized over the life of the debt using the effective interest rate method. The fair value of the embedded derivative will be measured and recorded at fair value each subsequent reporting period and changes in fair value will be recognized in the statement of operations as a gain or loss on derivative We have recorded each of the instruments’ derivative liability balances on our balance sheet in the Derivative liabilities account; the carrying amount of each host contract has been recorded in Convertible note payable; On our statement of operations we have recorded gains (losses) resulting from fair value adjustments in Change in fair value of derivative liabilities and Gain on extinguishment of debt; we have recognized the amortization costs in Interest expense, net KBM Worldwide, Inc On January 23, 2015, we entered into a similar Securities Purchase Agreement with KBM Worldwide, Inc. ("KBM") providing for the purchase of a Convertible Promissory Note ("Note") in the aggregate principal amount of $ 154,000 150,000 October 16, 2015 213,908 25 Iconic Holdings, LLC Note #1 On February 13, 2015, we entered into a Note Purchase Agreement with Iconic Holdings, LLC (“Iconic”) providing for the purchase of a Convertible Promissory Note ("Note") in the aggregate principal amount of $ 108,000 100,000 8,000 8 February 13, 2016 During the first 180 days following the date of the Note, we had the right to prepay the principal and accrued but unpaid interest due under the Note, together with any other amounts we may owe the holder under the terms of the Note, at a graduating premium ranging from 105% to 135% of face value. On August 10, 2015 we elected to prepay the Note. We fully extinguished the Note with a payment of $ 154,440 35 Note #2 On September 21, 2015, we entered into an additional Note Purchase Agreement with Iconic providing for the purchase of a second Convertible Promissory Note ("Second Note") in the aggregate principal amount of $ 162,000 150,000 12,000 8 9.99 During the first 180 days following the date of the Second Note, we have the right to prepay the principal and accrued but unpaid interest due under the Second Note, together with any other amounts we may owe the holder under the terms of the Second Note, at a graduating premium ranging from 105% to 135% of face value. JMJ Financial On March 24, 2015, we issued to JMJ Financial (the “Investor”) a convertible promissory note in the principal amount of $ 250,000 25,000 65,000 We may repay the Investor within 90 days of issuance without any interest payment. Thereafter, we may not make any payment until the Note matures, unless such payment is approved by the Investor. Interest accrues at the rate of 12% per annum with respect to any payment made after the initial 90-day period. At any time after 180 days of the Effective Date, the Investor may convert all or part of the Note into shares of our common stock at (a) the lesser of $0.08 or (b) 65% of the lowest trading price in the 25 trading days prior to the conversion On September 22, 2015 we elected to prepay the Note. We fully extinguished the Note with a payment of $ 121,333 50 Typenex Co-Investment, LLC On March 2, 2015, we entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC ("Typenex"), for the sale of a 10% convertible note in the principal amount of $ 168,000 3,000 15,000 150,000 Typenex has agreed to restrict its ability to convert the Note and receive shares of our common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes. We extinguished the Note on July 30, 2015 with a payment of $ 218,934 25 Additionally, we granted Typenex warrants (“Warrants”) to purchase shares of our common stock, $ .001 The Warrants will entitle the holder to purchase a number of shares equal to $84,000 divided by the Conversion Factor multiplied by the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding March 2, 2015, as such number may be adjusted from time to time pursuant to the terms of the Warrants. The Warrants are exercisable for five years at $0.10 per share subject to certain anti-dilution provisions set forth in the Warrants. On September 23, 2015 Typenex elected to fully exercise their Warrants and were issued 2,724,493 shares according to the terms of the agreement. All of the above Notes and Warrants were issued in transactions which we believe satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, which exemption is specified by the provisions of Section 4(2) of that act and Rule 506 of Regulation D promulgated pursuant to that act by the SEC. Vinay Holdings On May 4, 2015, we entered into a Securities Purchase Agreement with Vinay Holdings. ("Vinay") providing for the purchase of a Convertible Promissory Note ("Note") in the aggregate principal amount of $ 150,000 8 In addition on June 6, 2015, we entered into a similar Securities Purchase Agreement with Vinay Holdings. ("Vinay") providing for the purchase of a Convertible Promissory Note ("Note") in the aggregate principal amount of $ 100,000 8 October 16, 2015 On July 16, 2015 Vinay was assigned the Note formerly held by KBM Worldwide, Inc. dated January 23, 2015. The note was due and payable on October 16, 2015. Vinay has granted a waiver of default and the note is currently in good standing. The assignment was the result of our prepayment of the Note to KBM Worldwide, Inc. with funds invested by Vinay Holdings expressly for the purpose of the Note assignment. |