Debt & Accounts Payables | Note 5 Debt & Accounts Payables (A) Accounts payable and accrued liabilities The following table represents breakdown of accounts payable as of September 30, 2015 and December 31, 2014, respectively: 9/30/2015 12/31/2014 Accrued salaries and benefits $ 40,045 $ 13,658 Other payables & accrued liabilities 122,237 100,533 $ 162,282 $ 114,191 On September 9, 2015, one of the employees of the Company decided to convert his accrued salary and bonus balance to the common shares of the Company at $0.01 per share. As a result of this conversion, the Company issued 5,500,000 common shares having a fair value of $0.014 per share or $77,000 to the employee for his accrued salary and bonus of $55,000. The $22,000 loss has been recorded on the income statement as a loss on conversion of notes. On September 10, 2015, another employee of the Company decided to convert his accrued salary and bonus balance to the common shares of the Company at $0.00735 per share. As a result of this conversion, the Company issued 10,749,000 common shares having a fair value of $0.0127 per share or $136,512 to the employee for his accrued salary and bonus of $79,000. The $57,512 loss has been recorded on the income statement as a loss on conversion of notes. (B) Accounts payable and accrued liabilities related parties The following table represents the accounts payable to related parties as of September 30, 2015 and December 31, 2014, respectively: 9/30/2015 12/31/2014 Salaries $ 91,180 $ 353,913 Expenses 16,732 7,071 $ 107,912 $ 360,984 On August 27, 2015, all of the officers and directors of the Company decided to convert their accrued salaries balance amounting to $398,156 to the common shares of the Company at $0.0025 per share which is 50% of the average 20 days closing price prior to the conversion. As a result of this conversion, the Company issued 69,076,922 common shares at $0.0025 per share having a fair value of $0.0064 per share or $442,092 to Mr. Enzo Taddei for his accrued salary balance of $173,901, issued 42,127,492 common shares at $0.0025 per share having a fair value of $0.0064 per share or $269,616 to Mr. Peter Smith for his accrued salary balance of $106,056, and issued 46,951,071 common shares at $0.0025 per share having a fair value of $0.0064 per share or $300,487 to Mr. Patrick Dolan for his accrued salary balance of $118,199. The total aggregate loss amounted to $614,039 and is stated on the income statement under loss on conversion of notes. (C) Related party short term loans payable The Company received loans from two of 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 September 30, 2015: Loans payable related party December 31, 2014 $ 58,595 Proceeds from loans 48,422 Repayments - Converted to common stock (101,517 ) Loans payable related party September 30, 2015 $ 5,500 On August 27, 2015, both of the officers and directors of the Company decided to convert their short term loans payable balance amounting to $101,517 to the common shares of the Company at $0.0025 per share which is 50% of the average 20 days closing price prior to the conversion. As a result of this conversion, the Company issued 11,776,756 common shares at $0.0025 per share having a fair value of $0.0064 per share or $75,371 to Mr. Enzo Taddei for his loan payable balance of $29,648 and issued 28,547,822 common shares at $0.0025 per share having a fair value of $0.0064 per share or $182,706 to Mr. Peter Smith for his loan payable balance of $71,869. The total aggregate loss amounted to $156,560 and is stated on the income statement under loss on conversion of notes. (D) 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 payable 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 nine months ended September 30, 2015, the Company converted the full amount of convertible loans outstanding to its officers and directors into its common stock which makes the outstanding convertible loan payable of $0 as at September 30, 2015. During the nine months ended September 30, 2015, total interest of $17,297 was accrued and a total of $268,190 debt discount was amortized leaving an unamortized balance of $0. The fair value of derivative liability as on September 30, 2015 is $0, as the debt was fully converted into shares, thereby recognizing a net loss on derivative liability for the nine months ending on September 30, 2015 of $206,765. (E) 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 September 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 September 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.The note holder received, as a form of guarantee, 1,600,000 shares of Direct Security Integration Inc. and the note holder is currently trying to sell these shares. The shares used as a form of guarantee formed part of the assets of our Company. ● On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the company is now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest and all other related penalties. This repayment will not accrue any further interest or penalties. As a result, the Company has reversed the excess accrued interest and monitoring fee payable amounting to $660,578 recognized as a gain on settlement; leaving the principal loan balance of $319,598 and accrued interest balance $180,402 of as on September 30, 2015. Loan granted in 2013 $ 319,598 Interest accrued in 2013 39,602 Balance at December 31, 2013 $ 359,200 Interest accrued in 2014 390,197 Balance at December 31, 2014 $ 749,397 Monitoring fee accrual 124,175 Interest accrued in 2015 287,006 Excess interest and monitoring fee gain (660,578 ) Balance at September 30, 2015 $ 500,000 ● On August 27, 2015, the Company secured a six month non-convertible loan for$135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs. The interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the nine months ended September 30, 2015, $833 of the debt issuance costs and $5,000 of the debt discount balance was amortized to interest expense, leaving an unamortized issue cost and discount balance of $29,167. Principal loan amount $ 135,000 Original issue discount (30,000 ) Issuance costs (5,000 ) Amortization of OID and issuance costs in 2015 5,833 Balance at September 30, 2015 $ 105,833 (Net of unamortized discount and issue costs of $29,167) A summary of all non-convertible notes, net of debt discount, including the accrued interest as depicted in Note 5 e) at September 30, 2015. Principal Notes (net of debt discount) Interest Total payable October 9, 2013 $ 120,420 $ 106,196 $ 226,616 October 17, 2013 319,598 180,402 500,000 November 26, 2013 - 37,971 37,971 August 27, 2015 105,833 - 105,833 $ 545,851 $ 324,569 $ 870,420 (F) 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 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 note holder 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 September 30, 2015, was nil as this loan was fully converted into shares during the nine months ending on September 30, 2015. During the nine months ended September 30, 2015, the Company fully repaid $50,000 in principal and $4,024 of accrued interest by the issuance of 65,283,160 shares of common stock priced between $0.0011 and $0.0067per share. As a result, $6,757 was recognized as net gain on conversion into stock. During the nine months ending on September 30, 2015, total interest of $1,424 was accrued and a total of $16,575 debt discount was amortized leaving an unamortized balance of $0.The company recognized a net gain on derivative liability during the nine months ending on September 30, 2015, of $61,641.As of September 30, 2015, this convertible debt has been fully extinguished. ● 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 $50,000secured 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 note holder 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 September 30, 2015, was nil as this loan was fully converted into shares at the quarter ending on March 31, 2015. During the nine months ended September 30, 2015, the Company fully repaid $37,000 in principal and $3,171 of accrued interest by the issuance of 24,570,088 shares of common stock priced between $0.0024 and $0.0057 per share. As a result, $14,641was recognized as net gain on conversion into stock. During the nine months ending on September 30, 2015, 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 nine months ending on September 30, 2015 of $(157). As of September 30, 2015, this convertible debt has been fully extinguished. ● 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. The Company opted to receive only $55,000 of the possible $250,000. The fair value of the derivative liability as at September 30, 2015, was nil as this loan was fully converted into shares during the nine months ending on September 30, 2015. During the nine months ended September 30, 2015, the Company fully repaid $47,500 in principal and $18,372 of accrued original issue discount by the issuance of 103,313,129 shares of common stock priced between $0.0010 and $0.0065 per share. As a result, $57,039 was recognized as net gain on conversion into stock. During the nine months ended September 30, 2015, a total debt discount of $34,805 was amortized leaving an unamortized balance of $0. The company recognized a net gain on derivative liability during the nine months ending on September 30, 2015 of $190,844.As of September 30, 2015, this convertible debt has been fully extinguished. ● 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 note holder. During the nine months ended September 30, 2015, 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 September 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 $51,613 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 a 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, derivative liability and gain on extinguishment attached to the note. During the nine months ending on September 30, 2015, the Company converted full amount of convertible loan outstanding to Mr. Peter Smith into its common stock which makes the outstanding convertible loan payable of $0 as at September 30, 2015. During the nine months ending on September 30, 2015, total interest of $11,555 was accrued and a total of $173,138 debt discount was amortized leaving an unamortized balance of $0. The fair value of derivative liability as on September 30, 2015, is recorded at $0 as the debt was fully converted into shares, thereby recognizing a net gain on derivative liability during the nine months ending on September 30, 2015, of $128,481. ● Enzo Taddei During the quarter ended March 31, 2013, the Company converted $115,000 of unpaid salary to a 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. During the nine months ending on September 30, 2015, the Company converted full amount of convertible loan outstanding to Mr. Enzo Taddei into its common stock which makes the outstanding convertible loan payable of $0 as at September 30, 2015. During the nine months ending on September 30, 2015, a total interest of $5,742 was accrued and a total of $95,052 debt discount was amortized leaving an unamortized balance of $0. The fair value of derivative liability as on September 30, 2015 is recorded at $0 as the debt was fully converted into shares, thereby recognizing a net loss on derivative liability during the nine months ending on September 30, 2015 of $78,284. |