NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
NOTES PAYABLE | ' |
On June 29, 2012, the Company issued a $488,489 Convertible Promissory Note and Security Interest in favor of a trade creditor representing the past due invoices of the creditor for professional fees. During the year ended December 31, 2013, the creditor advanced a total of $8,006 for payment of the Company’s operating expenses whereby increasing the principal balance of the note to $491,465. On November 5, 2013, the Company executed the Second Amendment to the Convertible Promissory Note. In this amendment the creditor has agreed to waive the default in the payment of monthly installments and to waive all accrued default interest. The Note is now due in full on or before May 31, 2014. The conversion price of the Note has been amended to $0.075 per share. Additionally, certain accounts payable and accrued expenses of $278,962 due to the creditor for services provided subsequent to the issuance of the original obligation were added to the Note, making the current balance of the Note $812,249. As a result of retiring the old debt and including it in the new note the expensing of the remaining debt discount of $270,502 was accelerated which resulted in a loss on extinguishment of debt of $183,877. Interest relating to the amortization of the debt discount for the year ended December 31, 2013 amounted to $69,772 and $0 remained as the debt discount at December 31, 2013. As of June 30, 2014 there is principle and interest due of $812,249 and $63,556 on the new note, respectively. |
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On June 12, 2013, the Company executed a promissory note for $10,000. The loan has no stated interest rate and was due August 12, 2013. The note does not bear interest but did include a loan fee of $5,000. During the quarter ended June 30, 2014, $3,000 was repaid on the loan and the loan was extended with no specific terms of repayment. |
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On August 12, 2013, in connection with the merger, the Company issued $51,440 of new notes. The notes are secured, bear interest at 8% and mature in five years. As of June 30, 2014 there is $3,630 of accrued interest on these notes. |
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On September 23, 2013, we entered into a $400,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). The face amount of the Note includes an original issue discount of $40,000. The initial advance to be made under the Note by JMJ is $50,000. JMJ may, after making this initial advance, lend us additional sums under the terms of the Note in such amounts and at such dates as it chooses. Individual loans mature one year from the effective date of each payment. If repaid within ninety (90) days from the date of issue, the loan will not bear interest. Upon ninety (90) days after the date of issue, a one-time interest charge of twelve percent (12%) of the principal amount will be applied. JMJ may convert all or part of the Note, at its discretion, into shares of our common stock. The conversion price is sixty percent (60%) of the lowest trading price for our common stock in the twenty-five trading days immediately preceding the conversion date. For the initial advance the Company recorded a debt discount in the amount of $55,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $129,184 based on the Black Scholes Merton pricing model. During the six months ended June 30, 2014, $53,600 of the note was converted into common stock. As of June 30, 2014; $52,211 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $3,636 resulting in a gain on the change in fair value of the derivative. As of June 30, 2014 $1,400 is due on this note and total accrued interest and fees is $7,222. |
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On November 1, 2013, the Company executed a convertible promissory note for $30,000. The note bears interest at 9% and matures in two years. The loan is convertible at any time into shares of common stock at $0.075 per share beginning one year from the date of the note. In addition, the note required the issuance of warrants to purchase 400,000 warrants. The aggregate fair value of these warrants totaled $14,034 based on the Black Scholes Merton pricing model. This amount has been recorded as a debt discount and will be amortized utilizing the interest method of accretion over the term of the note. As of June 30, 2014, $4,633 of the discount has been amortized to interest expense and there is $1,783 of accrued interest. |
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On November 1, 2013, the Company executed a convertible promissory note for $16,000. The note is convertible at $0.075 after one year, bears interest at 9% and matures in two years. As of June 30, 2014, there is $951 of accrued interest. |
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On November 4, 2013, we obtained short term financing from a Lender under a 9% Convertible Note in the amount of $70,000 (the “Short-Term Note”). The Short-Term Note features an original issue discount of $6,700. The $63,300 in funding received from the Lender was used to pay off and retire the Convertible Promissory Note issued to Asher Enterprises, Inc., dated April 9, 2013. The Short-Term Note accrues interest at a rate of nine percent (9%) per year, with all principal and interest due in full within thirty days from the date of issue. The Short-Term Note is currently in default. At any time, the Short-Term Note may be converted, in whole or in part at the option of the holder, at a price of $0.075 per share. As of June 30, 2014 there is $4,108 of accrued interest. The note was reviewed for a beneficial conversion feature and it was determined that none existed as the fair market price of the stock was in excess of the conversion price on the date of the note. |
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On November 25, 2013, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $42,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on August 27, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. During the six months ended June 30, 2014, the note and $1,700 of accrued interest was converted into shares of common stock. |
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The Company received its second payment from JMJ towards the loan, of $22,000 on December 9, 2013. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $37,173 based on the Black Scholes Merton pricing model. As of June 30, 2014; $13,123 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $61,692 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $8,877 at June 30, 2014 and has accrued interest of $2,889. |
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As of December 31, 2013 the Company owed Chiles Valley, LLC, $20,000. This loan was repaid in full during the quarter ended March 31, 2014. |
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On January 8, 2014, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on October 10, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014, there is $1,147 of accrued interest on this note. |
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On February 13, 2014, we entered into a $250,000 Convertible Promissory Note (the “Note”) with Black Mountain Equities, Inc. (“BME”). The face amount of the Note includes an original issue discount of $25,000. The initial advance to be made under the Note by BME is $25,000. BME may, after making this initial advance, lend us additional sums under the terms of the Note in such amounts and at such dates as it chooses. There is a one-time interest charge of ten percent (10%) and individual loans mature one year from the effective date of each payment. BME may convert all or part of the Note, at its discretion, into shares of our common stock. The conversion is equal to the lesser of a 40% discount to the lowest trading prices in the twenty-five (25) day trading price prior to the conversion date or at a fixed price if $0.025. For the initial advance the Company recorded a debt discount in the amount of $30,000 (payment plus 10% original discount and one time interest charge) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $82,251 based on the Black Scholes Merton pricing model. As of June 30, 2014; $11,342 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $75,333 resulting in a loss on the change in fair value of the derivative. As of June 30, 2014 the note is shown net of a debt discount of $18,658 and has accrued interest of $3,000. |
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On February 26, 2014, the Company issued a Convertible Promissory Note to GCEF Opportunity Fund, LLC in the amount of $72,500, includes an original issue discount of $7,500. The note bears a onetime 12% interest charge, is unsecured and matures in one year. The Note is convertible into common stock in whole or in part at any time with a conversion price equal to a 50% discount to the average bid price in the ten day trading price prior to the conversion date. The Company recorded a debt discount in the amount of $81,200 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $179,454 based on the Black Scholes Merton pricing model. As of June 30, 2014; $27,808 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $144,999 resulting in a loss on the change in fair value of the derivative. As of June 30, 2014 the note is shown net of a debt discount of $53,392. In addition to the terms outlined above the Company issued to GCEF 5,000,000 shares of common stock. The stock was valued at $0.052, the closing price on the date of the note for non-cash expense of $260,000 which was recorded as a loss on the issuance of debt. |
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On March 3, 2014, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $37,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 5, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014, there is $929 of accrued interest on this note. |
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On March 14, 2014, the Company issued a Convertible Promissory Note to Hanover Holdings I, LLC in the amount of $38,000. The note bears interest at a rate of 12% per annum, is unsecured and matures in eight months. The Note is convertible into common stock in whole or in part at any time with a conversion price equal to the lesser of a 45% discount to the lowest trading prices in the five day trading price prior to the conversion date or at a fixed price if $0.04. The Company recorded a debt discount in the amount of $38,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $41,636 based on the Black Scholes Merton pricing model. As of June 30, 2014; $16,889 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $79,507 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $21,111 at June 30, 2014 and has accrued interest of $1,358. |
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On April 16, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $42,500. The funds were not received on the note until April. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014 there is $708 of accrued interest on this note. |
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On April 17, 2014, the Company received another payment on the original JMJ Financial convertible promissory note dated September 23, 2013 of $40,000. The Company recorded a debt discount in the amount of $44,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $61,319 based on the Black Scholes Merton pricing model. As of June 30, 2014; $9,042 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $114,910 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $34,958 at June 30, 2014 and has accrued interest and fees of $9,777. |
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On June 5, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014 there is $150 of accrued interest on this note. |
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On June 19, 2014, we borrowed the sum of $15,000 from Steven J. Smith under the terms of a Promissory Note. The note was due and payable within seven (7) days of funding with no stated interest. |
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On June 23, 2014, the Company received another payment on the original JMJ Financial convertible promissory note dated September 23, 2013 of $25,000. The Company recorded a debt discount in the amount of $27,500 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $34,654 based on the Black Scholes Merton pricing model. As of June 30, 2014; $603 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $71,741 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $26,897 at June 30, 2014 and has accrued interest and fees of $3,333. |
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On June 25, 2014, the Company issued a Convertible Promissory Note to KBM Worldwide, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on December 31, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of June 30, 2014 there is $43 of accrued interest on this note. |
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The maturities of these notes and the related party notes below, net of discounts for the next five years are: |
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Twelve months ended June 30, | | | | | | | | | | | | |
| 2014 | | | $ | 1,221,419 | | | | | | | | | | | |
| 2015 | | | | 51,599 | | | | | | | | | | | |
| 2016 | | | | — | | | | | | | | | | | |
| 2017 | | | | — | | | | | | | | | | | |
| 2018 | | | | 51,440 | | | | | | | | | | | |
| Total Future Maturities | | | $ | 1,324,458 | | | | | | | | | | | |
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A summary of the status of the Company’s debt discounts including original issue discounts, and derivative liabilities, and changes during the periods is presented below: |
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Debt Discount | | 31-Dec-13 | | Additions | | Amortization | | 30-Jun-14 |
Finiks Capital – February 1, 2013 | | $ | 37,682 | | | $ | | | | $ | (37,682 | ) | | $ | — | |
Neal – June 3, 2013 | | | 3,975 | | | | — | | | | (3,975 | ) | | | — | |
JMJ – October 2, 2013 | | | 41,439 | | | | — | | | | (38,650 | ) | | | 2,789 | |
Kalina – November 1, 2013 | | | 12,881 | | | | — | | | | (3,479 | ) | | | 9,402 | |
JMJ – December 9, 2013 | | | 18,795 | | | | | | | | (9,918 | ) | | | 8,877 | |
Black Mountain Equities, Inc. – February 13, 2014 | | | — | | | | 30,000 | | | | (11,342 | ) | | | 18,658 | |
GCEF Opportunity Fund, LLC – February 26, 2014 | | | — | | | | 81,200 | | | | (27,808 | ) | | | 53,392 | |
Hanover Holdings, LLC – March 14, 2014 | | | — | | | | 38,000 | | | | (16,889 | ) | | | 21,111 | |
JMJ – April 17, 2014 | | | — | | | | 44,000 | | | | (9,042 | ) | | | 34,958 | |
JMJ – June 23, 2014 | | | — | | | | 27,500 | | | | (603 | ) | | | 26,897 | |
| | $ | 114,772 | | | $ | 220,700 | | | $ | (159,388 | ) | | $ | 176,084 | |
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Derivative Liabilities | | 31-Dec-13 | | Initial valuation | | Revaluation on 6/30/14 | | (Gain) loss of fair value of derivative |
JMJ – October 2, 2013 | | $ | 88,314 | | | $ | — | | | $ | 3,636 | | | $ | (84,678 | ) |
JMJ – December 9, 2013 | | | 33,274 | | | | — | | | | 61,692 | | | | 28,418 | |
Black Mountain Equities, Inc. – February 13, 2014 | | | — | | | | 82,251 | | | | 75,333 | | | | (6,918 | ) |
GCEF Opportunity Fund, LLC – February 26, 2014 | | | — | | | | 179,454 | | | | 144,999 | | | | (34,455 | ) |
Hanover Holdings, LLC – March 14, 2014 | | | — | | | | 41,636 | | | | 79,507 | | | | 37,871 | |
JMJ – April 17, 2014 | | | — | | | | 61,319 | | | | 114,910 | | | | 53,591 | |
JMJ – June 23, 2014 | | | — | | | | 34,654 | | | | 71,741 | | | | 37,087 | |
| | $ | 121,588 | | | $ | 399,314 | | | $ | 551,818 | | | $ | 30,916 | |
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Original Issue Discount | | 31-Dec-13 | | Additions | | Amortization | | 30-Jun-14 |
JMJ – October 2, 2013 | | $ | 3,767 | | | $ | — | | | | (2,480 | ) | | $ | 1,287 | |
JMJ – December 9, 2013 | | | 1,879 | | | | — | | | | (992 | ) | | | 887 | |
Black Mountain Equities, Inc. – February 13, 2014 | | | — | | | | 5,000 | | | | (1,384 | ) | | | 3,616 | |
GCEF Opportunity Fund, LLC – February 26, 2014 | | | — | | | | 16,200 | | | | (5,504 | ) | | | 10,696 | |
Darren Magot – January 27, 2014 | | | — | | | | 2,500 | | | | (2,083 | ) | | | 417 | |
JMJ – April 17, 2014 | | | — | | | | 4,000 | | | | (820 | ) | | | 3,180 | |
JMJ – June 23, 2014 | | | — | | | | 2,500 | | | | (55 | ) | | | 2,445 | |
| | $ | 5,646 | | | $ | 30,200 | | | $ | (13,318 | ) | | $ | 22,528 | |