11. CONVERTIBLE DEBENTURES | 12 Months Ended |
Dec. 31, 2014 |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | |
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| | Issuance | Principal | Discount | Carrying Value | Interest Rate | Maturity Date |
a | ) | 2-Apr-13 | 5,054 | - | 5,054 | 0 | % | 2-Jan-14 |
b | ) | 3-Sep-14 | 44,444 | 22,072 | 22,372 | 12 | % | 3-Sep-15 |
c | ) | 23-Oct-14 | 58,800 | 50,098 | 8,702 | 8 | % | 21-May-15 |
c | ) | 21-May-14 | 75,000 | 72,328 | 2,672 | 8 | % | 21-May-15 |
d | ) | 7-Oct-14 | 75,000 | 73,381 | 1,619 | 8 | % | 7-Oct-15 |
e | ) | 16-Jun-14 | 4,670 | 2,299 | 2,371 | 8 | % | 18-Mar-15 |
e | ) | 14-Oct-14 | 43,000 | 41,218 | 1,782 | 8 | % | 16-Jul-15 |
e | ) | 13-Nov-14 | 43,000 | 37,699 | 5,301 | 8 | % | 7-Aug-15 |
f | ) | 16-Jun-14 | 29,222 | - | 29,222 | 12 | % | 11-Dec-14 |
g | ) | 11-Jul-14 | 80,000 | 74,612 | 5,388 | 12 | % | 10-Jul-15 |
h | ) | 21-Nov-14 | 62,500 | 40,120 | 22,380 | 12 | % | 21-Aug-15 |
h | ) | 24-Nov-14 | 40,465 | 26,896 | 13,569 | 12 | % | 24-Aug-15 |
| | | 561,155 | 440,723 | 120,432 | | | |
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a) | On April 2, 2013, the Company entered into a convertible bridge note with GCA Strategic Investment Fund Limited (“GCA”). On December 31, 2013 the Company entered in a letter agreement with GCA, in which the original maturity date of September 20, 2013 was extended to January 2, 2014. | | | | | | | |
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The unpaid principal portion and accrued interest on the convertible bridge note is convertible in whole or in part as follows: |
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| · | Conversion price per share equal to the lower of : | | | | | | |
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| (i) | 100% of the average price of the Company’s common stock for the 5 trading days preceding the conversion days | | | | | | |
| (ii) | 70% of the daily average price of the Company’s common stock for the 10 trading days preceding the conversion date. | | | | | | |
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| · | The holders must not convert more than 33 1/3% of the initial principal sum into shares of the Company’s common stock at a price below $0.08 per share during any calendar month. | | | | | | |
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GCA does not have the right to convert the convertible bridge note, to the extent that GCA and its affiliates would beneficially own in excess of 9.99% of the Company’s outstanding common stock. |
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In the event the Company elects to prepay the convertible bridge note in full or in part, the Company is required to pay principal, interest and any other amounts owing multiplied by 130%. The convertible bridge note also contains a mandatory partial prepayment requirement should the Company obtain certain future net financings in excess of $300,000, and under other conditions. |
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b) | During the year ended December 31, 2013 the Company entered into a one year promissory note with JMJ Financial. The total amount that may be borrowed is $275,000, which includes an upfront fee of 10%. No interest is applied to the principal balance for the first 90 days after cash advance. After the first 90 days, an interest charge of 12% is to be immediately applied to the principal and the 10% upfront fee. The note is secured by a General Security Agreement. | | | | | | | |
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After 180 days from the issuance date the lender may convert all or part of the unpaid principal and upfront fee into common stock at its sole discretion. All balances outstanding have a variable conversion price equal to the lesser of $0.07 or 60% of the market price. The market price is defined as the lowest two closing bid prices in the 20 days prior to the conversion date. The lender is limited to holding no more than 4.99% of the issued and outstanding common stock at the time of conversion. |
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After the expiration of 90 days following the delivery date of any consideration, the Company will have no right of prepayment. |
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c) | The Company entered into 2 convertible promissory notes (“LG Notes”) with LG Capital Funding, LLC (“LG”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 50% of the average of the lowest closing bid prices during the 15 trading days preceding the conversion. The LG Notes cannot be converted, to the extent that LG would beneficially own in excess of 4.99% of the Company’s outstanding common stock. The notes are secured by General Security Agreement. The convertible debentures may be repaid by the Company as follows: | | | | | | | |
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| · | Outstanding principal multiplied by 150% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 181 days following the issuance date through the maturity date. | | | | | | |
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| · | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 16% per annum and the LG Notes become immediately due and payable. | | | | | | |
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d) | On October 2, 2014, the Company entered into a convertible debenture agreement with Coventry Enterprises, LLC (“Coventry”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 50% of the lowest closing bid price for fifteen days preceding the conversion. The note is secured by a General Security Agreement. The convertible debenture may be repaid by the Company as follows: | | | | | | | |
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| · | Outstanding principal multiplied by 150% together with accrued interest and unpaid interest thereon; | | | | | | |
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| · | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 24% per annum and the Coventry Notes become immediately due and payable. | | | | | | |
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e) | The Company entered into several convertible promissory notes (“KBM Notes”) with KBM Worldwide Inc. (“KBM”). Any outstanding principal amount can be converted, in whole or in part, into common stock at the option of the holder at any time after 6 months from the issuance date at a conversion price per share equal to 58% of the average price of the lowest 3 day trading days during the 10 trading days preceding the conversion. The KBM Notes cannot be converted, to the extent that KBM Worldwide Inc. and its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock. The notes are secured by a General Security Agreement. The convertible debenture may be repaid by the Company as follows: | | | | | | | |
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| · | Outstanding principal multiplied by 110% together with accrued interest and unpaid interest thereon if prepaid within a period of 30 days beginning on the issuance date; | | | | | | |
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| · | Outstanding principal multiplied by 115% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 31 days following the issuance date and ending on the date that is 60 days following the issuance date; | | | | | | |
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| · | Outstanding principal multiplied by 120% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 61 days following the issuance date and ending on the date that is 90 days following the issuance date; | | | | | | |
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| · | Outstanding principal multiplied by 125% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 91 days following the issuance date and ending on the date that is 120 days following the issuance date; | | | | | | |
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| · | Outstanding principal multiplied by 135% together with accrued interest and unpaid interest thereon if prepaid during the period beginning 121 days following the issuance date and ending on the date that is 180 days following the issuance date. The Company may not prepay the KBM Note after the 180th day following the issue date. | | | | | | |
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| · | In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 22% per annum and the KBM Notes becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest. | | | | | | |
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f) | On June 16, 2014, the Company entered into a Convertible Note Purchase Agreement with JSJ Investments Inc. (“JSJ”), pursuant to which the Company sold to JSJ a $55,000 face value 12% Convertible Note with a term of six months. Interest accrues daily on the outstanding principal amount of the JSJ Note at a rate per annum equal to 12% on the basis of a 365-day year. The principal amount of the JSJ Note and interest is payable on the JSJ Maturity Date. The JSJ Note is convertible into common stock, at any time after the issue date, at JSJ’s option, at a 50% discount to the average of the three lowest trades on the previous 20 days before the date of the conversion notice or to the average of the three lowest trades on the previous 20 days before the date of execution of the JSJ Note. The note is secured by a General Security Agreement. | | | | | | | |
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g) | On July 11, 2014, and with a closing date of July 16, 2014, the Company entered into a Convertible Note Purchase Agreement with Eastmore Capital LLC (“Eastmore”), pursuant to which the Company sold to Eastmore an $80,000 face value 12% Convertible Note with a maturity date of July 10, 2015. Interest accrues daily on the outstanding principal amount of the Eastmore Note at a rate per annum equal to 12% on the basis of a 365-day year. The Eastmore Note is convertible into common stock, at any time after the issue date, at the lower of (i) the closing sale price of the common stock on the trading day immediately preceding the closing date, and (ii) 50% of the lowest sale price for the common stock during the ten (10) consecutive trading days immediately preceding the conversion date. | | | | | | | |
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Eastmore does not have the right to convert the note, to the extent that it would beneficially own in excess of 4.9% of our outstanding common stock. The Company shall have the right, exercisable on not less than five (5) trading days prior written notice to Eastmore, to prepay the outstanding balance on this note for $120,000 plus any and all accrued and unpaid interest on the unpaid principal amount. The note is secured by a General Security Agreement. | | | | | | | |
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h) | On November 21 and November 24, 2014, the Company entered into two securities purchase agreements with Carebourn Capital L.P. (“Carebourn”), pursuant to which the Company sold to Carebourn a $62,500 face value 12% Convertible Note and a $40,465 face value 12% Convertible Note with a term of nine months. Interest accrues daily on the outstanding principal amount of the Carebourn Notes at a rate per annum equal to 12% on the basis of a 365-day year. The note is convertible into common stock beginning six months after the issue date at the holder’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the notes in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by: | | | | | | | |
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The Company may not prepay the notes after the 180th day following the Issue Date. In the event of default, the amount of principal and interest not paid when due bear default interest at the rate of 22% per annum and the note becomes immediately due and payable. Should that occur the Company is liable to pay the holder 150% of the then outstanding principal and interest. Carebourn does not have the right to convert the Notes, to the extent that Carebourn and its affiliates would beneficially own in excess of 4.99% of our outstanding common stock. The notes are secured by a General Security Agreement. | | | | | | | |
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The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at December 31, 2014 the conversion features would not meet derivative classification. |
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At December 31, 2014, the convertible debentures are unsecured. During the year ended December 31, 2014, $1,437,436 of convertible debentures were settled by issuing 7,717,606 shares of common stock of the Company. |
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During the year ended December 31, 2014, $190,000 of convertible debentures were settled through payment of cash and issuance of new convertible debentures. |
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During the year ended December 31, 2014, the Company incurred $111,085 in transaction costs in connection with the issuance of the convertible debentures. |