Debt | Note 5 - Debt (A) Accounts payable related parties The following table represents the accounts payable to related parties as of June 30, 2015 and December 31, 2014, respectively: 6/30/2015 12/31/2014 Salaries $ 451,428 $ 353,913 Expenses 26,734 7,071 $ 478,162 $ 360,984 As discussed in note No. 5(C), the Company converted $324,475 of related party accounts payable into a convertible loan during the year ended December 31, 2013. (B) Related party short term loans payable The Company received loans from its officers and directors. The loans are non-interest bearing, unsecured and due on demand. The following table represents the loans payable activity as of June 30, 2015 and as of December 31, 2014, respectively: Loans payable related party December 31, 2014 $ 58,595 Proceeds from loans 42,922 Repayments - Loans payable related party June 30, 2015 $ 101,517 (C) Related party short term convertible notes The Company had accrued salary to the officers and directors of the Company based on the terms of the employment agreements entered into with each officer. As at December 31, 2012, $209,475 was due to the Chief Executive Officer and $115,000 was due to the Chief Financial Officer. During the quarter ended March 31, 2013, the Company converted these amounts to Convertible Loans Payable. These amounts had a term of two years from March 31, 2013 and were repayable on demand having accrued interest at 10% on the loan period. The agreements also gave an option to the officers of the Company to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share. On November 15, 2014, the board of directors agreed to modify the conversion terms of the loan and extend the term until December 31, 2015. The new conversion terms are as follows: 50% of the average 10 day closing price prior to the conversion. This modification caused the initial notes to be deemed extinguished. The company has accounted for the corresponding debt discount, derivate liability and gain on extinguishment attached to these notes. During the six months ending on June 30, 2015, a total interest of $15,183 was accrued and a total of $132,993 debt discount was amortized leaving an unamortized balance of $135,196. The fair value of derivative liability as on June 30, 2015 is recorded at $652,153, thereby recognizing a net loss on derivative liability for the six months ending on June 30, 2015 of $258,643. The principal balance outstanding of the loan payable account (net of unamortized debt discount of $135,196) as at June 30, 2015 is $166,793. (D) Notes payable On October 9, 2013, the Company secured a two month loan for GBP 75,000 (equivalent to $120,420) with the understanding that the Company will issue 10,000 common restricted shares, issued to the lender on December 7, 2013, and also repay 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 common restricted shares and for this the lender agreed to a five month extension. This stock compensation was issued to the lender also on December 12, 2013. This loan is currently in default. Total accrued interest as at June 30, 2015 is $106,196. Loan granted in 2013 $ 120,420 Interest accrued in 2013 56,196 Balance at December 31, 2013 $ 176,616 Interest accrued in 2014 50,000 Balance at December 31, 2014 $ 226,616 Interest accrued in 2015 - Balance at June 30, 2015 $ 226,616 On October 17, 2013, the Company secured a three month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principle plus 5% per month interest on or before January 18, 2014. This loan is currently in default. At June 30, 2015, our Company and the note holder are in dispute regarding the interest that is effectively payable. Also, the note holder received the 1,600,000 shares of Direct Security Integration Inc. that were pledged in a private company and the note holder is currently trying to sell these shares. The shares pledged formed part of the assets of our company. Total accrued interest and a monitoring fee payable as at June 30, 2015 is $609,775 and $111,778, respectively. Loan granted in 2013 $ 319,598 Interest accrued in 2013 39,602 Balance at December 31, 2013 $ 359,200 Interest accrued in 2013 390,197 Balance at December 31, 2014 $ 749,397 Monitoring fee accrual 111,778 Interest accrued in 2015 179,976 Balance at June 30, 2015 $ 1,041,151 (E) Convertible notes and derivative liability We have evaluated the terms and conditions of the notes. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other income (expense). ● LG Capital LLC: On May 1, 2014, the Company issued a $100,000 convertible promissory note (the LG Note) to LG Capital Funding, LLC, a New York limited liability company (the Lender). The LG Note provided up to an aggregate of $100,000 in gross proceeds. The LG Note matured on May 1, 2015, having accrued interest of 8% and was convertible into shares of common stock any time 180 days after May 1, 2014, at a conversion price equal to 60% of lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Companys shares were traded or any exchange upon which the Common Stock might be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion was received by the Company. Accrued interest was paid back in shares of common stock at the discretion of the Lender pursuant to the conversion terms above. The first LG Note may be prepaid within 180 days with penalty. The note may not be prepaid after the 180th day. The principal amount of $50,000 under the second note was to be received by the Company no later than January 1, 2015. All principal under this Note was due and payable no later than July 1, 2015. This Full Recourse Note would have accrued simple interest at the rate of 8%. On December 19, 2014 the noteholder decided not to lend any further amounts against the second note, so this amount was not received by the company. As such the second note and corresponding subscription receivable was cancelled during the year ended December 31, 2014. The fair value of the derivative liability as at June 30, 2015, was determined using the Black Scholes option pricing model with a quoted market price of $0.0015 per share, a conversion price of $0.00063 per share, expected volatility of 199.57%, no expected dividends, a remaining term of 16 days and a risk-free interest rate of 0.010% resulting in a fair value per share of $0.0009 multiplied by the 18,903,861 shares that would be issued if the Note was exercised on the Effective Date. During the six months ended June 30, 2015, the Company repaid $39,165 in principal and $2,997 of accrued interest by the issuance of 44,472,494 shares of common stock priced between $0.0011 to $0.0067 per share. As a result, a total of $16,575 of debt discount was amortized and $11,193 was recognized as net gain on conversion into stock. During the six months ending on June 30, 2015, a total interest of $1,394 was accrued and a total of $16,575 debt discount was amortized leaving an unamortized balance of $0. The fair value of derivative liability as on June 30, 2015 is $16,476, recognizing a net loss on derivative liability for the six months period ending June 30, 2015 of $12,389. ● Adar Bay LLC: On May 1, 2014, the Company entered into a Securities Purchase Agreement with Adar Bay, LLC (Adar Bay) providing for the purchase of a Convertible Redeemable Note (the AB Note) in the aggregate principal amount of $100,000. The AB Note provided up to an aggregate principal amount of $100,000 (with the first note being in the amount of $50,000 and the second note being in the amount of $50,000 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the Note), convertible into shares of common stock, $0.001 par value per share, of the Company (the Common Stock), upon the terms and subject to the limitations and conditions set forth in such Note. The first of the two notes (the First Note) shall be paid for by the Buyer as set forth herein. The second note (the Second Note) shall initially be paid for by the issuance of an offsetting $50,000 secured note issued to the Company by the Buyer (Buyer Note), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash. The first note matures on May 1, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after May 1, 2014, at a conversion price equal to 60% of lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Companys shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. The First Note may be prepaid within 180 days with penalty. The First Note may not be prepaid after the 180th day. The principal amount of $50,000 under the second note was to be received by the Company no later than January 1, 2015. All principal under this Note would be due and payable no later than July 1, 2015. This Full Recourse Note would have accrued simple interest at the rate of 8%. This amount was not received and as on December 24, 2014 the noteholder decided not to lend any further amounts. As such the second note and corresponding subscription receivable was cancelled during the year ended December 31, 2014. The fair value of the derivative liability as at June 30, 2015, was nil as this loan was fully converted into shares at the quarter ending on March 31, 2015. During the six months ended June 30, 2015, the Company repaid $37,000 in principal and $2,855 of accrued interest by the issuance of 24,570,088 shares of common stock priced between $0.0024 to $0.0057 per share. As a result, $14,641was recognized as net gain on conversion into stock. During the six months ending on June 30, 2015, a total interest of $652 was accrued and a total of $14,421 debt discount was amortized leaving an unamortized balance of $0. The company recognized a net loss on derivative liability during the six months ending on June 30, 2015 of $(157). ● JMJ Financial On June 12, 2014, the Company issued a $250,000 convertible promissory note (the JMJ Note) to JMJ Financial, a Nevada sole proprietorship (the Lender). The JMJ Note provides up to an aggregate of $250,000 in gross proceeds. The JMJ Note matures on June 12, 2016, accrues interest of 12% and is convertible into shares of common stock any time after the agreement was signed. The Conversion Price is the lesser of $.30 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The Note also contemplated a further 10% discount to market if the shares were not deliverable by Deposits/Withdrawals at Custodian (DWAC). Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. This Note may be prepaid interest free within 90 days with the accrued interest at 12% per annum and the OID proportional to $25,000. The note may not be prepaid after the 91th day. The Company opted to receive only $55,000 of the possible $250,000. The fair value of the derivative liability as at June 30, 2015, was determined using the Black Scholes option pricing model with a quoted market price of $0.0015, a conversion price of $0.0006, expected volatility of 366.59%, no expected dividends, a remaining term of 11.5 months and a risk-free interest rate of 0.280% resulting in a fair value per share of $0.0014 multiplied by the 43,710,750 shares that would be issued if the Note was exercised on the Effective Date. During the six months ended June 30, 2015, the Company repaid $39,646 in principal by the issuance of 49,264,000 shares of common stock priced between $0.0010 to $0.0065 per share. As a result, a total of $30,635 of debt discount was amortized and $35,952 was recognized as net gain on conversion into stock. During the six months ended June 30, 2015, a total debt discount of $30,635 was amortized leaving an unamortized balance of $4,170. The fair value of derivative liability as on June 30, 2015 is recorded at $62,672, thereby recognizing a net loss on derivative liability during the six months ending on June 30, 2015 of $48,982. ● KMB Worldwide Inc. The Company entered into Securities Purchase Agreement (the Agreement), dated as of September 25, 2014, with KMB Worldwide Inc. On October 2, 2014, the Company received $32,500 from a secured nine month convertible loan signed on September 29, 2014. The loan carried an 8% interest rate and was due on June 29, 2015. The terms of the conversion included a 42% discount to market based on an average price calculated on the 10 trading days prior to the conversion date. If the Company opted to pay the loan back on or before 180 days, hence not converting the debt into equity, borrower should make payment to the holder of an amount in cash equal to 130% of total amount due inclusive of principal and interest accrued. On March 24, 2015, this note, the 8% per annum accrued interest and 130% premium was fully paid back to the noteholder. During the six months ended June 30, 2015, a total interest of $10,325 was accrued and a total of $21,259 debt discount was amortized leaving an unamortized balance of $0. The fair value of the derivative liability as on June 30, 2015, was $0 as this loan was fully paid back during the quarter ending on March 31, 2015 and the company recognized a gain of $51,612 on extinguishment of derivative liability balance. ● Peter J. Smith During the quarter ended March 31, 2013, the Company converted $209,475 of unpaid salary to Convertible Loan Payable. This amount will be advanced for a term of two years and is repayable on demand and will accrue interest at 10% on the loan period. The agreement also gave an option to the company´s CEO to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share. On November 15, 2014 the board of directors agreed to modify the conversion terms of the loan and extend the term until December 31, 2015. The new conversion terms are now as follows: 50% of the average 10 day closing price prior to the conversion. This modification caused the initial note to be deemed extinguished. The company has accounted for the corresponding debt discount, derivate liability and gain on extinguishment attached to the note. The fair value of the derivative liability as at June 30, 2015, was determined using the Black Scholes option pricing model with a quoted market price of $0.0015, a conversion price of $0.0006, expected volatility of 326.01%, no expected dividends, a remaining term of 6 months and a risk-free interest rate of 0.280%, resulting in a fair value per share of $0.0013 multiplied by the 331,840,088 shares that would be issued if the Note was exercised on the Effective Date. During the six months ended June 30, 2015, a total interest of $9,802 was accrued and a total of $85,858 debt discount was amortized leaving an unamortized balance of $87,281. The fair value of derivative liability as on June 30, 2015 is recorded at $421,019, thereby recognizing a net loss on derivative liability during the six months ending on June 30, 2015 of $166,976. ● Enzo Taddei During the quarter ended March 31, 2013, the Company converted $115,000 of unpaid salary to Convertible Loan Payable. This amount will be advanced for a term of two years and is repayable on demand and will accrue interest at 10% on the loan period. The agreement also gave an option to the company´s CFO to convert all or part of the debt that the Company maintains with them into restricted shares at $1.20 per share. On November 15, 2014 the board of directors agreed to modify the conversion terms of the loan and extend the term until December 31, 2015. The new conversion terms are now as follows: 50% of the average 10 day closing price prior to the conversion. This modification caused the initial note to be deemed extinguished. The company has accounted for the corresponding debt discount, derivate liability and gain on extinguishment attached to the note. The fair value of the derivative liability as at June 30, 2015, was determined using the Black Scholes option pricing model with a quoted market price of $0.0015, a conversion price of $0.0006, expected volatility of 326.01%, no expected dividends, a remaining term of 6 months and a risk-free interest rate of 0.280%, resulting in a fair value per share of $0.0013 multiplied by the 182,176,369 shares that would be issued if the Note was exercised on the Effective Date. During the six months ending on June 30, 2015, a total interest of $5,381 was accrued and a total of $47,135 debt discount was amortized leaving an unamortized balance of $47,916. The fair value of derivative liability as on June 30, 2015 is recorded at $231,135, thereby recognizing a net loss on derivative liability during the six months ending on June 30, 2015 of $91,667. |