DEBT | Convertible Debentures The following table sets forth the components of the Companys convertible debentures at September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 7% Convertible debentures $ 200,000 $ 200,000 9% Convertible debentures 3,610,000 3,210,000 Loan discounts (410,334 ) Total convertible debentures, net 3,810,000 2,999,666 Less: Current portion of convertible debentures, net 3,810,000 50,000 Noncurrent portion of convertible debentures net $ $ 2,949,666 During the year ended December 31, 2014, the Company privately placed a series of unsecured, convertible debentures with accredited investors for gross proceeds of $900,000 (of which $300,000 was raised during the predecessor period of January 1 through April 25, 2014). The debentures carry interest rates ranging between 7% and 9% per annum, payable semiannually in cash, for a three-year terms with fixed conversion prices ranging from $5.00 to $7.00 per share if converted within the first year of issuance or fixed conversion prices ranging from $6.00 to $9.00 if converted during the second or third year following issuance. On October 15, 2014, the Company converted, upon receiving formal notice from a noteholder, $50,000 in note principal, plus accrued interest, into 10,450 shares of restricted common stock. On October 31, 2014, the Company issued an unsecured, convertible debenture for $610,000 to an accredited investor. The debenture carries an interest rate of 9% per annum for a seventeen-month term with a fixed conversion price of $5.50 per share. The principal and interest are payable in twelve equal installments commencing April 30, 2015. The investor received 15,000 shares of the Companys common stock valued at $95,100 as consideration for entering into the debenture agreement. On January 12, 2015, the Company issued an unsecured, convertible debenture for $400,000 to an accredited investor. The cost of this issuance was $28,000. The debenture carries an interest rate of 9% per annum, payable semiannually in cash, for an eighteen-month term with a fixed conversion price of $5.50 per share. The investor received 5,000 shares of the Companys common stock valued at $32,150 as consideration for entering into the debenture agreement. All of the convertible debentures were analyzed at the time of their issuance for beneficial conversion features. In some instances, the Company concluded that a beneficial conversion feature existed. The beneficial conversion features were measured using the commitment-date stock price and aggregated $624,140. This amount was recorded as a debt discount and is being amortized as interest expense over the terms of the related convertible debentures. The debt discount associated with these beneficial conversion features amounted to nil and $410,334 as of September 30, 2015 and December 31, 2014, respectively. The related amortization expense totaled $1,061 and $97,625, respectively, for the three and nine-month periods ended September 30, 2015, as compared to $26,758 and $44,596, respectively, for the three and nine-month periods ended September 30, 2014. In addition, the Company analyzed its convertible debentures for derivative accounting consideration and determined that derivative accounting was not applicable. On April 30, 2015, the Company was required to pay $50,833 in principal, along with accrued interest of approximately $28,000, per the terms of a convertible note. The Company failed to make this payment. On May 13, 2015, the Company received a letter from the noteholders counsel alleging certain breaches and declaring the note to be in default. The interest rate on the convertible note increased from 9.0% to 22.0% per annum as a result of the default. The noteholder has made a demand for payment and is seeking to enforce all of its contractual, legal and equitable rights under the convertible note and related agreements. The original principal balance outstanding on the convertible note is $610,000 and is presented as a current liability on the Companys Consolidated Balance Sheets. The note is unsecured. On July 12, 2015, the Company was required to pay $18,000 in interest per the terms of a $400,000 convertible note dated January 12, 2015. The Company failed to make this payment. On July 27, 2015, the Company received a notice of default. The interest rate on the convertible note increased from 9.0% to 15.0% per annum as a result of the default and the noteholder is entitled to $20,000 in legal fees. The noteholder advised the Company that it reserves any and all rights and remedies to protect its interests under the terms of the convertible note. The Company is in default for failure to pay interest on fourteen additional convertible notes during the current year period with an aggregate principal balance of $2,800,000. The interest rate on these notes ranges between 7% and 9% per annum, and does not increase in the event of a default. The principal amounts on these unsecured notes are presented as current liabilities on the Companys Consolidated Balance Sheets. As a result of the defaults noted above, the Company accelerated the amortization of all deferred financing costs and beneficial conversion features associated with these convertible notes. These charges totaled $519,557 and were recorded to interest expense in the Companys Consolidated Statements of Operations. At September 30, 2015, the underlying shares of the Companys common stock related to these convertible debentures totaled 614,193 shares. Senior, Secured Promissory Notes The following table sets forth the components of the Companys promissory notes at September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Promissory notes $ 300,000 $ 2,000,000 Loan discounts (11,997 ) Total promissory notes, net 300,000 1,988,003 Less: Current portion of convertible debentures, net 300,000 1,988,003 Noncurrent portion of convertible debentures net $ $ On April 25, 2014, the Company issued a series of promissory notes aggregating in $1,000,000 principal to the former stockholders of ALD in connection with its acquisition. The promissory notes carry an interest rate of 5% per annum, payable at maturity, for a one year term and are secured by the assets of ALD. In determining the fair value of the promissory notes issued, the Company considered, among other factors, the market yields on debt securities depending on the time horizon and level of perceived risk of the specific investment. The Company arrived at an estimated market rate of 9% and calculated the present value of the $1,000,000 promissory note and its related interest to be $965,019. As a result, the Company recorded a discount against the promissory notes of $34,981. The discount is being amortized using the effective interest method over the life of the notes. For the nine-month period ended September 30, 2015, the Company recorded $11,997 in interest expense related to the note discount. No discount balance remained unamortized at September 30, 2015. On April 24, 2015, the Company was informed by the counsel of the former ALD stockholders that the failure to pay all of the principal and accrued interest on the outstanding promissory notes would result in the declaration of default, and that absent full payment of the notes by the maturity date, the former stockholders would commence collection proceedings and seek to enforce all of their contractual, legal and equitable rights under the note and related agreements. These notes were not repaid at their maturity date. On July 21, 2015, the Company entered into an amendment with the noteholders, whereby they agreed to discontinue their collection and collateral foreclosure efforts against ForceField and to restructure the maturity dates of the obligation in return for the following payments: ● A payment of $650,000 by the Company against the past due loan balance of $1,062,688. ● A payment of $50,000 by the Company for legal fees incurred by the noteholders. Going forward, the Company agreed to pay monthly installments of $25,000 against the remaining principal and interest balance of $412,688 due to the noteholders. The outstanding obligation will accrue interest at 5% per annum. The noteholders, among other terms, retained a security interest in all of the assets of ALD until the remaining obligation is fully satisfied. As of September 30, 2015, the remaining principal and interest balance totaled $370,833. On October 13, 2014, the Company received $1,000,000 in loan proceeds from an accredited investor pursuant to the terms of a secured promissory note. The promissory note was due and payable in full by the Company on December 5, 2014. As consideration for loaning these proceeds to the Company, the investor was entitled to receive a $40,000 interest payment along with the principal at maturity. This loan was secured by 1,000,000 shares of the Companys common stock owned by its former executive chairman. On December 26, 2014, the Company repaid all principal and accrued interest amounts associated with this promissory note. On December 21, 2014, the Company received $1,000,000 in loan proceeds from an accredited investor pursuant to the terms of a secured promissory note. The promissory note was due and payable in full by the Company on March 5, 2015 and was secured by 1,000,000 shares of the Companys common stock owned by its former executive chairman, Richard St Julien. As consideration for loaning these proceeds to the Company, the investor was entitled to receive a $50,000 interest payment along with the principal at maturity. On March 5, 2015, the Company paid $50,000 to satisfy the accrued interest due on the promissory note. On March 31, 2015, the Company issued 181,818 shares of its common stock along with an equal number of common stock purchase warrants in lieu of cash to satisfy the $1,000,000 principal payment owed to the noteholder. The fair value of the common stock was $1,363,635. The stock purchase warrants have been accounted for as equity in accordance with ASC 480. Using the Black-Scholes model, the Company calculated a relative fair value of $369,779 for these stock purchase warrants. The difference between the fair value of the equity and the settled liability totaled $733,414 and was recorded as a loss on settlement of debt. Loans Payable On September 5, 2014, the Company received $130,000 from a third party in the form of a demand loan bearing interest at a rate of 9% per annum. The entire principal amount, plus accrued interest totaling $12,188, was outstanding at September 30, 2015. |