NOTE 4. Promissory Notes | As of June 30, 2015, the Company had the following notes payable: Principal Accrued Interest Total Convertible promissory notes $ 1,575,000 $ 72,477 $ 1,647,477 Debt discount (1,415,882 ) - (1,415,882 ) $ 159,118 $ 72,477 $ 231,595 As of December 31, 2014, MMP, LLC (Accounting Acquirer) had the following notes payable: Principle Accrued Interest Total Loan payable - related party $ 116,175 $ - $ 116,175 Due to related parties 195,575 - 195,575 Total $ 311,750 $ - $ 311,750 During the period August, 2012 to June 2013 advances were made to MMP LLC from a related party which were used to cover the short fall of ongoing production and overhead expenses not covered by advertising revenue. The balance of these advances is included under "Loan payable related party" on the balance sheet and includes $116,175 as of June 30, 2015 and December 31, 2014, respectively. The loan is non-interest bearing. "Due to related parties" on the face of the balance sheet was $169,200 and $195,575 as of June 30, 2015 and December 31, 2014, respectively. These balances represent non-interest bearing advances used to cover operations and overhead costs not covered by advertising revenues. As of December 31, 2014, and prior to the Merger, the Company had the following notes payable: Principle Accrued Interest Total Convertible promissory notes $ 182,511 $ 64,181 $ 246,692 Non convertible promissory notes 364,727 76,719 441,446 Total $ 547,238 $ 140,900 $ 688,138 As a result of the Merger, the Company issued 4,000,000 shares of Series B Preferred stock in exchange for all the debt of the Company outstanding as of December 31, 2014 totaling $692,886 on January 31, 2015. During the six months ended June 30, 2015, the Company issued the following convertible promissory notes and warrants: 9% Convertible Promissory Note issued March 18, 2015 - $250,000 On March 18, 2015, the Company entered into a Securities Purchase Agreement with David Nagelberg ("Nagelberg"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $250,000 (the "Nagelberg Note") and 833,335 stock purchase warrants allowing Nagelberg to purchase up to 833,335 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Nagelberg Note is due in 18 months on September 18, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Nagelberg in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Nagelberg Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Nagelberg Note is convertible into common stock, at Nagelberg's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Nagelberg Note principal between the Nagelberg Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.50 per share; estimated volatility 147%; 5-year risk free interest rate 1.41%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $197,479 to the warrants and $52,521 to the Nagelberg Note. Next, the intrinsic value of the beneficial conversion feature (the "BCF") was computed as the difference between the fair value of the common stock issuable upon conversion of the Nagelberg Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $1,197,479. As this amount resulted in a total debt discount that exceeds the Nagelberg Note proceeds, the amount recorded for the BCF was limited to principal amount of the Nagelberg Note. The resulting $250,000 discount is being accreted over the 18 month term of the Nagelberg Note. 9% Convertible Promissory Note issued March 20, 2015 - $50,000 On March 20, 2015, the Company entered into a Securities Purchase Agreement with Jack Zwick ("Zwick"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $50,000 (the "Zwick Note") and 166,667 stock purchase warrants allowing Zwick to purchase up to 166,667 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Zwick Note is due in 18 months on September 20, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Zwick in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Zwick Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Zwick Note is convertible into common stock, at Zwick's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Zwick Note principal between the Zwick Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.50 per share; estimated volatility 147%; 5-year risk free interest rate 1.42%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $40,948 to the warrants and $9,052 to the Zwick Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Zwick Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $240,948. As this amount resulted in a total debt discount that exceeds the Zwick Note proceeds, the amount recorded for the BCF was limited to principal amount of the Zwick Note. The resulting $50,000 discount is being accreted over the 18 month term of the Zwick Note. 9% Convertible Promissory Note issued March 20, 2015 - $100,000 On March 20, 2015, the Company entered into a Securities Purchase Agreement with Lincoln Park Capital Fund ("Lincoln"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $100,000 (the "Lincoln Note") and 333,332 stock purchase warrants allowing Lincoln to purchase up to 333,332 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Lincoln Note is due in 18 months on September 20, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Lincoln in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Lincoln Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Lincoln Note is convertible into common stock, at Lincoln's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Lincoln Note principal between the Lincoln Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.50 per share; estimated volatility 147%; 5-year risk free interest rate 1.42%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $81,895 to the warrants and $18,105 to the Lincoln Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Lincoln Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $481,895. As this amount resulted in a total debt discount that exceeds the Lincoln Note proceeds, the amount recorded for the BCF was limited to principal amount of the Lincoln Note. The resulting $100,000 discount is being accreted over the 18 month term of the Lincoln Note. 9% Convertible Promissory Note issued March 20, 2015 - $150,000 On March 23, 2015, the Company entered into a Securities Purchase Agreement with Brio Capital Master Fund, LTD ("Brio"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $150,000 (the "Brio Note") and 500,000 stock purchase warrants allowing Brio to purchase up to 500,000 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Brio Note is due in 18 months on September 23, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Brio in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Brio Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Brio Note is convertible into common stock, at Brio's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Brio Note principal between the Brio Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.26 per share; estimated volatility 147%; 5-year risk free interest rate 1.41%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $118,487 to the warrants and $31,513 to the Brio Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Brio Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $598,487. As this amount resulted in a total debt discount that exceeds the Brio Note proceeds, the amount recorded for the BCF was limited to principal amount of the Brio Note. The resulting $150,000 discount is being accreted over the 18 month term of the Brio Note. 9% Convertible Promissory Note issued April 20, 2015 - $50,000 On April 20, 2015, the Company entered into a Securities Purchase Agreement with Terry King ("King"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $50,000 (the "King Note") and 166,667 stock purchase warrants allowing King to purchase up to 166,667 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The King Note is due in 18 months on October 20, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of King in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the King Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The King Note is convertible into common stock, at King's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated King Note principal between the King Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.98 per share; estimated volatility 151%; 5-year risk free interest rate 1.33%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $37,190 to the warrants and $12,810 to the King Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the King Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $150,524. As this amount resulted in a total debt discount that exceeds the King Note proceeds, the amount recorded for the BCF was limited to principal amount of the King Note. The resulting $50,000 discount is being accreted over the 18 month term of the King Note. 9% Convertible Promissory Note issued April 22, 2015 - $100,000 On April 22, 2015, the Company entered into a Securities Purchase Agreement with Melvyn I. Weiss ("Weiss"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $100,000 (the "Weiss Note") and 333,332 stock purchase warrants allowing Weiss to purchase up to 333,332 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Weiss Note is due in 18 months on October 22, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Weiss in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Weiss Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Weiss Note is convertible into common stock, at Weiss's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Weiss Note principal between the Weiss Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.98 per share; estimated volatility 151%; 5-year risk free interest rate 1.41%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $37,190 to the warrants and $12,810 to the Weiss Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Weiss Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $150,524. As this amount resulted in a total debt discount that exceeds the Weiss Note proceeds, the amount recorded for the BCF was limited to principal amount of the Weiss Note. The resulting $100,000 discount is being accreted over the 18 month term of the Weiss Note. 9% Convertible Promissory Note issued May 7, 2015 - $25,000 On May 7, 2015, the Company entered into a Securities Purchase Agreement with Oak Grove Asset Management ("Oak Grove"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $25,000 (the "Oak Grove Note") and 83,333 stock purchase warrants allowing Oak Grove to purchase up to 83,333 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Oak Grove Note is due in 18 months on November 7, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Oak Grove in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Oak Grove Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Oak Grove Note is convertible into common stock, at Oak Grove's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Oak Grove Note principal between the Oak Grove Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.94 per share; estimated volatility 149%; 5-year risk free interest rate 1.55%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $18,357 to the warrants and $6,643 to the Oak Grove Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Oak Grove Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $71,682. As this amount resulted in a total debt discount that exceeds the Oak Grove Note proceeds, the amount recorded for the BCF was limited to principal amount of the Oak Grove Note. The resulting $25,000 discount is being accreted over the 18 month term of the Oak Grove Note. 9% Convertible Promissory Note issued May 18, 2015 - $50,000 On May 18, 2015, the Company entered into a Securities Purchase Agreement with Arthur Luxenberg ("Luxenberg"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $50,000 (the "Luxenberg Note") and 166,667 stock purchase warrants allowing Maidenbaum to purchase up to 166,667 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Luxenberg Note is due in 18 months on November 18, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Luxenberg in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Luxenberg Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Luxenberg Note is convertible into common stock, at Luxenberg's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Luxenberg Note principal between the Maidenbaum Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.90 per share; estimated volatility 148%; 5-year risk free interest rate 1.56%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $36,239 to the warrants and $13,761 to the Luxenberg Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Luxenberg Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $136,239. As this amount resulted in a total debt discount that exceeds the Luxenberg Note proceeds, the amount recorded for the BCF was limited to principal amount of the Luxenberg Note. The resulting $50,000 discount is being accreted over the 18 month term of the Luxenberg Note. 9% Convertible Promissory Note issued May 18, 2015 - $50,000 On May 18, 2015, the Company entered into a Securities Purchase Agreement with Shalom Maidenbaum ("Maidenbaum"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $50,000 (the "Maidenbaum Note") and 166,667 stock purchase warrants allowing Maidenbaum to purchase up to 166,667 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Maidenbaum Note is due in 18 months on November 18, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Maidenbaum in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Maidenbaum Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Maidenbaum Note is convertible into common stock, at Maidenbaum's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Maidenbaum Note principal between the Maidenbaum Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.90 per share; estimated volatility 148%; 5-year risk free interest rate 1.56%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $36,239 to the warrants and $13,761 to the Maidenbaum Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Maidenbaum Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $136,239. As this amount resulted in a total debt discount that exceeds the Maidenbaum Note proceeds, the amount recorded for the BCF was limited to principal amount of the Maidenbaum Note. The resulting $50,000 discount is being accreted over the 18 month term of the Maidenbaum Note. 9% Convertible Promissory Note issued May 20, 2015 - $25,000 On May 20, 2015, the Company entered into a Securities Purchase Agreement with Harry Newton ("Newton"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $25,000 (the "Newton Note") and 83,335 stock purchase warrants allowing Newton to purchase up to 83,335 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Newton Note is due in 18 months on November 18, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Newton in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Newton Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Newton Note is convertible into common stock, at Newton's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Newton Note principal between the Newton Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.90 per share; estimated volatility 148%; 5-year risk free interest rate 1.53%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $18,119 to the warrants and $6,881 to the Newton Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Newton Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $68,119. As this amount resulted in a total debt discount that exceeds the Newton Note proceeds, the amount recorded for the BCF was limited to principal amount of the Newton Note. The resulting $25,000 discount is being accreted over the 18 month term of the Newton Note. 9% Convertible Promissory Note issued May 29, 2015 - $100,000 On May 29, 2015, the Company entered into a Securities Purchase Agreement with Lincoln Park Capital Fund ("Lincoln"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $100,000 (the "Lincoln Note") and 333,332 stock purchase warrants allowing Lincoln to purchase up to 333,332 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Lincoln Note is due in 18 months on November 29, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of Lincoln in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default the Lincoln Note shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The Lincoln Note is convertible into common stock, at Lincoln's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000. Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default. The Company first allocated Lincoln Note principal between the Lincoln Note and the warrants based upon their relative fair values. The estimated fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.85 per share; estimated volatility 147%; 5-year risk free interest rate 1.49%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $71,154 to the warrants and $28,846 to the Lincoln Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the Lincoln Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $254,487. As this amount resulted in a total debt discount that exceeds the Lincoln Note proceeds, the amount recorded for the BCF was limited to principal amount of the Lincoln Note. The resulting $100,000 discount is being accreted over the 18 month term of the Lincoln Note. 9% Convertible Promissory Note issued May 29, 2015 - $50,000 On May 29, 2015, the Company entered into a Securities Purchase Agreement with Jerry Novack ("Novack"), for the sale of an unsecured, 9% convertible promissory note in the principle amount of $50,000 (the "Novack Note") and 166,667 stock purchase warrants allowing Novack to purchase up to 166,667 shares of the Company's common stock at an exercise price of $0.75 or 85% of the exercise price of the warrants issued at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 for a period of four (4) years, subject to adjustment as provided therein. The Novack Note is due in 18 months on November 29, 2016 and includes interest at the rate of 9% per annum, due semi-annually. The first / initial interest payment is due in advance in cash or common stock |