Debt
6 Months Ended 12 Months Ended
Jun. 30, 2013
Dec. 31, 2012
Debt Disclosure [Abstract]    
Debt Disclosure [Text Block]
Note 4: Debt
 
At June 30, 2013 and December 31, 2012, debt consists of the following:
 
 
 
As of June 30, 2013
 
As of December 31, 2012
 
 
 
 
 
 
 
 
 
Auto loan - secured
 
$
9,729
 
 
15,380
 
 
 
 
 
 
 
 
 
Unsecured debt
 
 
64,600
 
 
4,452,183
 
Less: debt discount
 
 
-
 
 
-
 
Unsecured debt - net
 
 
64,600
 
 
4,452,183
 
 
 
 
 
 
 
 
 
Total debt
 
 
74,329
 
 
4,467,563
 
 
 
 
 
 
 
 
 
Less: current portion
 
 
(74,329)
 
 
(4,463,040)
 
 
 
 
 
 
 
 
 
Long term debt
 
$
-
 
$
4,523
 
 
Debt in default of $64,600 at June 30, 2013 and December 31, 2012 is included as a component of short-term debt.
 
Future annual principal payments for the above debt is as follows:
 
Years Ending December 31,
 
 
 
 
2013 (6 months)
 
$
70,840
 
2014
 
 
3,489
 
Total annual principal payments
 
$
74,329
 
 
Convertible Debt – Secured - Derivative Liabilities
 
During the year ended December 31, 2012, the Company issued convertible debt totaling $519,950. The convertible debt includes the following terms:
 
 
 
 
 
Year Ended
 
 
 
 
 
December 31, 2012
 
 
 
 
 
Amount of
 
 
 
 
 
Principal Raised
 
Interest Rate
 
 
 
 
8% - 10%
 
Default interest rate
 
 
 
 
0% - 20%
 
Maturity
 
 
 
 
January 3, 2012 to October 11, 2014
 
 
 
 
 
 
 
 
Conversion terms 1
 
62% of lowest trade price for the last 7 trading days
 
 
100,000
 
Conversion terms 2
 
65% of the lowest trade price in the 30 trading days previous to the conversion
 
 
19,950
 
Conversion terms 3
 
35% multiplied by the average of the lowest three (3) trading prices (as defined below) for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
 
 
400,000
 
 
 
 
 
$
519,950
 
 
The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at the conversion prices and terms discussed above. The Company classifies embedded conversion features in these notes as a derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock required to net-share settle or due to the existence of a ratchet due to an anti-dilution provision. See Note 5 regarding accounting for derivative liabilities.
 
(A) Unsecured Debt
 
Unsecured debt consisted of the following activity and terms:
 
Balance - December 31, 2012
 
$
4,452,183
 
Repayments
 
 
(4,387,583)
 
Balance – June 30, 2013
 
$
64,600
 
 
(B) Vehicle Loan
 
Vehicle loan account consisted of the following activity and terms:
 
 
 
 
 
 
Interest Rate
 
 
Maturity
 
Balance - December 31, 2012
 
$
15,380
 
 
6.99
%
 
 
26 payments of $1,008
 
Repayments
 
 
(5,651)
 
 
 
 
 
 
 
 
Balance – June 30, 2013
 
$
9,729
 
 
 
 
 
 
 
 
 
(C) Debt Issue Costs
 
During the six months ended June 30, 2012, the Company paid debt issue costs totaling $106,950.
 
For the year ended December 31, 2012, the Company issued 22,633 warrants as cost associated with a debt raise. The initial derivative liability value of $427,759 was recorded as debt issue costs and derivative liability.
 
The following is a summary of the Company’s debt issue costs for the six months ended June 30, 2013 and year ended December 31, 2012 as follows:
 
 
 
2013
 
2012
 
Debt issue costs
 
$
335,433
 
$
851,923
 
Accumulated amortization of debt issue costs
 
 
(335,433)
 
 
(516,490)
 
Debt issue costs – net
 
$
-
 
$
335,433
 
 
During the six months ended June 30, 2013 and 2012, the Company amortized $335,433 and $184,031, respectively in debt issue costs.
Note 4: Debt
 
At December 31, 2012 and 2011, debt consists of the following:
 
 
 
2012
 
2011
 
 
 
 
 
 
 
 
 
Convertible debt - secured
 
$
-
 
$
1,749,764
 
Less: debt discount
 
 
-
 
 
(1,395,707)
 
Convertible debt - net
 
 
-
 
 
354,057
 
 
 
 
 
 
 
 
 
Auto loan - secured
 
 
15,380
 
 
26,236
 
 
 
 
 
 
 
 
 
Unsecured debt
 
 
4,452,183
 
 
2,380,315
 
Less: debt discount
 
 
-
 
 
(1,171,626)
 
Unsecured debt - net
 
 
4,452,183
 
 
1,208,689
 
 
 
 
 
 
 
 
 
Total debt
 
 
4,467,563
 
 
1,588,982
 
 
 
 
 
 
 
 
 
Less: current portion
 
 
(4,463,040)
 
 
(1,281,742)
 
 
 
 
 
 
 
 
 
Long term debt
 
$
4,523
 
$
307,240
 
 
Debt in default of $64,600 and $505,600 at December 31, 2012 and 2011, respectively, is included as a component of short-term debt.
 
Future annual principal payments for the above debt is as follows:
 
 
Years Ending December 31,
 
 
2013
$
4,463,040
2014
 
4,523
Total annual principal payments
$
4,467,563
 
Convertible Debt – Secured – Derivative Liabilities
 
During years ended December 31, 2012 and 2011, the Company issued convertible debt totaling $519,950 and $4,679,253, respectively. The convertible debt includes the following terms:
 
 
 
 
 
 
 
Year Ended December 31,
 
 
 
 
 
 
2012
Amount of
Principal Raised
 
 
2011
Amount of
Principal Raised
 
Interest Rate
 
 
 
 
8% - 10%
 
 
0% - 18%
 
Default interest rate
 
 
 
 
0% - 20%
 
 
0% - 25%
 
Maturity
 
 
 
 
January 3, 2012 to October 11, 2014
 
 
June 30, 2011 to June 29, 2015
 
 
 
 
 
 
 
 
 
 
 
Conversion terms 1
 
Lesser of (1) a fifty percent (50%) discount to the two lowest closing bid prices of the five days trading days immediately preceding the date of conversion or (ii) twenty one dollars and twenty five cents ($21.25) per share
 
$
-
 
$
525,000
 
Conversion terms 2
 
200% - The “market price” will be equal to the average of (i) the average of the closing price of Company’s common stock during the 10 trading days immediately preceding the date hereof and (ii) the average of the 10 trading days immediately subsequent to the date hereof.
 
 
-
 
 
537,600
 
Conversion terms 3
 
200% of face. Average of the trading price 10 trading days immediately preceding the closing of the transaction
 
 
-
 
 
177,000
 
Conversion terms 4
 
200% of face. Fixed conversion price of $17.00
 
 
-
 
 
105,000
 
Conversion terms 5
 
300% of face. Fixed conversion price of $17.00
 
 
-
 
 
15,000
 
Conversion terms 6
 
35% of the three lowest trading prices for previous 10 trading days
 
 
 
 
 
250,000
 
Conversion terms 7
 
45% of the three lowest trading prices for previous 10 trading days
 
 
-
 
 
327,500
 
Conversion terms 8
 
50% of average closing prices for 10 preceding trading days
 
 
-
 
 
76,353
 
Conversion terms 9
 
50% of lowest trade price for the last 20 trading days
 
 
-
 
 
45,000
 
Conversion terms 10
 
50% of the 3 lowest trades for previous 20 trading days
 
 
-
 
 
33,000
 
Conversion terms 11
 
50% of the lowest closing price for previous 5 trading days
 
 
-
 
 
250,000
 
Conversion terms 12
 
60% multiplied by the average of the lowest 3 trading prices for common stock during the ten trading days prior to the conversion date
 
 
-
 
 
233,000
 
Conversion terms 13
 
62% of lowest trade price for the last 7 trading days
 
 
100,000
 
 
40,000
 
Conversion terms 14
 
65% of the lowest trade price in the 30 trading days previous to the conversion
 
 
19,950
 
 
335,000
 
Conversion terms 15
 
65% of the three lowest trading price for previous 30 trading days
 
 
-
 
 
153,800
 
Conversion terms 16
 
70% of lowest average trading price for 30 trading days
 
 
-
 
 
1,366,000
 
Conversion terms 17
 
No fixed conversion option
 
 
-
 
 
35,000
 
Conversion terms 18
 
35% multiplied by the average of the lowest three (3) trading prices (as defined below) for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
 
 
400,000
 
 
75,000
 
Conversion terms 19
 
Fixed conversion price of $25.50
 
 
-
 
 
100,000
 
 
 
 
 
$
519,950
 
$
4,679,253
 
 
The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at the conversion prices and terms discussed above. The Company classifies embedded conversion features in these notes as a derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock required to net-share settle or due to the existence of a ratchet due to an anti-dilution provision. See Note 5 regarding accounting for derivative liabilities.
 
During the year ended December 31, 2012, the Company converted debt and accrued interest, totaling $1,420,422 into 290,961 shares of common stock. The resulting loss on conversion of $351,021 is included in the $4,447,732 loss on settlement of accounts payable and debt as shown in the consolidated statement of operations. During the year ended December 31, 2011, the Company converted debt and accrued interest, totaling $5,126,809 into 346,282 shares of common stock resulting in a loss on conversion of $1,739,329
 
During the year ended December 31, 2012, $14,000 of convertible notes matured without conversion. These notes became demand loans and were reclassified as unsecured debt. Derivative liabilities associated with these notes were eliminated given the expiration of the embedded conversion option. During the year ended December 31, 2011, $585,000 of convertible notes matured without conversion. These notes became demand loans and were reclassified as unsecured debt. Derivative liabilities associated with these notes were eliminated given the expiration of the embedded conversion option.
 
(A) Convertible Debt
 
Convertible debt consisted of the following activity and terms:
 
 
 
 
 
 
Interest Rate
 
Maturity
 
Balance - December 31, 2010
 
$
605,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings during the year ended December 31, 2011
 
 
4,652,900
 
0% - 18%
 
January 30,2011 to June 29, 2015
 
Reclassifications from convertible notes to unsecured demand notes
 
 
(585,000)
 
 
 
 
 
Conversion of debt to into 298,897 shares of common stock with a valuation of $4,268,857 ($2.72 - $85.85/share)
 
 
(2,923,136)
 
 
 
 
 
Balance - December 31, 2011
 
 
1,749,764
 
 
 
 
 
Borrowings during the year ended December 31, 2012
 
 
519,950
 
8% - 10%
 
January 3, 2012 to October 11, 2014
 
Conversion of debt into 246,744 shares of common stock with a valuation of $950,739 ($2.98 - $8.08/share)
 
 
(759,095)
 
 
 
 
 
Repayment of convertible debt
 
 
(2,518,343)
 
 
 
 
 
Interest and accrued interest (Included in total repayment)
 
 
15,632
 
 
 
 
 
Loss on repayment (Included in total repayment)
 
 
1,006,092
 
 
 
 
 
Expiration of conversion option
 
 
(14,000)
 
 
 
 
 
Balance – December 31, 2012
 
$
-
 
 
 
 
 
 
(B) Secured Debt
 
Secured debt consisted of the following activity and terms:
 
 
 
 
 
 
Interest Rate
 
 
Maturity
 
Secured Debt balance as of December 31, 2010
 
$
187,500
 
0
%
 
May 18, 2010 - May 26, 2010
 
Conversion of debt to into 8,824 shares of common stock with a valuation of $437,500 ($49.30 - $50.15/share)
 
 
(187,500)
 
 
 
 
 
 
Balance as of December 31, 2011
 
 
-
 
 
 
 
 
 
Borrowings during the year ended December 31, 2012
 
 
-
 
 
 
 
 
 
Secured Debt balance as of December 31, 2012
 
$
-
 
 
 
 
 
 
 
(C) Unsecured Debt
 
Unsecured debt consisted of the following activity and terms:
 
 
 
 
 
Interest Rate
 
Maturity
 
Unsecured Debt balance as of December 31, 2010
$
78,249
 
 
 
 
Borrowings during the year ended December 31, 2011
 
1,960,000
8% - 15 %
 
February 8, 2011 - June 21, 2014
 
Reclassifications from convertible notes to unsecured demand notes
 
585,000
 
 
 
 
Conversion of debt to into 38,562 shares of common stock with a valuation of $420,452 ($8.50 - $42.50/share)
 
(167,649)
 
 
 
 
Repayments
 
(75,285)
 
 
 
 
Balance – December 31, 2011
 
2,380,315
 
 
 
 
Borrowings during the year ended December 31, 2012
 
5,304,000
15% - 110 %
 
January 13, 2012 – October 1, 2013
 
Conversion of debt into 44,208 shares of common stock with a valuation of $469,683 ($8.08 - $13.60/share)
 
(150,000)
 
 
 
 
Repayments
 
(3,318,374)
 
 
 
 
Convertible debt added upon expiration of option
 
14,000
 
 
 
 
Balance adjustments
 
117
 
 
 
 
Interest and accrued interest (Included in total repayment)
 
31,896
 
 
 
 
 
 
 
 
 
 
 
Loss on repayment (Included in total repayment)
 
190,229
 
 
 
 
Balance – December 31, 2012
$
4,452,183
 
 
 
 
 
(D) Vehicle Loan
 
Vehicle loan account consisted of the following activity and terms:
 
 
 
 
 
 
 
Interest Rate
 
 
Maturity
 
Balance - December 31, 2010
 
$
-
 
 
 
 
 
 
Non-Cash fixed asset additions during the year ended December 31, 2011
 
 
32,568
 
6.99
%
 
36 payments of $1,008
 
Repayments
 
 
(6,332)
 
 
 
 
 
 
Balance - December 31, 2011
 
 
26,236
 
6.99
%
 
24 payments of $1,008
 
Repayments
 
 
(10,856)
 
 
 
 
 
 
Balance – December 31, 2012
 
$
15,380
 
 
 
 
 
 
 
(E) Debt Issue Costs
 
During the years ended December 31, 2012 and 2011, the Company paid debt issue costs totaling $662,209 and $263,283, respectively.
 
For the year ended December 31, 2012, the Company issued 22,633 warrants as cost associated with a debt raise. The initial derivative liability value of $427,759 was recorded as debt issue costs and derivative liability.
 
The following is a summary of the Company’s debt issue costs for the years ended December 31, 2012 and 2011:
 
 
 
2012
 
2011
 
Debt issuance costs
 
$
851,923
 
$
305,283
 
Accumulated amortization of debt issuance costs
 
 
(516,490)
 
 
(237,095)
 
Debt issuance costs – net
 
$
335,433
 
$
68,188
 
 
During the years ended December 31, 2012 and 2011, the Company amortized $394,964 and $229,499, respectively in debt issuance costs.
 
(F) Debt Discount
 
During the years ended December 31, 2012 and 2011, the Company recorded debt discounts totaling $3,554,673 and $5,473,291, respectively.
 
The debt discounts recorded in 2012 and 2011 pertain to convertible debt and warrants that contain embedded conversion options that are required to be bifurcated and reported at fair value.
 
The Company amortized $6,122,006 and $3,237,219 to interest expense in the years ended December 31, 2012 and 2011 as follows:
 
Debt discount – December 31, 2010
 
$
5,804,552
 
Amortization of debt discount – year ended December 31, 2011
 
 
(3,237,219)
 
Debt discount – December 31, 2011
 
 
2,567,333
 
Additional debt discount – year ended December 31, 2012
 
 
3,554,673
 
Amortization of debt discount – year ended December 31, 2012
 
 
(6,122,006)
 
Debt discount – December 31, 2012
 
$
-