Debt & Accounts Payables | Note 7 Debt & Accounts Payables (A) Accounts Payables The following table represents breakdown of accounts payable as of September 30, 2016 and December 31, 2015, respectively: 9/30/2016 12/31/2015 Accrued salaries and benefits $ 82,691 $ 79,386 Other payables & accrued liabilities 108,073 108,951 $ 190,764 $ 188,337 On April 25, 2016, two of the Companys consultants decided to convert their accrued fee balance amounting to $5,250 to the common shares of the Company at $0.015 per share. As a result of this conversion, the Company issued following common stock to its consultants: ● 100,000 common shares to a consultant, having a fair value of $0.0143 per share or $1,430 for his accrued fee balance of $1,500, thereby recognizing a gain on conversion of $70. ● 250,000 common shares to a consultant, having a fair value of $0.0143 per share or $3,575 for his accrued fee balance of $3,750, thereby recognizing a gain on conversion of $175. On September 30, 2016, three of the Companys employees decided to convert their partial accrued salaries and expenses payable balance amounting to $65,652 to the common shares of the Company at $0.02 per share. As a result of this conversion, the Company issued following common stock to its employees: ● 900,000 common shares to Mr. Colin Copeland, having a fair value of $0.0205 per share or $18,450 for his accrued salary balance of $18,000, thereby recognizing a loss on conversion of $450. ● 1,599,240 common shares to Mr. James Robert Payne, having a fair value of $0.0205 per share or $32,784 for his accrued salary balance of $31,985, thereby recognizing a loss on conversion of $799. ● 783,335 common shares to Ms. Zara Victoria Clark, having a fair value of $0.0205 per share or $16,058 for his accrued salary balance of $15,667, thereby recognizing a loss on conversion of $391. (B) Accounts Payable and Accrued Liabilities Related Parties The following table represents the accounts payable and accrued expenses to related parties as of September 30, 2016 and December 31, 2015, respectively: 9/30/2016 12/31/2015 Accrued salaries $ 33,060 $ 152,875 Expenses payable 12,105 50,734 $ 45,165 $ 203,609 On May 31, 2016, Mr. Peter Smith, officer and director of the Company, decided to convert his partial accrued salary balance of $27,500 to the common shares of the Company at $0.0275 per share. As a result of this conversion, the Company issued 1,000,000 common shares to Mr. Peter Smith having a fair value of $0.0248 per share or $24,800, thereby recognizing a gain on conversion of $2,700. On the same day, Mr. Enzo Taddei, officer and director of the Company, decided to convert his partial accrued salary balance of $27,500 to the common shares of the Company at $0.0275 per share. As a result of this conversion, the Company issued 1,000,000 common shares to Mr. Enzo having a fair value of $0.0248 per share or $24,800, thereby recognizing a gain on conversion of $2,700. On June 15, 2016, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $250,000 to the common shares of the Company at $0.02 per share. As a result of this conversion, the Company issued 4,500,000 common shares each to Mr. Peter Smith and Mr. Enzo Taddei, having a fair value of $0.0201 per share or $251,250 for their accrued salary balance of $180,000, thereby recognizing a loss on conversion of $900, and issued 3,500,000 common shares to Mr. Patrick Dolan, having a fair value of $0.0201 per share or $70,350 for his accrued salary balance of $70,000, thereby recognizing a loss on conversion of $350. On September 30, 2016, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $154,014 to the common shares of the Company at $0.02 per share. As a result of this conversion, the Company issued following common stock to its officers and directors: ● 2,720,120 common shares to Mr. Peter Smith, having a fair value of $0.0205 per share or $55,762 for his accrued salary balance of $54,402, thereby recognizing a loss on conversion of $1,360 ● 3,656,697 common shares to Mr. Enzo Taddei, having a fair value of $0.0205 per share or $74,962 for his accrued salary balance of $73,134, thereby recognizing a loss on conversion of $1,828, and ● 1,323,863 common shares to Mr. Patrick Dolan, having a fair value of $0.0205 per share or $27,139 for his accrued salary balance of $26,477, thereby recognizing a loss on conversion of $662. (C) Notes Payable Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at September 30, 2016: Date of Note Principal (net of debt discount) Accrued Interest Provision for potential damages Total payable October 9, 2013 $ 120,420 $ 106,196 $ 184,656 $ 411,272 October 17, 2013 319,598 160,402 - 480,000 November 26, 2013 - 37,971 - 37,971 April 29, 2016 129,167 - - 129,167 August 25, 2016 132,083 - - 132,083 Balance, September 30, 2016 $ 701,268 $ 304,569 $ 184,656 $ 1,190,493 ● 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, 2016 is $106,196. The Company also accrued $184,656 provision for potential damages due to the ongoing litigation in the Dubai Courts as of September 30, 2016 which is included in accrued liabilities in the accompanying consolidated balance sheet. (See Note 10) 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 - Potential damages accrued in 2015 184,656 Balance at December 31, 2015 $ 411,272 Interest accrued during the period - Balance at September 30, 2016 $ 411,272 ● 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 principal 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. On December 21, 2015, the company repaid first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance $319,598 of as on December 31, 2015. The remaining installments totaling to $480,000, as per the amended agreement, have not been paid as of September 30, 2016 and the total outstanding balance owed to the lender is also $480,000 as of September 30, 2016. 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 Interest repayment (20,000 ) Excess interest and monitoring fee gain (660,578 ) Balance at December 31, 2015 $ 480,000 Interest accrued during the period - Balance at September 30, 2016 $ 480,000 ● On April 29, 2016, 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, 2016, $4,167 of the debt issuance costs and $25,000 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $5,833. Principal loan amount $ 135,000 Original issue discount (30,000 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the period 29,167 Balance at September 30, 2016 $ 129,167 (Net of unamortized discount and issue costs of $5,833) Subsequent to the nine months ended September 30, 2016, the Company amortized remaining debt discount and issue cost balance of $5,833 making the note payable balance amounting to $135,000 and repaid the full amount of this loan note in cash on October 12, 2016. (See Note 11) ● On August 25, 2016, the Company secured a six month non-convertible loan for $167,500 carrying an original issue discount of $37,500. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. Only in the event of a default hence non-repayment of the Note at the maturity date, the lender would have the right to convert all or any part of the outstanding balance into common shares of the Company at a conversion price equal to 70% of the average of 3 lowest VWAPS in the 20 trading days immediately preceding the applicable conversion. During the nine months ended September 30, 2016, $833 of the debt issuance costs and $6,250 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $35,417. Principal loan amount $ 167,500 Original issue discount (37,500 ) Issuance costs (5,000 ) Amortization of OID and issuance costs during the period 7,083 Balance at September 30, 2016 $ 132,083 (Net of unamortized discount and issue costs of $35,417) (D) Fixed Price Convertible Note Payable ● 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 and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. During the three months ended March 31, 2016, $1,667 of the debt issuance cost discount and $10,000 of the original issue discount was amortized to income statement, leaving an unamortized issue cost and discount balance of $0. On March 18, 2016, the Company entered into an exchange agreement with the same lender whereby original purchase agreement dated August 27, 2015 was exchanged with the new agreement to extend the loan repayment term until April 17, 2016. The total exchange price for $135,000 of principal of the Old Note was as follows: ● $135,000 principal of New Note, and ● an issuance of 1,000,000 common shares to the lender as exchange shares. Also, in the new note, there was an addition of a conversion option that the lender has right at any time after the exchange date until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.025. There was no beneficial conversion feature as the conversion price was higher than the current market value of the Companys stock at that time. Since a conversion option was added to the note in the March 18, 2016 modification, this modification was accounted for as a debt extinguishment on that date and $25,200 was recognized as loss on debt extinguishment based on the quoted trading price of $0.0252 per share. On April 28, 2016, St. George decided not to opt for converting the principal loan to common shares. Instead, on April 28, 2016, the Company renegotiated the loan terms, further extending the repayment to July 1, 2016. The terms of this further extension were a one-time 10% interest payment of $13,500 to be added to the principal of $135,000 and the issuance of 3,000,000 common shares. The Company accounted for this further extension as a debt extinguishment of previous extension dated March 18, 2016 and $58,200 was recognized as loss on debt extinguishment comprising of $13,500 of interest payment and $44,700 for issuance of 3,000,000 common shares of the Company valued at the quoted trading price of $0.0149 per share on the date of new exchange. (See Note 8 (b)) On July 1, 2016, after receipt of $148,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company to St. George Investments LLC in the amount of $148,500 dated April 28, 2016. The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months convertible promissory note amounting to $163,350 dated July 01, 2016. The terms of this exchanged note were a one-time 10% increase in the principal loan of $14,850, making the principal sum from $148,500 to $163,350. The new lender also has a right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.017. Fair value of the Companys stock as on the date of exchange was $0.0197. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of the Companys stock as on July 01, 2016. The Company accounted for the difference arising due to BCF amounting to $25,944 as a debt discount with a corresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of the note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated April 28, 2016 and $14,850 was further recognized as loss on debt extinguishment. On September 16, 2016, the note holder decided to convert partial note balance amounting to $59,500 to the common shares of the Company at the contractual fixed price of $0.017 per share. As a result of this conversion, the Company issued 3,500,000 common shares to Mammoth Corporation. During the nine months ended September 30, 2016, the company amortized $14,948 of debt discount balance arising due to BCF, leaving un-amortized debt discount balance of $10,996 as of September 30, 2016. The outstanding convertible note balance amounted to $103,850 as of September 30, 2016. |