NOTE 5. Debt and Related liabilities | As of June 30, 2016, the Company had the following debt and related liability balances: Debt and Related Liabilities Current Non Current Note Holder Issue Date Maturity Date Convertible Promissory Notes Notes - Related Party Promissory Notes Line of Credit Due to Related Parties Accrued Interest Convertible Promissory Notes Line of Credit (1) 9% Convertible promissory notes Various 9/18/16 to 3/28/17 $ 2,365,000 $ - $ - $ - $ - $ 122,368 $ - $ - (1) Firstfire Global Opportunities Fund 12/15/2015 1/16/2017 196,000 - - - - 4,869 - - (1) Lincoln Park Capital Fund, LLC 8/21/2015 12/31/2016 300,000 - - - - 13,144 - - (1) Terry King 10/29/2015 10/29/2016 50,000 - - - - 3,102 - - (1) Terry King 1/6/2016 1/6/2017 50,000 - - - - 2,202 - - (2) Mark Friedman 10/15/2015 2/12/2016 - 25,000 - - - 10,000 - - (2) Lawerence Rutstein, Chairman 10/15/2015 2/12/2016 - 25,000 - - - 10,000 - - (1) Lawerence Rutstein, Chairman 11/6/2015 5/4/2016 - 250,000 - - - 10,785 - - (3) Mark Friedman 2/18/2016 8/18/2016 - 25,000 - - - 729 - - (3) Lawerence Rutstein, Chairman 2/18/2016 8/18/2016 - 25,000 - - - 729 - - (3) $400,000 bridge note offering 2/18/2016 8/1/2016 - - 200,000 - - 6,560 - - (4) Michael Turner 11/8/2015 3/31/2016 - 250,000 - - - 9,124 - - (5) Various 11/6/2014 - 7/19/2015 3/31/2015 - 9/30/2015 - - 159,000 - - 11,325 - - (6) Crown Bridge Partners, LLC 4/8/2016 4/8/2017 50,000 - - - - 918 - - (7) Santander bank line of credit - - - 15,131 - - - 27,850 (8) Complete Business Solutions - - - 101,111 - - - - (9) Various related parties - - - - 497,513 - - - Totals 3,011,000 600,000 359,000 116,242 497,513 205,855 - 27,850 Debt discount (859,359 ) (5,275 ) (35,165 ) - - - - - Balance $ 2,151,641 $ 594,725 $ 323,835 $ 116,242 $ 497,513 $ 205,855 $ - $ 27,850 _______________ (1) See disclosure below. (2) On October 15, 2015, Mark Friedman, Director and C. Lawrence Rutstein, Chairman, each loaned the Company $25,000 and received a promissory note with identical terms, including maturity date of 120 days on February 12, 2016 and one-time interest payment of $10,000 bringing the total due under each note to $35,000. No other consideration was exchanged under the promissory notes. The notes are in default as of the date of this current report. (3) During the three months ended March 31, 2016, the Company initiated a private bridge note offering (the " Bridge Note Offering Bridge Note Bridge Note OfferingUnits (4) Promissory note with face amount of $250,000, interest of 4.5% and maturity of March 31, 2016 payable to Michael Turner, Director and President of Media Ventures Division pursuant to the purchase of New Frontiers Media, LLC on September 8, 2015. The Note is currently in default. During the three and six months ended June 30, 2016, the Company recognized $2,805 and $5,610, respectively, of interest expense with total accrued interest under this note totaling $9,124. see "NOTE 7 – BUSINESS COMBINATIONS" for additional information. (5) Represents notes acquired with the acquisition of New Frontiers Media Holdings, LLC on September 8, 2015 (the " Frontiers Notes (6) On April 8, 2016, the Company and Crown Bridge Partners, LLC (" Crown Crown Note (7) Represents a bank loan acquired with the acquisition of Columbia Funmap, Inc. on February 27, 2015. The loan was established on December 13, 2012 in the original amount of $75,000. Payments of principal and interest are due monthly at a variable interest rate currently at 4%. Payments are approximately $1,250 per month. (8) Working capital loan provided by Complete Business Solutions. The Company received $125,000 and is obligated to repay $175,000 over 180 business days at $972.22 per day. (9) Non-interest bearing advances by related parties used to cover operations and overhead costs not covered by revenues. As of June 30, 2016, includes $337,000 to Alan Beck, shareholder and consultant and $160,000 due to Michael Turner, shareholder and President of our digital media division. 9% Convertible Promissory Notes Financing of up to $2.5 million From March 2015 to September 2015, the Company entered into certain securities purchase agreements (the " Agreements Investors 9% Convertible Notes Company Warrant Securities Act Regulation D Regulation S The 9% Convertible Notes are due in 18 months and include interest at the rate of 9% per annum, due semi-annually. The 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 the Investors 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 9% Convertible Notes interest rate shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The 9% Convertible Notes are convertible into common stock, at the Investor'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 (the "Subsequent Financing"). 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. At no time may the 9% Convertible Notes be converted into shares of our common stock if such conversion would result in the Investors and its affiliates owning an aggregate of shares of our common stock in excess of 9.99% of the then outstanding shares of our common stock, provided such percentage may increase or decrease upon not less than 61 days prior written notice from the Investor. The Company Warrant has a four year term and an exercise price equal to the lesser of: (i) $0.75 or (ii) 85% of the price of the common stock (or common stock equivalents, or conversion price of debt instruments sold in such offering) sold at the Subsequent Financing. The Company Warrant includes the same ownership limitation described above in connection with the Company Note. The Company Warrant includes cashless exercise rights. During the year ended December 31, 2015, the Company raised $2,365,000 from the issuance of 9% Convertible Notes and issued 7,633,342 of Company Warrants. During the three months ended June 30, 2016 and 2015, the Company recognized $53,194 and $46,266, respectively, of interest expense. During the six months ended June 30, 2016 and 2015, the Company recognized $99,304 and $72,477, respectively, of interest expense. During the three months ended June 30, 2016 and 2015, the Company recognized $391,750 and $148,833, respectively, of debt discount accretion. During the six months ended June 30, 2016 and 2015, the Company recognized $783,500 and $159,118, respectively, of debt discount accretion. Financing with Firstfire Global Opportunities Fund LLC On December 15, 2015, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund LLC (" Firstfire Firstfire Note Firstfire Note Maturity Date · if paid by the Maturity Date, the principal sum of $176,000.00 and interest at the rate of five percent (5%); · if $0.00 of principal is paid by the Firstfire Note Maturity Date, then the principle sum of the face amount will be increased by 50% or $88,000 to the purchase price of $264,000.00 to be paid, at the discretion of Firstfire, in the form of cash or conversion into Common Stock plus interest; or · if a portion of the principal is paid plus interest in cash by the Firstfire Note Maturity Date, the face amount of the purchase price of $264,000 will be reduced by the amount that is 150% of the amount paid in cash by the Firstfire Note Maturity Date. The Firstfire Note is unsecured but is a senior obligation of the Company, with priority over all existing and future indebtedness (as defined in the Firstfire Note) of the Company, except that the Firstfire Note is treated pari passu with future indebtedness that is equal to, or exceeds, $250,000.00. Under the terms of the Firstfire Note, Firstfire has the right to convert at any time beginning on the Firstfire Note Maturity Date. The conversion price is $0.30. If, prior to the repayment or conversion of the Firstfire Note, the Company consummates a registered or unregistered primary offering of its securities for capital raising purposes, Firstfire has the right to (x) demand full repayment as determined under the terms of the note or (y) convert any outstanding principal amount and interest into Common Stock at the closing of such primary offering at a conversion price equal to the $0.30. If an event of default (as defined in the Firstfire Note) occurs, the conversion price shall equal the lower of (A) $0.30 and (B) a 10% discount to the offering price to investors in the primary offering. Under the terms of the Firstfire Note, the Company may pre-pay the outstanding principal amount of the Firstfire Note plus accrued interest upon three Trading Days prior written notice to Firstfire. If the Company exercises its right to prepay the Firstfire Note, the pre-payment amount will be equal to the sum of: (A) within 90 days of the Closing Date, 110% and (B) thereafter, 115%, multiplied by principal amount, plus accrued and default interest. As additional consideration, the Company granted Firstfire a warrant to purchase 176,000 shares of our common stock (the " Firstfire Warran The Firstfire Warrant includes the same ownership limitation described above in connection with the Firstfire Note. The Firstfire Warrant includes cashless exercise rights if a registration statement covering the resale of the Firstfire Warrant shares is not available for the resale of such Firstfire Warrant shares. On June 16, 2016 Firstfire and the Company entered into an Amendment and Waiver Agreement (the " FirstfireAmendment No. 1 Firstfire Warrant No. 2 The securities purchased by Firstfire were issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended and/or Regulation D promulgated thereunder, as the securities were issued to accredited investors, without a view to distribution, and were not issued through any general solicitation or advertisement. Because the economic characteristics and risks of the equitylinked conversion options contained in the Firstfire Note and Firstfire Amendment No. 1 are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. Additionally, due to the down-round feature contained in the Firstfire Warrant and Firstfire Warrant No. 2, they too are classified on the balance sheet as a liability with all firstfire instruments revalued each period with changes in value recorded as other income (expense). The initial fair value of the Firstfire Amendment No 1. derivative liability was $0 and determined using Monte Carlo simulation with the following inputs: quoted market price - $0.02; conversion price - $0.30, volatility - 178%; term - 0.08 years; and risk-free interest rate - 0.23%. The Firstfire Warrant No. 2liability was $6,800 and determined using Monte Carlo simulation with the following inputs: quoted market price - $0.02; conversion price - $0.30, volatility - 178%; term - 5 years; and risk-free interest rate - 1.10%, resulting in a fair value per share of $0.017 multiplied by the 400,000 shares that would be issued if the additional Firstfire Warrantswere exercised on the issuance date. During the three and six months ended June 30, 2016, the Company recognized $2,275 and $4,483, respectively of interest expense. During the three and six months ended June 30, 2016, the Company recognized $80,452 and $167,495, respectively of accretion related to the debt discounts. Derivative Liability related to the 9% Convertible Notes, Firstfire Note and Related Detachable Warrants ASC Topic No. 815 - Derivatives and Hedging provides guidance on determining what types of instruments or embedded features in an instrument issued by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. These requirements can affect the accounting for warrants and convertible preferred instruments issued by the Company. As the conversion features within the 9% Convertible Notes, Firstfire Note and related detachable warrants issued in connection with said notes do not have fixed settlement provisions because their conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future, the Company concluded that the instruments are not indexed to the Company's stock and are to be treated as derivative liabilities. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense. In determining the fair value of the derivative liabilities, the Company used a Monte Carlo simulation at June 30, 2016. A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company's 9% Convertible Notes, Firstfire Note and related warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2016 is as follows: June 30, 2016 Common stock issuable upon conversion of notes 8,974,664 Common stock issuable upon exercise of warrants 8,209,342 Stock price $ 0.0185 Volatility (Annual) 178 % Strike price $0.75, 9% Convertible Note warrants; $0.40, Firstfire Note warrants; $0.30, 9% Convertible Notes Risk-free rate 0.18% to 0.76% Maturity date 3 - 5 years warrants; 0.08 – 1.5 years notes The following table sets forth, by level within the fair value hierarchy, the Company's derivative liabilities that were accounted for at fair value on a recurring basis as of June 30, 2016: Balance at December 31, 2015 Initial valuation of derivative liabilities upon issuance of new securities during the period Increase (decrease) in fair value of derivative liabilities Fair value of derivatives upon reclass to additional paid-in capital Balance at June 30, 2016 Warrants derivative liability $ 236,594 $ - $ (236,594 ) $ - $ - Convertible note conversion derivative liability 214,728 6,800 (143,842 ) - 77,686 Total $ 451,322 $ 6,800 $ (380,436 ) $ - $ 77,686 Financing with Lincoln Park Capital Fund, LLC On August 21, 2015, the Company issued a Senior Convertible Note (the " Senior Convertible Note Lincoln Park OID The Company has the right to prepay the Senior Convertible Note, pursuant to the terms thereof, at any time, provided it pays a prepayment amount of 120% of the then outstanding balance, accrued interest and interest payable from the date of prepayment to the Maturity Date. The Senior Convertible Note provides for customary events of default such as failing to timely make payments under the Senior Convertible Note when due and the occurrence of certain fundamental defaults, as described in the Senior Convertible Note. The principal amount of the Senior Convertible Note and all accrued interest is convertible at the option of Lincoln Park into shares of our common stock at any time. The conversion price of the Senior Convertible Note is $0.30, as adjusted for stock splits, stock dividends, stock combinations or other similar transactions as provided in the Note. At no time may the Senior Convertible Note be converted into shares of our common stock if such conversion would result in Lincoln Park and its affiliates owning an aggregate of shares of our common stock in excess of 4.99% of the then outstanding shares of our common stock, provided such percentage may increase to 9.99% upon not less than 61 days prior written notice. As additional consideration for the loan, the Company granted Lincoln Park a six-year warrant to purchase 1,000,000 shares of our common stock (the "Warrant") at an exercise price of $0.50 per share. The Warrant includes the same ownership limitation described above in connection with the Convertible Note. The Warrant includes cashless exercise rights. The Senior Convertible Note and the Warrant were issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended and/or Regulation D promulgated thereunder, as the securities were issued to accredited investors, without a view to distribution, and were not issued through any general solicitation or advertisement. The company determined that the Senior Convertible Note's conversion feature is indexed to the Company's stock, which is an input to a fair value measurement of a fixed-for-fixed option on equity shares. Thus, the conversion feature of the notes meets the scope exception under FASB ASC 815-40-15-7 and treatment under ASC 470-20 – Debt with Conversion and Other Options is appropriate. As a result, the Company first allocated Senior Convertible Note principal between the Senior Convertible Note, OID 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 - $0.30 per share; estimated volatility – 150%; 5-year risk free interest rate – 1.44%; expected dividend rate - 0% and expected life - 6 years. This resulted in allocating $137,695 to the warrants and $132,305 to the Senior Convertible Note and $30,000 to the OID. Next, the intrinsic value of the beneficial conversion feature (the " BCF During the three and six months ended June 30, 2016, the Company recognized $3,856 and $5,206, respectively, of interest expense, and $54,819 and $109,638, respectively, of accretion related to the debt discount. Financing with Terry King On October 29, 2015, the Company issued a 9% Convertible Promissory Note (the " King Note Mr. King As additional consideration for the loan, the Company granted Mr. King a four-year warrant to purchase 125,000 shares of our common stock (the "King Warrant") at an exercise price of $0.75 per share. The King Warrant includes the same ownership limitation described above in connection with the King Note. The King Warrant does not include cashless exercise rights. The company determined that the King Note's conversion feature is indexed to the Company's stock, which is an input to a fair value measurement of a fixed-for-fixed option on equity shares. Thus, the conversion feature of the King Note meets the scope exception under FASB ASC 815-40-15-7 and treatment under ASC 470-20 – Debt with Conversion and Other Options is appropriate. As a result, the Company first allocated King Note principal between the King Note and the King Warrants based upon their relative fair values. The estimated fair value of the King Warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.30 per share; estimated volatility – 150%; 5-year risk free interest rate – 1.53%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $18,750 to the King Warrants and $31,250 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 $100,000. 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 12 month term of the King Note. On January 6, 2016, the Company issued a 9% Convertible Promissory Note (the " King Note 2 As additional consideration for the loan, the Company granted Mr. King a three-year warrant to purchase 166,667 shares of our common stock (the " King Warrant 2 The company determined that the King Note 2 conversion feature is indexed to the Company's stock, which is an input to a fair value measurement of a fixed-for-fixed option on equity shares. Thus, the conversion feature of the King Note 2 meets the scope exception under FASB ASC 815-40-15-7 and treatment under ASC 470-20 – Debt with Conversion and Other Options is appropriate. As a result, Tthe Company first allocated King Note 2 principal between the King Note 2 and the King Warrant 2 based upon their relative fair values. The estimated fair value of the King Warrant 2 was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $0.19 per share; estimated volatility – 158%; 3-year risk free interest rate – 1.26%; expected dividend rate - 0% and expected life - 3 years. This resulted in allocating $16,292 to the King Warrant 2 and $33,708 to the King Note 2. 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 2 and the total price to convert based on the effective conversion price. The calculated intrinsic value was negative $9,958. As this amount resulted in a total debt discount that was less than the King Note 2 proceeds, the Company did not recognize any debt discount related to a BCF. The resulting $16,292 discount is being accreted over the 12 month term of the King Note 2. The King Notes and King Warrants were issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended and/or Regulation D promulgated thereunder, as the securities were issued to accredited investors, without a view to distribution, and were not issued through any general solicitation or advertisement. During the three and six months ended June 30, 2016, the Company recognized $2,328 and $4,524, respectively, of interest expense and $16,483 and $32,699, respectively, of accretion related to the debt discount recorded for both King Notes. Financing with C. Lawrence Rutstein, Chairman On November 6, 2015, the Company issued an 8% Promissory Note (the "Rutstein Note") to C. Lawrence Rutstein, Chairman of the Board of the Company ("Mr. Rutstein ") in the amount of $250,000. The Rutstein Note was issued pursuant to the terms of a Promissory Note dated as of the same date. The Rutstein Note bears interest at the rate of 8% per annum and the principal and interest were due on May 4, 2016. The Rutstein Note is currently in default. In consideration for the financing, the Company issued Mr. Rutstein a Common Stock Purchase Warrant (the "Rutstein Financing Warrant"), dated as of November 13, 2015, for 500,000 shares of the Company's common stock, which is exercisable in whole or in part, for an exercise price equal to $0.50 per share. The Rutstein Financing Warrant terminates four years from the date of issuance. The exercise price and number of shares of the Company's common stock issuable under the Rutstein Financing Warrant are subject to adjustments for stock dividends, splits, combinations and certain other events as set forth in the Rutstein Financing Warrant. The Company allocated Rutstein Note principal between the Rutstein Note and the Rutstein Financing Warrant based upon their relative fair values. The estimated fair value of the Rutstein Financing Warrant was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.15 per share; estimated volatility – 149%; 3-year risk free interest rate – 1.20%; expected dividend rate - 0% and expected life - 4 years. This resulted in allocating $169,459 to the Rutstein Financing Warrant and $80,541 to the Rutstein Note. The resulting $169,459 discount was accreted over the six month term of the Rutstein Note. During the three and six months ended June 30, 2016, the Company recognized $5,182 and $10,262, respectively, of interest expense and $40,036 and $124,766, respectively, of accretion related to the debt discount. The Company repaid $2,500 of accrued interest during the six months ended June 30, 2016. |