Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 19, 2015 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Eventure Interactive, Inc. | |
Trading Symbol | EVTI | |
Entity Common Stock, Shares Outstanding | 304,733,644 | |
Entity Central Index Key | 1,509,351 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 13,663 | $ 2,957 |
Deposits | 15,196 | 15,196 |
Total current assets | 28,859 | 18,153 |
Fixed assets, net | 51,864 | 52,782 |
Total assets | 80,723 | 70,935 |
Current Liabilities | ||
Accounts payable | 761,861 | 400,323 |
Accrued expenses | 42,912 | $ 924,372 |
Related party advance | 252,094 | |
Related party notes payable | 175,208 | $ 555,250 |
Notes payable, net of discount of $0 and $2,889, respectively | 50,000 | 147,111 |
Convertible notes payable, net of discount of $731,662 and $168,000, respectively | 286,588 | $ 6,000 |
Common stock payable | 128,000 | |
Derivative liabilities - current | 1,392,959 | $ 177,149 |
Total current liabilities | 3,089,622 | 2,210,205 |
Derivative liabilities - non-current | 231,863 | $ 328,044 |
Convertible notes payable, net of debt discount of $141,314 and $55,556, respectively | 4,820 | |
Total liabilities | 3,326,305 | $ 2,538,249 |
Stockholders’ Deficit | ||
Preferred stock, $0.001 par value, 10,000,000 authorized, 1,000,000 and -0- shares of Series A issued and outstanding, respectively | 1,000 | |
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 67,620,394 and 25,481,323 shares issued and outstanding, respectively | 67,620 | $ 25,481 |
Subscriptions receivable | (17,000) | |
Additional paid-in-capital | 31,441,424 | $ 25,242,130 |
Accumulated deficit | (34,738,626) | (27,734,925) |
Total stockholders’ deficit | (3,245,582) | (2,467,314) |
Total liabilities and stockholders’ deficit | $ 80,723 | $ 70,935 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Series A Preferred Stock, Shares Issued | 1,000,000 | 0 |
Series A Preferred Stock, Shares Outstanding | 1,000,000 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 67,620,394 | 25,481,323 |
Common Stock, Shares, Outstanding | 67,620,394 | 25,481,323 |
Debt Discount | $ 872,976 | $ 223,556 |
Notes Payable, Other Payables [Member] | ||
Debt Discount | 0 | 2,889 |
Convertible Debt [Member] | Current Liabilities [Member] | ||
Debt Discount | 731,662 | 168,000 |
Convertible Debt [Member] | Noncurrent Liabilities [Member] | ||
Debt Discount | $ 141,314 | $ 55,556 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated Statements Of Operations | ||||
Revenues | $ 348 | $ 348 | ||
General and administrative expenses | 2,028,194 | $ 2,720,116 | 6,203,341 | $ 18,768,236 |
Operating loss | (2,027,846) | (2,720,116) | (6,202,993) | (18,768,236) |
Other income (expense): | ||||
Change in fair value of derivative liabilities | (402,483) | $ (3,388,014) | (422,280) | $ (3,388,014) |
Interest expense | (224,745) | (379,791) | ||
Gain on debt extinguishment | 1,363 | 1,363 | ||
Total other income (expense) | (625,865) | $ (3,388,014) | (800,708) | $ (3,388,014) |
Net loss | $ (2,653,711) | $ (6,108,130) | $ (7,003,701) | $ (22,156,250) |
Loss per common share – basic and diluted | $ (0.04) | $ (0.26) | $ (0.13) | $ (1) |
Weighted average number of common shares outstanding – basic and diluted | 62,801,661 | 23,662,145 | 55,171,195 | 22,053,748 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (7,003,701) | $ (22,156,250) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 4,496,612 | 17,801,575 |
Change in fair value of derivative liabilities | 422,280 | 3,388,014 |
Depreciation and amortization expense | 14,643 | $ 8,377 |
Amortization of debt discount on notes | 366,683 | |
Gain on debt extinguishment | $ (1,363) | |
Changes in operating assets and liabilities: | ||
Deposits | $ (10,196) | |
Accounts payable | $ 361,538 | 66,166 |
Accrued expenses | 39,035 | 151,761 |
Net cash used in operating activities | $ (1,304,763) | (750,553) |
Cash flows from investing activities | ||
Payments for software development costs | (369,515) | |
Acquisition of fixed assets | $ (13,725) | (36,185) |
Net cash used in investing activities | (13,725) | (405,700) |
Cash flows from financing activities | ||
Proceeds from related party loans | 89,000 | 120,107 |
Repayments of related party loans | (108,650) | $ (120,107) |
Related party advance | 252,094 | |
Proceeds from convertible notes | 788,750 | |
Proceeds from sale of common stock | 308,000 | $ 1,275,000 |
Net cash provided by financing activities | 1,329,194 | 1,275,000 |
Net change in cash | 10,706 | 118,747 |
Cash at beginning of the period | 2,957 | 67,762 |
Cash at end of the period | $ 13,663 | $ 186,509 |
Supplemental disclosure of cash flow information: | ||
Income taxes | ||
Interest | $ 100 | |
Noncash investing and financing transactions: | ||
Original issue discount on issuance of convertible debt | $ 161,528 | |
Settlement of related party debt with convertible debt | 100,000 | |
Conversion of convertible debt and accrued interest to common stock | 116,047 | |
Debt discount - variable conversion feature derivative liabilities | 1,019,521 | |
Debt discount - common stock and warrants | 18,115 | |
Issuance of common stock for related party notes payable and interest | 362,105 | |
Issuance of common stock to settle accrued expenses | 918,184 | |
Stock subscriptions receivable | $ 17,000 | |
Fair value of warrant derivative liabilities issued in common stock offering | $ 449,624 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 1. ORGANIZATION AND BUSINESS OPERATIONS | The Company was incorporated in the State of Nevada on November 29, 2010. The Company was in the GPS tracking system business until late in 2012, when the Company redirected all of its efforts into the social media business. On February 20, 2013, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State to change its name from Live Event Media, Inc. to Eventure Interactive, Inc. (the "Company"). Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $34,738,626 as of June 30, 2015 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from business operations when they come due. Management intends to finance its operating costs over the next twelve months with existing cash on hand and loans from directors and/or the private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying unaudited interim consolidated financial statements of Eventure Interactive, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year ended December 31, 2014, as reported in Form 10-K, have been omitted. Principles of Consolidation The financial statements include the accounts of the Company and its subsidiary. Intercompany transactions and balances have been eliminated. Use of Estimates and Assumptions The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per common share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per common share excludes all potential common shares if their effect is anti-dilutive. Since the Company is in a loss position, it has excluded stock options and warrants from its calculation of diluted net loss per common share. At June 30, 2015, the Company had 9,131,216 stock options and 11,576,452 warrants and 104,392,929 shares issuable upon the conversion of convertible debt that would have been included in its calculation of diluted net loss per common share if they were not anti-dilutive. Software Development Costs Costs incurred in the research and development of new software products are expensed as incurred until technological feasibility has been established. After technological feasibility is established, any additional costs are capitalized in accordance with authoritative guidance until the product is available for general release. Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over the estimated useful life of the asset. The Company's fixed assets are comprised of computer equipment and the estimated life of computer equipment is three years. Derivative Liabilities The Company reviews the terms of the common stock, convertible debt and warrants it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a Black-Scholes model for valuation of the derivative instrument. Stock-Based Compensation The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method. Fair Value Measurements As defined in FASB ASC Topic No. 820 10, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC Topic No. 820 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). The Company's valuation models are primarily industry standard models. Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The estimated fair value of the derivative liabilities were calculated using the Black Scholes model. New Accounting Pronouncements The Company's management does not believe that any other recently issued pronouncements will have a material effect on the Company's financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 3. RELATED PARTY TRANSACTIONS | Related party payables During the six months ended June 30, 2015, the Company's CFO advanced the Company $109,150 to fund the operations of the Company, all of which is payable as of June 30, 2015. During the six months ended June 30, 2015, the Company's Chairman advanced the Company $41,845 to fund the operations of the Company, all of which is payable as of June 30, 2015. At June 30, 2015, the Company owes a related party entity $101,099 for marketing services provided to the Company during the six months ended June 30, 2015. The entity is 71% owed by a Director of the Company and 8% owned by the CFO of the Company. Related party notes payable At June 30, 2015 and December 31, 2014, the Company owed its Chairman and former CEO $10,050 and $190,250, respectively, for loans provided to the Company by the Chairman. The loans bear interest at 1% per annum. During January, April and May 2015, we received a total of $79,000 from its Chairman. During the six months ended June 30, 2015, the Company paid off $98,650 of the loans. At June 30, 2015 and December 31, 2014, the Company owed its CFO $0 and $40,000, respectively, for loans provided to the Company by the CFO. The loans bear interest at 1% per annum. On February 12, 2015, the Company received a $10,000 loan from its CFO, payable May 13, 2015. On June 29, 2015, the Company paid off the $10,000 loan. At June 30, 2015 and December 31, 2014, the Company owed a Director of the Company $115,158 and $275,000, respectively, for loans provided to the Company by the Director. The amounts owed to the Director are past due and in default at June 30, 2015. The loans bear interest at 1% per annum. At June 30, 2015 and December 31, 2014, the Company owed $50,000 to a relative of an executive of the Company. The amounts owed to the individual are past due and in default at June 30, 2015. The loans bear interest at 1% per annum. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 4. NOTES PAYABLE | During August 2014, the Company received $45,000 in cash for a $50,000 promissory note due in June 2015. The promissory note has no stated interest rate. The Company is recognizing the $5,000 original issue discount as interest expense over the life of the promissory note which was due in June 2015. During the six months ended June 30, 2015, this loan was assigned to a third party and exchanged into convertible notes. No gain or loss was recorded on the debt extinguishment. During the year ended December 31, 2014, the Company received $100,000 in cash from third parties in exchange for $100,000 of notes payable bearing interest at 1% per annum. During the six months ended June 30, 2015, $50,000 of these notes payable was assigned to a third party and exchanged into convertible notes. No gain or loss was recorded on the debt extinguishment. At June 30, 2015, the remaining $50,000 note payable is past due and in default. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 5. CONVERTIBLE NOTES PAYABLE | Convertible debt with a variable conversion feature consists of the following as of June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 LG $ 95,000 $ 110,000 KBM - 64,000 JMJ 76,134 55,556 Tangiers 55,000 FireRock 137,500 Adar Bays 44,000 Union Capital 44,000 River North Equity 52,500 Crown Bridge Partners 115,250 Peak One 70,000 JSJ Investments 50,000 EMA Financial 75,000 SBI Investments 350,000 Total convertible notes payable $ 1,164,384 $ 229,556 Less: debt discount (872,976 ) (223,556 ) Convertible notes payable, net 291,408 6,000 Less: current portion (286,588 ) (6,000 ) Long-term portion $ 4,820 $ LG On December 15, 2014, the Company issued to LG Capital Funding, LLC ("LG") an 8% convertible promissory note in the principal amount of $110,000 due December 15, 2015 (the "LG Note"). The LG Note was subject to an original issue discount of $15,000 resulting in net proceeds of $95,000. The LG Note is convertible by LG, at its option, any time after 180 days from the date of issuance at a conversion price equal to 62% of the lowest closing bid price for our common stock for the twenty trading days prior to the date upon which LG provides us with a notice of conversion. The LG Note may be prepaid by us any time within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 145% for a prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 121%, for the 61-90 day period is 127%, for the 91-120 day period is 133%, and for the 121-150 day period is 139%. The LG Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. On June 16, 2015, LG converted $15,000 of principal and $598 of interest into 419,310 shares of common stock. The Company recorded a loss on debt extinguishment of $1,178 consisting of the excess of the fair value of the shares issued and the principal of the debt settled of $10,399 and the unamortized debt discount of $7,500, partially offset by the fair value of the variable conversion feature derivative liability settled of $16,721. KBM On January 29, 2015 and December 19, 2014, the Company issued 8% convertible promissory notes to KBM Worldwide, Inc. ("KBM") in the principal amounts of $48,000 and $64,000, respectively due November 2, 2015 and September 19, 2015, respectively, (the "KBM Notes"). The Company received cash proceeds of $44,100 and $60,000 for these notes. The KBM Notes are convertible by KBM at its option any time after 180 days from issuance at a conversion price equal to 58% of the average of the lowest three trading prices for our common stock during the ten trading day period prior to the date on which KBM provides us with a conversion notice. The KBM Notes may be prepaid by us any time within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 140% for prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 120%, for the 61-90 day period is 125%, for the 91-120 day period is 130% and for the 121-150 day period is 135%. The KBM Notes become immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. On June 25, 2015, the KBM notes were assigned by the Company to SBI Investments. The assignment was treated as a debt extinguishment by the Company. The Company recorded a debt extinguishment gain of $36,207 consisting of the fair value of the variable conversion feature derivative liability settled of $78,912, partially offset by the unamortized debt discount of $42,705. JMJ On December 15, 2014, we issued a convertible promissory note in the principal amount of $55,556 to JMJ Financial ("JMJ") due December 15, 2016 (the "JMJ Note"). The JMJ Note was subject to an original issue discount resulting in net proceeds of $50,000. The JMJ Note, including accrued interest due thereon, is convertible by JMJ, at its option, any time after 180 days from the date of issuance at a conversion price equal to the lesser of $0.16 or 60% of the average of the two lowest trading prices during the twenty trading days prior to conversion. The JMJ Note may be prepaid by us any time within 120 days from the date of issuance without payment of interest. If we do not prepay the JMJ Note within such 120 day period, a one-time interest charge of 12% will be applied to the principal amount. The JMJ Note becomes immediately due and payable upon certain events of default and subjects us to significant default penalties. JMJ may provide us with additional loans on the same terms pursuant to which JMJ would receive notes which, together with the JMJ Note, aggregate to $250,000. The JMJ Note was amended on January 16, 2015 to, among other things, remove a provision which had provided that if, at any time while the JMJ Note is outstanding, we issued securities on more favorable terms than those contained in the JMJ Note, JMJ had the option to include the more favorable terms in the JMJ Note. On April 28, 2015, the Company issued JMJ a $27,778 convertible promissory note (of which $2,778 was an original issue discount). The note is identical, in all material respects, to the existing JMJ Note. The note has a two-year term and provide for payment of interest on the principal amount at maturity at the rate of 12% per annum. The note, including accrued interest due thereon, is convertible by JMJ, at its option, any time after 180 days from the date of issuance at a conversion price equal to the lesser of $0.16 or 60% of the average of the two lowest trading prices during the twenty trading days prior to conversion. On June 16, 2015, JMJ converted $7,200 of principal into 200,000 shares of common stock. The Company recorded a loss on debt extinguishment of $2,887 consisting of the excess of the fair value of the shares issued and the principal of the debt settled of $5,200 and the unamortized debt discount of $7,100, partially offset by fair value of the variable conversion feature derivative liability settled of $9,413. Tangiers On January 23, 2015, we issued a one-year 10% convertible promissory note to Tangiers Investment Group, LLC ("Tangiers") in the principal amount of $55,000 (the "Tangiers Note"). The Tangiers Note was subject to an original issue discount of $5,000 resulting in net proceeds of $50,000. The Tangiers Note, including accrued interest due thereon, is convertible by Tangiers, at its option, any time after 180 days from the date of issuance at a conversion price equal to 52% of the lowest trading price for our common stock during the twenty trading days prior to conversion. The conversion price will be further reduced by 10% if we are placed on "chill" status with the Depository Trust Company until such "chill" is remedied and will be reduced by 5% if we are not Deposits and Withdrawal at Custodian eligible. The Tangiers Note may be prepaid by us within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 145% for a prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 121%, for the 61-90 day period is 127%, for the 91-120 day period is 133%, and for the 121-150 day period is 139%. The Tangiers Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. By mutual agreement, Tangiers may provide us with additional funding on the same terms up to an aggregate principal amount of $330,000 during the 9-month period which commenced on January 23, 2015. FireRock On January 6, 2015, we entered into a Securities Purchase Agreement ("SPA") with FireRock Global Opportunities Fund L.P., a Delaware limited partnership ("FireRock"), pursuant to which we issued a convertible promissory note in the principal amount of $137,500 to FireRock (the "FireRock Note"). The FireRock Note was subject to an original issue discount of $15,000 resulting in our receipt of $122,500 in net proceeds. In connection with the SPA, we also issued 250,000 shares of our restricted common stock and a five-year warrant to purchase 500,000 shares of our common stock at an exercise price of $0.50 per share to FireRock. The SPA and a related Registration Rights Agreement between us and FireRock, dated January 6, 2015, provide for us to register the shares issuable upon conversion of the FireRock Note and the exercise of the warrant. We were required to file a registration statement with respect to the shares underlying the note and warrant within 60 days of the January 6, 2015 issuance date and have such registration statement declared effective not more than 150 days following the issuance date. We filed the registration statement on March 6, 2015. The note has a six-month term and provides for payment of interest on the principal amount at maturity at the rate of 1% per annum. The note, including accrued interest thereon, can be prepaid by us, in whole or in part, at any time prior to maturity, upon three trading days prior written notice, at a premium of 135%. The premium rate also applies to any default interest which may be due at the time of prepayment. Default interest, at the rate of 15% per annum, will become due in the event that we fail to pay principal or interest when due on the Notes. The note is convertible at any time after issuance at the lower of (i) $0.20 per share or (ii) 60% (50% upon an Event of Default) of the volume weighted average price for our common stock during the three consecutive trading days immediately preceding the trading day on which we receive a notice of conversion. The SPA further provides that if we complete a registered primary public offering of our securities at any time during which the notes remains outstanding, that the note can be converted at the closing of such offering at a conversion price equal to a 10% discount to the offering price to investors in the offering. We are required to reserve 20,000,000 shares of our common stock to cover note conversions and register all such shares in the registration statement. We are also required to cause our transfer agent to issue and transfer shares to the holders of the Notes within one trading day of our receipt of a conversion notice. The failure to do so constitutes an Event of Default under the Notes. Other Events of Default including, but are not limited to, our failure to pay principal and interest when due, a material breach by us of any of the terms of the FireRock transaction documents, a breach of any representation or warranty made by us in the FireRock transaction documents having a material adverse effect on the holder of the Notes, our appointment of a receiver or trustee, our becoming bankrupt, our stock becoming delisted, our failure to comply with our reporting requirements under the Securities Exchange Act of 1934, our cessation of operations, our dissolution or liquidation, our failure to maintain any of our material assets, certain restatements of our financial statements, our effectuation of a reverse stock split, and certain unvacated judgments against us involving more than $50,000. Subject to applicable cure periods, the Notes become immediately due and payable upon the occurrence and during the continuation of Events of Default. Adar Bays On January 23, 2015, we issued to Adar Bays, LLC ("Adar") an 8% convertible promissory note in the principal amount of $44,000 due January 23, 2016 (the "Adar Note"). The Adar Note was subject to an original issue discount of $6,500 resulting in net proceeds of $37,500. The Adar Note, including accrued interest due thereon, is convertible by Adar, at its option, any time after 180 days from the date of issuance at a conversion price equal to 62% of the lowest closing bid price for our common stock during the twenty trading days prior to conversion. In the event that our common stock becomes subject to a DTC "chill", the conversion price formula will be reduced from 62% to 52% while the "chill" remains in effect. The Adar Note may be prepaid by us within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 145% for a prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 121%, for the 61-90 day period is 127%, for the 91-120 day period is 133% and for the 121-150 day period is 139%. The Adar Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. Union Capital On March 3, 2015, we issued an 8% convertible promissory note to Union Capital, LLC ("Union") in the principal amount of $44,000 due March 3, 2016 ("Union Note"). The Note was subject to an original issue discount resulting in net proceeds of $38,000. The Note is convertible by Union, at its option, any time after 180 days from the date of issuance at a conversion price equal to 62% of the lowest closing bid price for our common stock for the twenty trading days prior to the date upon which Union provides us with a notice of conversion. The Note may be prepaid by us any time within 180 days from the date of issuance at a premium ranging from 115% for a prepayment within the initial 30 days to 145% for a prepayment after 150 days from the date of issuance but on or prior to 180 days from the date of issuance. The prepayment premium for the 31-60 day period is 121%, for the 61-90 day period is 127%, for the 91-120 day period is 133%, and for the 121-150 day period is 139%. The Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. River North Equity On March 18, 2015, we issued to River North Equity, LLC ("River North") a 9% convertible promissory note in the principal amount of $52,500 (the "River North Note"). The River North Note was subject to a 10% original issue discount resulting in our receipt of $47,250 in net proceeds. The River North Note is convertible by River North, at its option, any time after 180 days from issuance at a conversion price equal to 60% of the lowest trading price for our common stock during the twenty trading days prior to the date on which River North provides us with a conversion notice. The conversion price formula will be reduced from 60% to 50% if we are not DWAC eligible. The River North Note contains a right of first refusal in favor of River North with regard to certain future borrowings by us for the term of the River North Note. The River North Note may be prepaid by us any time prior to our receipt of a conversion notice from River North in an amount equal to 105% multiplied by the sum of the then outstanding principal amount of the River North Note plus (i) accrued and unpaid interest due on the principal amount; and (ii) default interest and penalty payments, if any, due on the River North Note at the time of prepayment. The River North Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. VGI On April 8, 2015, we issued to Vires Group, Inc. ("VGI"), a 12% convertible promissory note in the principal amount of $38,000 due January 2016(the "VGI Note"). The VGI Note is convertible by VGI, at its option, any time after 180 days from issuance at a conversion price equal to 50% of the average of the three lowest trading prices for our common stock during the twenty-day trading period prior to the date on which VGI provides us with a conversion notice. The VGI Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. On May 11, 2015, the Company issued to VGI a 12% convertible promissory note in the principal amount of $10,000 due February 13, 2016 (the "Second VGI Note"). The Second VGI Note is convertible by VGI, at its option, any time after 180 days from the date of issuance at a conversion price equal to 50% of the average of the three lowest trading prices for our common stock during the twenty-day trading period prior to the date on which VGI provides us with a conversion notice. On June 25, 2015, the VGI notes were assigned by the Company to SBI Investments. The assignment was treated as a debt extinguishment by the Company. The Company recorded a debt extinguishment gain of $16,981 consisting of the fair value of the variable conversion feature derivative liability settled of $49,533, partially offset by the unamortized debt discount of $32,552. Crown Bridge Partners On April 14, 2015, the Company issued to Crown Bridge Partners, LLC ("CBP") a 5% convertible promissory note in the principal amount of $60,000 due April 2016 (the "CBP Note"). The CBP Note is convertible by CBP, at its option, any time after 180 days from issuance at a conversion price equal to 52% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which CBP provides us with a conversion notice. The CBP Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. On May 22, 2015, the Company issued to CBP a 5% convertible promissory note in the principal amount of $48,500 due May 2016 (the "CBP Note 2"). The CBP Note 2 is convertible by CBP, at its option, any time after 180 days from issuance at a conversion price equal to 52% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which CBP provides us with a conversion notice. The CBP Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. On May 26, 2015, the Company issued to CBP a convertible promissory note in the principal amount of $10,000 due May 2016 (the "CBP Note 3"). The CBP Note 3 is convertible at CBP's option into common stock of the Company at a conversion price equal to 52% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which CBP provides us with a conversion notice. The CBP Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. On June 4, 2015, the Company issued to CBP a convertible promissory note in the principal amount of $40,000 due June 2016 (the "CBP Note 4"). The CBP Note 4 is convertible at CBP's option into common stock of the Company at a conversion price equal to 52% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which CBP provides us with a conversion notice. The CBP Note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. On various dates in May and June, 2015, CPP converted $43,250 of principal into 1,965,325 shares of common stock. The Company recorded a loss on debt extinguishment of $23,924 consisting of the excess of the fair value of the shares issued and the principal of the debt settled of $55,929 and the unamortized debt discount amortization of $46,092, partially offset by the fair value of the variable conversion feature derivative liability settled of $78,097. Peak One On May 12, 2015, the Company issued Peak One Opportunity Fund ("Peak One") a $70,000 convertible promissory note in the principal amount of $70,000 due May 2018. The Peak One note is convertible at Peak One's option into common stock of the Company at a conversion price equal to 60% of the lowest bid price 20 days immediately preceding the date of conversion. Pursuant to this agreement, the Company also issued 75,000 shares of common stock to Peak One with a fair value of $8,625 (a relative fair value of $7,000). The relative fair value of the shares issued was recorded as debt discount and will be amortized to interest expense over the term of the note. JSJ Investments On May 19, 2015, the Company issued JSJ Investments, Inc. ("JSJ") a $50,000 convertible promissory note in the principal amount of $50,000 due February 2016. The JSJ note is convertible by JSJ, at its option, any time after 180 days from issuance at a conversion price equal to 45% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which JSJ provides us with a conversion notice. EMA Financial On June 1, 2015, the Company issued EMA Financials, LLC ("EMA") a $75,000 10% convertible promissory note in the principal amount of $75,000 due June 2016. The EMA note is convertible by JSJ, at its option, any time after 180 days from issuance at a conversion price equal to the lower of the closing sale price of common stock on the principal market on the trading day immediately preceding the closing date and 50% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which EMA provides us with a conversion notice. Rider Capital On June 15, 2015, the Company issued Rider Capital Corporation ("Rider") a $50,000 convertible promissory note in the principal amount of $50,000 due June 2016. The Rider note is convertible by Rider, at its option, any time after 180 days from issuance at a conversion price equal to 30% of the lowest trading prices for our common stock during the sixty-day trading period prior to the date on which Rider provides us with a conversion notice. During June 2015, Rider converted $50,000 of principal into 2,634,882 shares of common stock. The Company recorded a loss on debt extinguishment of $23,836 consisting of the excess of the fair value of the shares issued and the principal of the debt settled of $63,332 and the unamortized debt discount of $50,000, partially offset by fair value of the variable conversion feature derivative liability settled of $89,496. SBI Investments On June 25, 2015, the Company issued SBI Investments LLC, 2014-1 ("SBI") a $164,631 8% convertible promissory note in the principal amount of $164,631 due June 2016 (the "SBI Note 1"). The SBI Note 1 is convertible at SBI's option into common stock of the Company at a conversion price equal to 50% of the lowest bid price 20 days immediately preceding the date of conversion. On June 25, 2015, the Company issued SBI a $60,369 8% convertible promissory note in the principal amount of $60,369 due June 2016 (the "SBI Note 2"). The SBI Note 2 is convertible at SBI's option into common stock of the Company at a conversion price equal to 50% of the lowest bid price 20 days immediately preceding the date of conversion. On June 26, 2015, the Company issued SBI a $125,000 8% convertible promissory note in the principal amount of $125,000 due June 2016 (the "SBI Note 2"). The SBI Note 3 is convertible at SBI's option into common stock of the Company at a conversion price equal to 50% of the lowest bid price 20 days immediately preceding the date of conversion. Debt discount The conversion price of the above convertible notes are based on a variable that is not an input to the fair value of a "fixed-for-fixed" option as defined under FASB ASC Topic No. 815 - 40. The fair value of the conversion features was recognized as derivative instruments at the issuance dates and are measured at fair value at each reporting period. Debt discount was recorded up to the purchase price of the notes and is amortized to interest expense over the term of the notes. The fair value of the beneficial conversion feature in excess of the principal amount allocated to the notes was expensed immediately as unrealized loss on derivative obligation. Following is a summary of the debt discount for each of the convertible notes: Noteholder December 31, 2014 Discount Debt Extinguishment Expense June 30, 2015 LG $ 105,200 $ - $ (7,500 ) $ (45,536 ) $ 52,164 KBM 62,800 48,000 (42,705 ) (68,095 ) - JMJ 55,556 27,778 (7,100 ) (4,220 ) 72,014 Tangiers - 55,000 - (23,808 ) 31,192 FireRock - 126,385 - (122,195 ) 4,190 Adar Bays - 44,000 - (18,840 ) 25,160 Union Capital - 44,000 - (14,306 ) 29,694 River North Equity - 52,500 - (14,918 ) 37,582 VGI - 48,000 (32,552 ) (15,448 ) - Crown Bridge Partners - 158,500 (46,092 ) (17,791 ) 94,617 Peak One - 70,000 - (700 ) 69,300 JSJ Investments - 50,000 - (7,609 ) 42,391 EMA Financial - 75,000 - (5,943 ) 69,057 Rider Capital - 50,000 (50,000 ) - - SBI Investments - 350,000 - (4,385 ) 345,615 Total $ 223,556 $ 1,199,663 $ (185,949 ) $ (363,794 ) $ 872,976 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 6. DERIVATIVE LIABILITIES | Warrants The Company has determined that certain warrants the Company has issued contain provisions that protect holders from future issuances of the Company's common stock at prices below such warrants' respective exercise prices and these provisions could result in modification of the warrants exercise price based on a variable that is not an input to the fair value of a "fixed-for-fixed" option. The Company issued 1,800,000 warrants in connection with the issuance of 600,000 shares of common stock sold for cash during June 2014. All of the warrants vested immediately. These warrants contain anti-dilution provisions that provide for a reduction in the exercise price of such warrants in the event that future common stock (or securities convertible into or exercisable for common stock) is issued (or becomes contractually issuable) at a price per share (a "Lower Price") that is less than the exercise price of such warrant at the relevant time. The amount of any such adjustment is determined in accordance with the provisions of the relevant warrant agreement and depends upon the number of shares of common stock issued (or deemed issued) at the Lower Price and the extent to which the Lower Price is less than the exercise price of the warrant at the relevant time. In addition, the number of shares issuable upon exercise of these warrants will be increased inversely proportional to any decrease in the exercise price, thus preserving the aggregate exercise price of the warrants both before and after any such adjustment. The fair values of these warrants issued were recognized as derivative warrant instruments at issuance and are measured at fair value at each reporting period. The Company determined the fair values of these warrants using the Black-Scholes option pricing model. Activity for derivative warrant liabilities during the six months ended June 30, 2015 was as follows: Balance at December 31, 2014 $ 269,929 Initial valuation of derivative liabilities upon issuance of new warrants Decrease in fair value of derivative liability (135,014 ) Balance at June 30, 2015 $ 134,915 The fair value of these warrants was valued on June 30, 2015 using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 2.07%, (2) term of 7 years, (3) expected stock volatility of 177%, (4) expected dividend rate of 0%, and (5) common stock price of $0.02. Derivative conversion feature on convertible debt Activity for derivative liabilities related to the variable conversion features on convertible debt during the six months ended June 30, 2015 was as follows: Lender Balance at December 31, 2014 Initial valuation of derivative liabilities upon issuance of variable feature convertible notes Debt extinguishment /conversions Change in fair value of derivative liability Balance at June 30, 2015 LG $ 110,867 $ - $ (16,721 ) $ 8,383 $ 102,529 JMJ 58,115 25,000 (9,413 ) 23,246 96,948 KBM 66,282 45,000 (78,912 ) (32,370 ) - FireRock - 100,271 - (36,389 ) 63,882 Tangiers - 50,000 - 25,568 75,568 Adar Bays - 37,500 - 10,963 48,463 Union Capital - 38,000 - 14,551 52,551 River North Equity - 44,750 - 20,835 65,585 VGI - 48,000 (49,533 ) 4,533 - Crown Bridge - 140,000 (78,097 ) 109,530 171,433 Peak One - 48,500 - 42858 91,358 JSJ Investments - 44,000 - 21,737 65,737 EMA Financial - 71,500 - 45,517 117,017 Rider Capital - 50,000 (89,496 ) 39,496 - SBI Investments - 280,000 - 258,836 538,836 Total $ 235,264 $ 1,019,521 $ (322,172 ) $ 550,294 $ 1,489,907 The fair value of these derivatives was valued on the date of the issuances of the 2015 convertible notes using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.17% - 0.29%, (2) term of 0.50- 3.0 years, (3) expected stock volatility of 120% - 213%, (4) expected dividend rate of 0%, and (5) common stock price of $0.03 - $0.11. The fair value of these derivatives was valued on June 30, 2015 using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.28%, (2) term of 0.2 2.87 years, (3) expected stock volatility of 125% -330%, (4) expected dividend rate of 0%, and (5) common stock price of $0.02. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 7. STOCKHOLDERS' EQUITY | Authorized shares On June 18, 2015, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada to increase the number of authorized shares of common stock from 300,000,000 shares to 1,000,000,000 shares. Sales of Common Stock for Cash During the six months ended June 30, 2015, the Company issued 1,000,000 shares of common stock to individuals at a price of $0.05 per share for total cash proceeds of $50,000. Aladdin On November 25, 2014, we entered into an Equity Purchase Agreement and a Registration Rights Agreement with Aladdin Trading, LLC ("Aladdin") in order to establish an additional source of funding. Under the Investment Agreement, Aladdin agreed to provide us with up to $5,000,000 of funding upon effectiveness of a registration statement. Following effectiveness of the registration statement, we can deliver puts to Aladdin under the Equity Purchase Agreement under which Aladdin will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice, which investment amount may be any amount up to $5,000,000 less the investment amount received by us from all prior puts, if any. Puts may be delivered by us to Aladdin until the earlier of December 31, 2015 or the date on which Aladdin has purchased an aggregate of $5,000,000 of put shares. The number of shares of our common stock that Aladdin will purchase pursuant to each put notice ("Put Shares") will be determined by dividing the investment amount specified in the put by the purchase price. The purchase price per share of common stock will be set at 50% of the Market Price for our common stock with Market Price being defined as the volume weighted average trading price for our common stock during the three consecutive trading days immediately following the date of our put notice to Aladdin (the "Pricing Period"). There is no minimum amount that we can put to Aladdin at any one time although the amount may be limited to the amount of securities that can be registered at any given time. On the put notice date, we are required to deliver put shares ("Estimated Put Shares") to Aladdin in an amount determined by dividing the closing price on the trading day immediately preceding the put notice date multiplied by 50% and Aladdin is required to simultaneously deliver to us the investment amount indicated on the put notice. At the end of the Pricing Period, when the purchase price is established and the number of Put Shares for a particular put is determined, Aladdin must return to us any excess Put Shares provided as Estimated Put Shares or alternatively we must deliver to Aladdin any additional Put Shares required to cover the shortfall between the amount of Estimated Put Shares and the amount of Put Shares. At the end of the pricing period we must also return to Aladdin any excess related to the investment amount previously delivered to us. Pursuant to the Equity Purchase Agreement, Aladdin and its affiliates will not be issued shares of our common stock that would result in Aladdin's beneficial ownership equaling more than 9.99% of our outstanding common stock. Pursuant to the Registration Rights Agreement, we will be registering 20,000,000 shares of our common stock for issuance to and sale by Aladdin pursuant to the Equity Purchase Agreement. Unless the price of our common stock increases substantially, we will not have access to the full commitment amount under the Equity Purchase Agreement. On February 2, 2015, we delivered a put notice to Aladdin for $75,000. This resulted in our issuance of 1,153,847 shares to Aladdin. On February 20, 2015, we delivered a second put notice to Aladdin for $100,000. This resulted in our issuance of 1,538,462 shares to Aladdin, of which 198,877 shares were required to be returned to us for cancellation resulting in a net issuance of 1,339,585 shares to Aladdin as the 1,538,462 share issuance represented an estimate as to the number of shares covered by the put. As of March 31, 2015, Aladdin owed us $25,000 from the second put, of which $20,000 was received in May 2015. On March 10, 2015, we delivered a third put notice to Aladdin for $100,000. This resulted in our issuance of 2,352,942 shares to Aladdin. Based upon the price of our common stock for the third put valuation period we were required to issue an additional 58,322 shares to Aladdin resulting in a total issuance of 2,411,265 shares pursuant to the third put. We have deducted 58,322 shares from the share amount required to be returned to us from the second put and are now entitled to the return of 140,554 shares from the second put share issuance. Aladdin owes us $100,000 from the third put. During the six months ended June 30, 2015, the Company received $258,000 from Aladdin for the issuance of common stock (as described above). As of June 30, 2015, the Company was owed $17,000 for subscriptions receivable (as described above). Common Stock issued for Services Gannon Giguiere On February 2, 2015, we entered into Amendment No. 2 to the November 21, 2012 Employment Services Agreement, as amended on March 10, 2014, between us and Gannon Giguiere, our Director and former CEO. The amendment reduced the CEO's base annual salary from $180,000 to $1, clarified the provision under which we can issue bonuses to the CEO, and provided for the issuance of 5,000,000 shares of our common stock (which were granted piggyback registration rights) and 2,000,000 stock options which have a ten-year term and are exercisable for the purchase of 2,000,000 shares of our common stock at a price of $0.10 per share. The stock options vest monthly and ratably over the 36-month period commencing upon issuance. The fair value of the 5,000,000 shares of common stock issued was $0.12 per share ($599,500). During the six months ended June 30, 2015, the Company recorded stock-based compensation of $599,500 in connection with the issuance of these shares. On February 2, 2015, $351,000 in accrued salary due to Gannon Giguiere, was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 5,014,286 shares of common stock which were granted piggyback registration rights. The fair value of the common stock issued was $0.12 per share ($601,213). The Company recorded the difference between the accrued salary and the fair value of the shares issued of $250,213 as stock-based compensation during the six months ended June 30, 2015. On February 2, 2015, an aggregate of $160,550 of related party notes payable and $431 of interest was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 2,299,729 shares of common stock to Mr. Giguiere. Piggyback registration rights apply to these shares. The fair value of the common stock issued was $0.12 per share ($275,738). The Company recorded the difference between the related notes payable and accrued interest and the fair value of the shares issued of $114,757 as stock-based compensation during the six months ended June 30, 2015. Alan Johnson On February 2, 2015, we entered into Amendment No. 2 to the November 21, 2012 Employment Services Agreement, as amended on March 10, 2014, between us and Alan Johnson, our Chief Corporate Development Officer. The amendment reduced Mr. Johnson's base annual salary from $180,000 to $1, clarified the provision under which we can issue bonuses to Mr. Johnson, and provided for the issuance of 2,000,000 shares of our common stock (which were granted piggyback registration rights) and 1,000,000 stock options to Mr. Johnson upon execution of the amendment. The stock options were issued under our 2015 Equity Incentive Plan as non-statutory stock options. The stock options have a ten-year term and are exercisable for the purchase of 1,000,000 shares of our common stock at a price of $0.10 per share. The stock options vest monthly and ratably over the 36-month period commencing upon issuance. The fair value of the 2,000,000 shares of common stock issued was $0.12 per share ($239,800). During the six months ended June 30, 2015, the Company recorded stock-based compensation of $239,800 in connection with the issuance of these shares. On February 2, 2015, $339,750 in accrued salary due to Alan Johnson was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 4,853,571 shares of common stock to Mr. Johnson. Piggyback registration rights apply to these shares. The fair value of the common stock issued was $0.12 per share ($581,943). The Company recorded the difference between the accrued salary and the fair value of the shares issued of $242,193 as stock-based compensation during the six months ended June 30, 2015. On February 2, 2015, an aggregate of $159,842 of related party notes payable and $1,139 of interest was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 2,299,729 shares of common stock to Mr. Johnson. Piggyback registration rights apply to these shares. The fair value of the common stock issued was $0.12 per share ($275,738). The Company recorded the difference between the related notes payable and accrued interest and the fair value of the shares issued of $114,757 as stock-based compensation during the six months ended June 30, 2015. Mike Rountree On February 2, 2015, we entered into Amendment No. 1 to the March 10, 2014 Employment Services agreement between us and Michael Rountree, our Chief Financial Officer and Treasurer. The Amendment reduced Mr. Rountree's base annual salary from $180,000 to $1, clarified the provision under which we can issue bonuses to Mr. Rountree and provided for the issuance of 2,000,000 shares of our common stock (which were granted piggyback registration rights) and 1,000,000 stock options to Mr. Rountree upon execution of the amendment. The stock options were issued under our 2015 Equity Incentive Plan as non-statutory stock options. The stock options have a ten-year term and are exercisable for the purchase of 1,000,000 shares of our common stock at a price of $0.10 per share. The stock options vest monthly and ratably over the 36 month period commencing upon issuance. The fair value of the 2,000,000 shares of common stock issued was $0.12 per share ($239,800). During the six months ended June 30, 2015, the Company recorded stock-based compensation of $239,800 in connection with the issuance of these shares. On February 2, 2015, $227,435 in accrued salary due to Michael Rountree, our Treasurer and Chief Financial Officer, was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 3,249,071 shares of common stock to Mr. Rountree. Piggyback registration rights apply to these shares. The fair value of the common stock issued was $0.12 per share ($389,564). The Company recorded the difference between the accrued salary and the fair value of the shares issued of $162,129 as stock-based compensation during the six months ended June 30, 2015. On February 2, 2015, an aggregate of $40,000 of related party notes payable and $143 of interest was converted into shares of our restricted common stock at a conversion price of $0.07 per share resulting in the issuance of 573,471 shares of common stock to Mr. Rountree. Piggyback registration rights apply to these shares. The fair value of the common stock issued was $0.12 per share ($68,759). The Company recorded the difference between the related notes payable and accrued interest and the fair value of the shares issued of $28,616 as stock-based compensation during the six months ended June 30, 2015. Other issuances of common stock for services The Company issued 3,400,000 shares of common stock in aggregate for consulting services during the six months ended June 30, 2015 and recorded stock-based compensation of $399,300 based on the grant date fair value of the common shares issued. Common stock payable At June 30, 2015, the Company owed two entities 8,000,000 shares for services provided to the Company. The Company recorded the common stock payable based on the grant date fair value of the common stock of $128,000. Series A Preferred Stock issued for services On June 3, 2015, the Company issued 1,000,000 shares of the Company's Series A preferred stock to a Director of the Company for services. Each share of Series A preferred stock shall have 1,000 votes on the election of their directors and for all other purposes. The Series A preferred stock is not convertible to common stock and has no dividend rights or liquidation preference. The Company obtained a third party valuation of the preferred stock and recorded stock-based compensation of $920,800 during the six months ended June 30, 2015. 2015 Equity Incentive Plan On February 2, 2015, our board of directors approved our 2015 Equity Incentive Plan. Our shareholders have yet to approve the 2015 Equity Incentive Plan and unless they do so prior to February 2, 2016, we will not be able to issue incentive stock options under the 2015 Equity Incentive Plan. A total of 11,000,000 shares of our common stock are reserved for issuance under the 2015 Plan. If an incentive award granted under the 2015 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2015 Plan. Shares issued under the 2015 Plan through the settlement, assumption or substitution of outstanding awards or obligations to grant future awards as a condition of acquiring another entity are not expected to reduce the maximum number of shares available under the 2015 Plan. In addition, the number of shares of common stock subject to the 2015 Plan and the number of shares and terms of any incentive award are subject to adjustment in the event of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction. The compensation committee of the Board, or the Board in the absence of such a committee, will administer the 2015 Plan and grants made thereunder. Subject to the terms of the 2015 Plan, the compensation committee has complete authority and discretion to determine the terms of awards under the 2015 Plan. Any officer or other employee of the Company or its affiliates, or an individual that the Company or an affiliate has engaged to become an officer or employee, or a consultant or advisor who provides services to the Company or its affiliates, including a non-employee director of the Board, is eligible to receive awards under the 2015 Plan. Our Board of Directors or if then in place, the compensation committee of our Board of Directors, may amend, suspend or terminate the 2015 Plan without stockholder approval or ratification at any time or from time to time. No change may be made that increases the total number of shares of our common stock reserved for issuance under the 2015 Plan or reduces the minimum exercise price for options or exchange of options for other incentive awards. Unless sooner terminated, the 2015 Plan terminates ten years after the date on which it was adopted. Stock Option Awards On February 2, 2015, ten-year non-statutory stock options to purchase an aggregate of 6,950,000 shares of our common stock, vesting monthly and ratably over the 36 month period commencing upon issuance on the first day of each month during the vesting period with an initial vesting date of March 1, 2015 and a final vesting date of February 1, 2018 and an exercise price of $0.10 per share were issued under the 2015 Equity Incentive Plan to our employees. The options have a 10-year term. The stock price on the grant date was $0.03 per share. As a result, the intrinsic value for these options on the grant date was $0. The fair value of these options was $816,037 and was valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 1.68%, (2) term of 10 years, (3) expected stock volatility of 176%, and (4) expected dividend rate of 0%. A summary of stock option activity is presented below: Number of Shares Weighted-average Exercise Price Weighted-average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2014 2,583,744 $ 0.81 $ - Granted 6,950,000 $ 0.10 Cancelled/Expired (402,528 ) $ 0.41 Outstanding at June 30, 2015 9,131,216 $ 0.29 9.23 $ - Exercisable at June 30, 2015 2,535,157 $ 0.50 8.65 $ - During the six months ended June 30, 2015 and 2014, the Company recognized stock-based compensation expense of $868,693 and $1,505,783, respectively, related to stock options. As of June 30, 2015, there was $1,278,837 of total unrecognized compensation cost related to non-vested stock options. Warrant Awards On May 19, 2015, the Company issued warrants to a third party to purchase 250,000 shares of its common stock granted with an exercise price of $0.1083 per share. The stock price on the grant date was $0.11 per share. As a result, the intrinsic value for these warrants on the grant date was $0. The fair value of these warrants was approximately $23,284 and was valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 1.01%, (2) term of 3 years, (3) expected stock volatility of 163.47%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. In March 2015, the Company issued 500,000 shares of common stock and 500,000 warrants to an investor for cash proceeds of $25,000. The warrants have a 10-year term and have an exercise price of $0.10 per share. The stock price on the grant date was $0.06 per share. As a result, the intrinsic value for these warrants on the grant date was $0. The fair value of these warrants was $29,000 and was valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 1.98%, (2) term of 10 years, (3) expected stock volatility of 147%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. In February 2015, the 7 members of our Advisory Board were each issued a ten-year warrant to purchase 100,000 shares of our common stock at an exercise price of $0.10 per share resulting in the issuance of an aggregate of 700,000 warrants. The stock price on the grant date was $0.12 per share. As a result, the aggregate intrinsic value for these warrants on the grant date was $1,400. The fair value of these warrants was $82,650 and was valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 1.68%, (2) term of 10 years, (3) expected stock volatility of 148%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. In February 2015, 11 advisors/consultants were each issued a ten-year warrant to purchase 100,000 shares of our common stock at an exercise price of $0.10 per share resulting in the issuance of an aggregate of 1,100,000 warrants. The stock price on the grant date was $0.12 per share. As a result, the aggregate intrinsic value for these warrants on the grant date was $2,200. The fair value of these warrants was $129,880 and was valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 1.68%, (2) term of 10 years, (3) expected stock volatility of 148%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. In January 2015, a lender (FireRock) was issued 500,000 warrants in connection with the issuance of a convertible note agreement. The warrants have a 5-year term and have an exercise price of $0.10 per share. The stock price on the grant date was $0.10 per share. As a result, the intrinsic value for these warrants on the grant date was $0. The fair value of these warrants was $38,774 and was valued on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 1.29%, (2) term of 5 years, (3) expected stock volatility of 107%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. A summary of warrant activity is presented below: Number of Shares Weighted-average Exercise Price Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2014 3,760,831 $ 0.75 - - Granted 3,050,000 $ 0.10 - - Warrants issued pursuant to anti-dilution adjustments 5,015,621 $ 0.48 - - Exercised - $ - - - Expired/Forfeited (250,000 ) $ 1.00 - - Outstanding and exercisable at June 30, 2015 11,576,452 $ 0.37 7.54 $ 7,500 |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 8. COMMITMENTS | Consulting Agreements During August 2014, the Company entered into a 2-year consulting services agreement with an individual. Pursuant to the agreement, the individual will be paid $50,000 per year. In connection with the consulting services agreement, the individual assigned to the Company all of the assets owned by the individual related to the individual's business operations being conducted through the name Gift Ya Now including, but not limited to, software code base, original design / creative elements, domain name and all strategic business relationships. The assets assigned to the Company had a fair value of $0. On October 28, 2014, the Company entered into a consulting agreement with OTC Media, LLC ("OTC Media") pursuant to which OTC Media provides us with investor and public relations services. The services may include public relations and direct mail campaigns. In connection therewith, we pay OTC Media a service fee equal to 20% of the cost of the campaigns together with reimbursement for the cost of the campaigns. The consulting agreement is in effect until December 31, 2015 and is subject to renewal. On May 19, 2015, the Company entered into a twelve (12) month consulting agreement with VC Advisors ("VC") pursuant to which VC provides us with financial consulting services on a non-exclusive basis. The services may be related to corporate finance matters, joint ventures and financial strategies. In connection therewith, we pay VC a service fee equal to $15,000 per month, payable in cash or common stock. Employment Agreements The Company signed an employment agreement with its Chief Financial Officer. Pursuant to the agreement, in the event the Chief Financial Officer is terminated without cause, the CFO will be entitled to receive all compensation, including any bonus payments, accrued through the date of termination together with all compensation, including bonus payments, earned through the severance period which is defined as a period of 18 months from termination if more than 18 months remain on the term of the employment agreement at the time of termination or as a period of 12 months from termination, if less than 18 months remain on the term of the employment agreement at the time of termination. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 9. FAIR VALUE MEASUREMENTS | The following table sets forth, by level within the fair value hierarchy, the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2015: Quoted Prices In Active Significant Total Markets for Other Significant Carrying Identical Observable Unobservable Value as of Assets Inputs Inputs June 30, Description (Level 1) (Level 2) (Level 3) 2015 Warrant derivatives $ - $ - $ 134,915 $ 134,915 Variable conversion features convertible debt derivatives $ - $ - $ 1,489,907 $ 1,489,907 $ - $ - $ 1,624,822 $ 1,624,822 The following table sets forth, by level within the fair value hierarchy, the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2014: Quoted Prices In Active Significant Total Markets for Other Significant Carrying Identical Observable Unobservable Value as of Assets Inputs Inputs June 30, Description (Level 1) (Level 2) (Level 3) 2014 Derivative liabilities - warrant instruments $ - $ - $ 3,837,638 $ 3,837,638 The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as level 3 in the fair value hierarchy: Significant Unobservable Inputs (Level 3) Six Months Ended June 30, 2015 2014 Beginning balance $ 505,193 $ - Additions 1,019,521 449,624 Debt conversion/extinguishment (322,172 ) - Change in fair value 422,280 3,388,014 Ending balance $ 1,624,822 $ 3,837,638 Change in unrealized gain included in earnings $ 422,280 $ 3,388,014 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 10. SUBSEQUENT EVENTS | Debt issuances RDW Capital On July 10, 2015, the Company issued to RDW Capital, LLC ("RDW") a 10% convertible promissory note in the principal amount of $100,000 due January 2016. The note is convertible by RDW, at its option, any time after 180 days from issuance at a conversion price equal to 60% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which RDW provides us with a conversion notice. The note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. VGI On July 13, 2015, we issued to VGI, an 8% convertible promissory note in the principal amount of $79,000 due April 2016. The note is convertible by VGI, at its option, any time after 180 days from issuance at a conversion price equal to 58% of the average of the three lowest trading prices for our common stock during the twenty-day trading period prior to the date on which VGI provides us with a conversion notice. The note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. LG Capital Funding On July 20, 2015, the Company issued to LG an 8% convertible promissory note in the principal amount of $86,225 due July 2016. The note is convertible by LG, at its option, any time after 180 days from issuance at a conversion price equal to 62% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which LG provides us with a conversion notice. The note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. Carebourn Capital On July 30, 2015, the Company issued Carebourn Capital, L.P. ("Carebourn") a 10% convertible promissory note in the principal amount of $101,800 due July 2016. The note is convertible by Carebourn, at its option, any time after 180 days from issuance at a conversion price equal to 50% of the lowest trading prices for our common stock during the twenty-day trading period prior to the date on which Carebourn provides us with a conversion notice. The note becomes immediately due and payable upon the occurrence of certain events of default and subjects us to significant default penalties. Conversion of convertible debt into common stock During July and August 2015, the Company's lenders converted $523,451 of principal into 237,113,250 shares of common stock of the Company. Increase in authorized shares of the Company On August 8, 2015, the Company authorized the Board of Directors of the Company to amend its certificate of incorporation to increase the number of authorized shares of the Company to 2,000,000,000 shares. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The accompanying unaudited interim consolidated financial statements of Eventure Interactive, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent year ended December 31, 2014, as reported in Form 10-K, have been omitted. |
Principles of Consolidation | The financial statements include the accounts of the Company and its subsidiary. Intercompany transactions and balances have been eliminated. |
Use of Estimates and Assumptions | The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Basic and Diluted Loss Per Common Share | Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per common share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per common share excludes all potential common shares if their effect is anti-dilutive. Since the Company is in a loss position, it has excluded stock options and warrants from its calculation of diluted net loss per common share. At June 30, 2015, the Company had 9,131,216 stock options and 11,576,452 warrants and 104,392,929 shares issuable upon the conversion of convertible debt that would have been included in its calculation of diluted net loss per common share if they were not anti-dilutive. |
Software Development Costs | Costs incurred in the research and development of new software products are expensed as incurred until technological feasibility has been established. After technological feasibility is established, any additional costs are capitalized in accordance with authoritative guidance until the product is available for general release. |
Fixed Assets | Fixed assets are stated at cost and depreciated using the straight-line method over the estimated useful life of the asset. The Company's fixed assets are comprised of computer equipment and the estimated life of computer equipment is three years. |
Derivative Liabilities | The Company reviews the terms of the common stock, convertible debt and warrants it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a Black-Scholes model for valuation of the derivative instrument. |
Stock-Based Compensation | The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method. |
Fair Value Measurements | As defined in FASB ASC Topic No. 820 10, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC Topic No. 820 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). The Company's valuation models are primarily industry standard models. Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The estimated fair value of the derivative liabilities were calculated using the Black Scholes model. |
New Accounting Pronouncements | The Company's management does not believe that any other recently issued pronouncements will have a material effect on the Company's financial statements. |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Convertible Notes Payable Tables | |
Summary of Convertible debt with a variable conversion feature | Convertible debt with a variable conversion feature consists of the following as of June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 LG $ 95,000 $ 110,000 KBM - 64,000 JMJ 76,134 55,556 Tangiers 55,000 FireRock 137,500 Adar Bays 44,000 Union Capital 44,000 River North Equity 52,500 Crown Bridge Partners 115,250 Peak One 70,000 JSJ Investments 50,000 EMA Financial 75,000 SBI Investments 350,000 Total convertible notes payable $ 1,164,384 $ 229,556 Less: debt discount (872,976 ) (223,556 ) Convertible notes payable, net 291,408 6,000 Less: current portion (286,588 ) (6,000 ) Long-term portion $ 4,820 $ Following is a summary of the debt discount for each of the convertible notes: Noteholder December 31, 2014 Discount Debt Extinguishment Expense June 30, 2015 LG $ 105,200 $ - $ (7,500 ) $ (45,536 ) $ 52,164 KBM 62,800 48,000 (42,705 ) (68,095 ) - JMJ 55,556 27,778 (7,100 ) (4,220 ) 72,014 Tangiers - 55,000 - (23,808 ) 31,192 FireRock - 126,385 - (122,195 ) 4,190 Adar Bays - 44,000 - (18,840 ) 25,160 Union Capital - 44,000 - (14,306 ) 29,694 River North Equity - 52,500 - (14,918 ) 37,582 VGI - 48,000 (32,552 ) (15,448 ) - Crown Bridge Partners - 158,500 (46,092 ) (17,791 ) 94,617 Peak One - 70,000 - (700 ) 69,300 JSJ Investments - 50,000 - (7,609 ) 42,391 EMA Financial - 75,000 - (5,943 ) 69,057 Rider Capital - 50,000 (50,000 ) - - SBI Investments - 350,000 - (4,385 ) 345,615 Total $ 223,556 $ 1,199,663 $ (185,949 ) $ (363,794 ) $ 872,976 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Liabilities Tables | |
Schedule of Derivative warrant liabilities | Activity for derivative warrant liabilities during the six months ended June 30, 2015 was as follows: Balance at December 31, 2014 $ 269,929 Initial valuation of derivative liabilities upon issuance of new warrants Decrease in fair value of derivative liability (135,014 ) Balance at June 30, 2015 $ 134,915 |
Summary of Derivative conversion feature on convertible debt | Activity for derivative liabilities related to the variable conversion features on convertible debt during the six months ended June 30, 2015 was as follows: Lender Balance at December 31, 2014 Initial valuation of derivative liabilities upon issuance of variable feature convertible notes Debt extinguishment /conversions Change in fair value of derivative liability Balance at June 30, 2015 LG $ 110,867 $ - $ (16,721 ) $ 8,383 $ 102,529 JMJ 58,115 25,000 (9,413 ) 23,246 96,948 KBM 66,282 45,000 (78,912 ) (32,370 ) - FireRock - 100,271 - (36,389 ) 63,882 Tangiers - 50,000 - 25,568 75,568 Adar Bays - 37,500 - 10,963 48,463 Union Capital - 38,000 - 14,551 52,551 River North Equity - 44,750 - 20,835 65,585 VGI - 48,000 (49,533 ) 4,533 - Crown Bridge - 140,000 (78,097 ) 109,530 171,433 Peak One - 48,500 - 42858 91,358 JSJ Investments - 44,000 - 21,737 65,737 EMA Financial - 71,500 - 45,517 117,017 Rider Capital - 50,000 (89,496 ) 39,496 - SBI Investments - 280,000 - 258,836 538,836 Total $ 235,264 $ 1,019,521 $ (322,172 ) $ 550,294 $ 1,489,907 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders Equity Tables | |
Schedule Of Stock Option Awards | A summary of stock option activity is presented below: Number of Shares Weighted-average Exercise Price Weighted-average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2014 2,583,744 $ 0.81 $ - Granted 6,950,000 $ 0.10 Cancelled/Expired (402,528 ) $ 0.41 Outstanding at June 30, 2015 9,131,216 $ 0.29 9.23 $ - Exercisable at June 30, 2015 2,535,157 $ 0.50 8.65 $ - |
Schedule Of Warrant Awards | A summary of warrant activity is presented below: Number of Shares Weighted-average Exercise Price Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2014 3,760,831 $ 0.75 - - Granted 3,050,000 $ 0.10 - - Warrants issued pursuant to anti-dilution adjustments 5,015,621 $ 0.48 - - Exercised - $ - - - Expired/Forfeited (250,000 ) $ 1.00 - - Outstanding and exercisable at June 30, 2015 11,576,452 $ 0.37 7.54 $ 7,500 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth, by level within the fair value hierarchy, the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2015: Quoted Prices In Active Significant Total Markets for Other Significant Carrying Identical Observable Unobservable Value as of Assets Inputs Inputs June 30, Description (Level 1) (Level 2) (Level 3) 2015 Warrant derivatives $ - $ - $ 134,915 $ 134,915 Variable conversion features convertible debt derivatives $ - $ - $ 1,489,907 $ 1,489,907 $ - $ - $ 1,624,822 $ 1,624,822 The following table sets forth, by level within the fair value hierarchy, the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2014: Quoted Prices In Active Significant Total Markets for Other Significant Carrying Identical Observable Unobservable Value as of Assets Inputs Inputs June 30, Description (Level 1) (Level 2) (Level 3) 2014 Derivative liabilities - warrant instruments $ - $ - $ 3,837,638 $ 3,837,638 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a reconciliation of changes in the fair value of financial liabilities classified as level 3 in the fair value hierarchy: Significant Unobservable Inputs (Level 3) Six Months Ended June 30, 2015 2014 Beginning balance $ 505,193 $ - Additions 1,019,521 449,624 Debt conversion/extinguishment (322,172 ) - Change in fair value 422,280 3,388,014 Ending balance $ 1,624,822 $ 3,837,638 Change in unrealized gain included in earnings $ 422,280 $ 3,388,014 |
ORGANIZATION AND BUSINESS OPE21
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) | Jun. 30, 2015USD ($) |
Organization And Business Operations Details Narrative | |
Development Stage Enterprise, Deficit Accumulated During Development Stage | $ 34,738,626 |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2015shares | |
Convertible Debt [Member] | |
Significant Accounting Policies [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 104,392,929 |
Warrant [Member] | |
Significant Accounting Policies [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,576,452 |
Employee Stock Option [Member] | |
Significant Accounting Policies [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,131,216 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Repayments of Related Party Debt | $ 108,650 | $ 120,107 | |
Immediate Family Member of Management or Principal Owner [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Fund Owes | $ 50,000 | $ 50,000 | |
Related Party Transaction, Rate | 1.00% | ||
Board of Directors Chairman [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Payables | $ 41,845 | ||
Due to Officers or Stockholders | $ 10,050 | 190,250 | |
Related Party Transaction, Rate | 1.00% | ||
Repayments of Related Party Debt | $ 98,650 | ||
Chief Financial Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Payables | 109,150 | ||
Due to Officers or Stockholders | $ 40,000 | 40,000 | |
Related Party Transaction, Rate | 1.00% | ||
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Fund Owes | $ 101,099 | ||
Due to Officers or Stockholders | $ 115,158 | $ 275,000 | |
Related Party Transaction, Rate | 1.00% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes Payable, Current | $ 50,000 | $ 147,111 |
Notes Payable, Other Payables [Member] | ||
Proceeds from Notes Payable | 45,000 | |
Promissory Note [Member] | ||
Proceeds from Notes Payable | 50,000 | |
Interest Expense, Debt | $ 5,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,164,384 | $ 229,556 |
Less: debt discount | (872,976) | (223,556) |
Convertible notes payable, net | 291,408 | 6,000 |
Less: current portion | (286,588) | $ (6,000) |
Long-term portion | 4,820 | |
LG | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 95,000 | $ 110,000 |
KBM | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 64,000 | |
JMJ | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 76,134 | $ 55,556 |
Tangiers | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 55,000 | |
Firerock | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 137,500 | |
Adar Bays | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 44,000 | |
Union Capital | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 44,000 | |
River North Equity | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 52,500 | |
Crown Bridge Partners | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 115,250 | |
Peak One | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 70,000 | |
JSJ Investments | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 50,000 | |
EMA Financial | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 75,000 | |
SBI Investments | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 350,000 |
CONVERTIBLE NOTES PAYABLE (De26
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Convertible Notes Payable | $ 872,976 | $ 223,556 |
Discount | 1,199,663 | |
Debt Extinguishment | (185,949) | |
Expense | (363,794) | |
LG | ||
Convertible Notes Payable | $ 52,164 | 105,200 |
Discount | ||
Debt Extinguishment | $ (7,500) | |
Expense | $ (45,536) | |
KBM | ||
Convertible Notes Payable | 62,800 | |
Discount | $ 48,000 | |
Debt Extinguishment | (42,705) | |
Expense | (68,095) | |
JMJ | ||
Convertible Notes Payable | 72,014 | $ 55,556 |
Discount | 27,778 | |
Debt Extinguishment | (7,100) | |
Expense | (4,220) | |
Tangiers | ||
Convertible Notes Payable | 31,192 | |
Discount | $ 55,000 | |
Debt Extinguishment | ||
Expense | $ (23,808) | |
Firerock | ||
Convertible Notes Payable | 4,190 | |
Discount | $ 126,385 | |
Debt Extinguishment | ||
Expense | $ (122,195) | |
Adar Bays | ||
Convertible Notes Payable | 25,160 | |
Discount | $ 44,000 | |
Debt Extinguishment | ||
Expense | $ (18,840) | |
Union Capital | ||
Convertible Notes Payable | 29,694 | |
Discount | $ 44,000 | |
Debt Extinguishment | ||
Expense | $ (14,306) | |
River North Equity | ||
Convertible Notes Payable | 37,582 | |
Discount | $ 52,500 | |
Debt Extinguishment | ||
Expense | $ (14,918) | |
VGI | ||
Convertible Notes Payable | ||
Discount | $ 48,000 | |
Debt Extinguishment | (32,552) | |
Expense | (15,448) | |
Crown Bridge Partners | ||
Convertible Notes Payable | 94,617 | |
Discount | 158,500 | |
Debt Extinguishment | (46,092) | |
Expense | (17,791) | |
Peak One | ||
Convertible Notes Payable | 69,300 | |
Discount | $ 70,000 | |
Debt Extinguishment | ||
Expense | $ (700) | |
JSJ Investments | ||
Convertible Notes Payable | 42,391 | |
Discount | $ 50,000 | |
Debt Extinguishment | ||
Expense | $ (7,609) | |
EMA Financial | ||
Convertible Notes Payable | 69,057 | |
Discount | $ 75,000 | |
Debt Extinguishment | ||
Expense | $ (5,943) | |
Rider Capital | ||
Convertible Notes Payable | ||
Discount | $ 50,000 | |
Debt Extinguishment | $ (50,000) | |
Expense | ||
SBI Investments | ||
Convertible Notes Payable | $ 345,615 | |
Discount | $ 350,000 | |
Debt Extinguishment | ||
Expense | $ (4,385) |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Beginning Balance | $ 235,264 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 1,019,521 |
Change in fair value of derivative liability | 550,294 |
Ending Balance | 1,489,907 |
Warrant [Member] | |
Beginning Balance | $ 269,929 |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | |
Change in fair value of derivative liability | $ (135,014) |
Ending Balance | $ 134,915 |
DERIVATIVE LIABILITIES (Detai28
DERIVATIVE LIABILITIES (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 235,264 | |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 1,019,521 | |
Debt extinguishment | (322,172) | |
Change in fair value of derivative liability | 550,294 | |
Ending Balance | 1,489,907 | |
LG | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 110,867 | |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | ||
Debt extinguishment | $ (16,721) | |
Change in fair value of derivative liability | 8,383 | |
Ending Balance | 102,529 | |
JMJ | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 58,115 | |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 25,000 | |
Debt extinguishment | (9,413) | |
Change in fair value of derivative liability | 23,246 | |
Ending Balance | 96,948 | |
KBM | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 66,282 | |
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | 45,000 | |
Debt extinguishment | (78,912) | |
Change in fair value of derivative liability | $ (32,370) | |
Ending Balance | ||
Firerock | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 100,271 | |
Debt extinguishment | ||
Change in fair value of derivative liability | $ (36,389) | |
Ending Balance | $ 63,882 | |
Tangiers | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 50,000 | |
Debt extinguishment | ||
Change in fair value of derivative liability | $ 25,568 | |
Ending Balance | $ 75,568 | |
Adar Bays | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 37,500 | |
Debt extinguishment | ||
Change in fair value of derivative liability | $ 10,963 | |
Ending Balance | $ 48,463 | |
Union Capital | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 38,000 | |
Debt extinguishment | ||
Change in fair value of derivative liability | $ 14,551 | |
Ending Balance | $ 52,551 | |
River North Equity | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 44,750 | |
Debt extinguishment | ||
Change in fair value of derivative liability | $ 20,835 | |
Ending Balance | $ 65,585 | |
VGI | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 48,000 | |
Debt extinguishment | (49,533) | |
Change in fair value of derivative liability | $ 4,533 | |
Ending Balance | ||
Crown Bridge Partners | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 140,000 | |
Debt extinguishment | (78,097) | |
Change in fair value of derivative liability | 109,530 | |
Ending Balance | $ 171,433 | |
Peak One | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 48,500 | |
Debt extinguishment | ||
Change in fair value of derivative liability | $ 42,858 | |
Ending Balance | $ 91,358 | |
JSJ Investments | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 44,000 | |
Debt extinguishment | ||
Change in fair value of derivative liability | $ 21,737 | |
Ending Balance | $ 65,737 | |
EMA Financial | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 71,500 | |
Debt extinguishment | ||
Change in fair value of derivative liability | $ 45,517 | |
Ending Balance | $ 117,017 | |
Rider Capital | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 50,000 | |
Debt extinguishment | (89,496) | |
Change in fair value of derivative liability | $ 39,496 | |
Ending Balance | ||
SBI Investments | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | ||
Initial valuation of derivative liabilities upon issuance of variable feature convertible notes during the year | $ 280,000 | |
Debt extinguishment | ||
Change in fair value of derivative liability | $ 258,836 | |
Ending Balance | $ 538,836 |
DERIVATIVE LIABILITIES (Detai29
DERIVATIVE LIABILITIES (Details Narrative) - Jun. 30, 2015 - $ / shares | Total |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
SharePrice | $ 0.02 |
Fair Value Assumptions, Risk Free Interest Rate | 0.28% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value Assumptions, Expected Term | 2 months 12 days |
Fair Value Assumptions, Weighted Average Volatility Rate | 125.00% |
Maximum [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value Assumptions, Expected Term | 2 years 10 months 13 days |
Fair Value Assumptions, Weighted Average Volatility Rate | 330.00% |
2015 Convertible Notes [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
2015 Convertible Notes [Member] | Minimum [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
SharePrice | $ 0.03 |
Fair Value Assumptions, Risk Free Interest Rate | 0.17% |
Fair Value Assumptions, Expected Term | 6 months |
Fair Value Assumptions, Weighted Average Volatility Rate | 120.00% |
2015 Convertible Notes [Member] | Maximum [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
SharePrice | $ 0.11 |
Fair Value Assumptions, Risk Free Interest Rate | 0.29% |
Fair Value Assumptions, Expected Term | 3 years |
Fair Value Assumptions, Weighted Average Volatility Rate | 213.00% |
Warrant [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
SharePrice | $ 0.02 |
Fair Value Assumptions, Risk Free Interest Rate | 2.07% |
Fair Value Assumptions, Expected Term | 7 years |
Fair Value Assumptions, Weighted Average Volatility Rate | 177.00% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Jun. 30, 2015 - USD ($) None in scaling factor is -9223372036854775296 | Total |
Stockholders Equity Details | |
Number of Shares, Outstanding at December 31, 2014 | 2,583,744 |
Number of Shares, Granted | 6,950,000 |
Number of Shares, Cancelled/Expired | (402,528) |
Number of Shares, Outstanding at June 30, 2015 | 9,131,216 |
Number of Shares, Exercisable at June 30, 2015 | 2,535,157 |
Weighted-average Exercise Price, Outstanding at December 31, 2014 | $ 0.81 |
Weighted-average Exercise Price, Granted | 0.1 |
Weighted-average Exercise Price, Cancelled/Expired | 0.41 |
Weighted-average Exercise Price, Outstanding at June 30, 2015 | 0.29 |
Weighted-average Exercise Price, Exercisable at June 30, 2015 | $ 0.5 |
Weighted-average Remaining Contractual Term (years), Outstanding at June 30, 2015 | 9 years 2 months 23 days |
Weighted-average Remaining Contractual Term (years), Exercisable at June 30, 2015 | 8 years 7 months 24 days |
Agreegate Intrinsic value, Outstanding at December 31, 2014 | |
Agreegate Intrinsic value, Outstanding at June 30, 2015 | |
Agreegate Intrinsic value, Exercisable at June 30, 2015 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - 6 months ended Jun. 30, 2015 - USD ($) | Total |
Stockholders Equity Details 1 | |
Numbers of Shares, Outstanding | 3,760,831 |
Numbers of Shares, Granted | 3,050,000 |
Numbers of Share, Warrants issued pursuant to anti-dilution adjustments | 5,015,621 |
Numbers of Shares, Exercised | |
Numbers of Shares, Expired/Forfeited | (250,000) |
Numbers of Shares Outstanding and exercisable, Ending | 11,576,452 |
Weighted-average Exercise Price, Outstanding | $ 0.75 |
Weighted-average Exercise Price, Granted | 0.1 |
Weighted-average Exercise Price, Warrants issued pursuant to anti-dilution adjustments | $ 0.48 |
Weighted-average Exercise Price, Exercised | |
Weighted-average Exercise Price, Expired/Forfeited | $ 1 |
Weighted-average Exercise Price of Outstanding and exercisable, Ending | $ 0.37 |
Weighted-average Remaining Contractual Term (years), Outstanding and exercisable, Ending | 7 years 6 months 15 days |
Aggregate Intrinsic Value Outstanding and exercisable, Ending | $ 7,500 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Stock Issued During Period, Shares | 600,000 | ||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 17,000 | ||
Proceeds from sale of common stock | 308,000 | $ 1,275,000 | |
Share-based Compensation | $ 4,496,612 | 17,801,575 | |
Stock Issued During Period, Shares, Issued for Services | 8,000,000 | ||
Common stock payable | $ 128,000 | ||
Unrecognized compensation | 1,278,837 | ||
Aladdin Trading, LLC [Member] | |||
Proceeds from sale of common stock | 258,000 | ||
Gannon Giguiere [Member] | |||
Share-based Compensation | 250,213 | ||
Gannon Giguiere One [Member] | |||
Share-based Compensation | 114,757 | ||
Alan Johnson [Member] | |||
Share-based Compensation | 239,800 | ||
Alan Johnson One [Member] | |||
Share-based Compensation | 242,193 | ||
Alan Johnson Two [Member] | |||
Share-based Compensation | 114,757 | ||
Michael Rountree [Member] | |||
Share-based Compensation | 239,800 | ||
Michael Rountree One [Member] | |||
Share-based Compensation | 162,129 | ||
Michael Rountree Two [Member] | |||
Share-based Compensation | $ 28,616 | ||
Consulting Services [Member] | |||
Stock Issued During Period, Shares | 3,400,000 | ||
Share-based Compensation | $ 399,300 | ||
Series A Preferred Stock [Member] | |||
Share-based Compensation | 920,800 | ||
Stock Options [Member] | |||
Share-based Compensation | $ 868,693 | $ 1,505,783 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | $ 1,624,822 | $ 3,837,638 |
Warrant [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 134,915 | |
Convertible Debt Securities [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | $ 1,489,907 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | ||
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | ||
Fair Value, Inputs, Level 1 [Member] | Convertible Debt Securities [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | ||
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | ||
Fair Value, Inputs, Level 2 [Member] | Convertible Debt Securities [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | $ 1,624,822 | $ 3,837,638 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | 134,915 | |
Fair Value, Inputs, Level 3 [Member] | Convertible Debt Securities [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Derivative liabilities - warrant instruments | $ 1,489,907 |
FAIR VALUE MEASUREMENTS (Deta34
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value Measurements Details 1 | ||
Beginning balance | $ 505,193 | |
Additions | 1,019,521 | $ 449,624 |
Debt conversion/extinguishment | (322,172) | |
Change in fair value | 422,280 | $ 3,388,014 |
Ending balance | 1,624,822 | 3,837,638 |
Change in unrealized gain included in earnings | $ 422,280 | $ 3,388,014 |
Uncategorized Items - evti-2015
Label | Element | Value |
Net loss | us-gaap_NetIncomeLoss | $ (2,653,711) |
Net loss | us-gaap_NetIncomeLoss | (6,108,130) |
Change in fair value of derivative liabilities | us-gaap_UnrealizedGainLossOnDerivatives | (3,388,014) |
Change in fair value of derivative liabilities | us-gaap_UnrealizedGainLossOnDerivatives | $ (402,483) |
Gain on debt extinguishment | us-gaap_GainsLossesOnExtinguishmentOfDebt | |
Gain on debt extinguishment | us-gaap_GainsLossesOnExtinguishmentOfDebt | $ 1,363 |