x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2012
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _________to _________.
|
Delaware
|
27-1742696
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
211 Benigno Blvd. Suite #201, Bellmawr, NJ
|
08031
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company x
|
Page
|
||
PART I
|
FINANCIAL INFORMATION
|
|
Item 1.
|
5
|
|
5
|
||
6
|
||
7
|
||
8
|
||
9
|
||
Item 2.
|
27
|
|
Item 3.
|
30
|
|
Item 4
|
30
|
|
PART II
|
OTHER INFORMATION
|
|
Item 1.
|
31
|
|
Item 2.
|
31
|
|
Item 3.
|
31
|
|
Item 4.
|
31
|
|
Item 5.
|
31
|
|
Item 6.
|
32
|
June 30,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
99,713
|
$
|
222,812
|
||||
Other receivables
|
1,600
|
1,600
|
||||||
Prepaid expenses
|
4,896
|
8,939
|
||||||
Total current assets
|
106,209
|
233,351
|
||||||
Property and equipment, net
|
5,109
|
4,760
|
||||||
Gaming, entertainment equipment, and furniture not in use
|
676,061
|
687,093
|
||||||
Vessel under renovation - m/v Island Breeze (ex Atlantis)
|
11,904,634
|
10,696,257
|
||||||
Total assets
|
$
|
12,692,013
|
$
|
11,621,461
|
||||
LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$
|
173,850
|
$
|
170,558
|
||||
Accrued expenses
|
140,073
|
148,627
|
||||||
Line of credit
|
35,000
|
110,000
|
||||||
Accrued interest - related parties
|
23,014
|
18,150
|
||||||
Accrued interest
|
224,342
|
120,945
|
||||||
Derivative liability
|
-
|
21,486
|
||||||
Notes payable - related parties
|
105,000
|
105,000
|
||||||
Notes payable – others
|
2,021,657
|
601,417
|
||||||
Convertible notes payable - related parties
|
45,000
|
45,000
|
||||||
Convertible notes payable
|
1,260,800
|
1,146,631
|
||||||
Total current liabilities
|
4,028,736
|
2,487,814
|
||||||
Commitments and contingencies
|
||||||||
Mezzanine equity
|
||||||||
Class A common stock: $0.001 par value; authorized 100,000,000; 2,083,333 and 2,083,333 issued and outstanding at June 30, 2012 and December 31, 2011
|
208,333
|
208,333
|
||||||
Stockholders' equity
|
||||||||
Preferred stock, $0.001 par value, 1,000,000 authorized, none issued and outstanding at June 30, 2012 and December 31, 2011, respectively
|
-
|
-
|
||||||
Class A common stock: $0.001 par value; authorized 100,000,000; 28,981,024 and 27,229,249 issued and outstanding at June 30, 2012 and December 31, 2011, respectively
|
28,981
|
27,229
|
||||||
Class B common stock: $0.001 par value; 16,110,500 authorized, issued and outstanding at June 30, 2012 and December 31, 2011
|
16,111
|
16,111
|
||||||
Additional paid-in capital
|
19,974,016
|
19,678,629
|
||||||
Accumulated deficit during development stage
|
(11,564,164
|
)
|
(10,796,655
|
)
|
||||
Total stockholders' equity
|
8,454,944
|
8,925,314
|
||||||
Total liabilities, mezzanine and stockholders’ equity
|
$
|
12,692,013
|
$
|
11,621,461
|
September 27, 2006
|
||||||||||||||||||||
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
(inception) to
June 30,
|
||||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
||||||||||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Cost of Revenues
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Gross Profit
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
General and administrative expenses
|
190,548
|
246,324
|
389,161
|
358,868
|
5,941,052
|
|||||||||||||||
Operating loss
|
(190,548
|
)
|
(246,324
|
)
|
(389,161
|
)
|
(358,868
|
)
|
(5,941,052
|
)
|
||||||||||
Nonoperating expense:
|
||||||||||||||||||||
Impairment of vessel and equipment
|
-
|
-
|
-
|
-
|
(4,180,001
|
)
|
||||||||||||||
Loss from revaluation of conversion option liability
|
-
|
-
|
3,075
|
(6,994
|
)
|
(46,404
|
)
|
|||||||||||||
Loss from sale of equipment
|
(4,200
|
)
|
-
|
(4,200
|
)
|
-
|
(722,310
|
)
|
||||||||||||
Interest income
|
2
|
3
|
8
|
4
|
1,299
|
|||||||||||||||
Interest expense
|
(204,737
|
)
|
(21,914
|
)
|
(377,231
|
)
|
(50,723
|
)
|
(675,696
|
)
|
||||||||||
Loss before income tax expense
|
(399,483
|
)
|
(268,235
|
)
|
(767,509
|
)
|
(416,581
|
)
|
(11,564,164
|
)
|
||||||||||
Income tax expense
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Net Loss
|
$
|
(399,483
|
)
|
$
|
(268,235
|
)
|
$
|
(767,509
|
)
|
$
|
(416,581
|
)
|
$
|
(11,564,164
|
)
|
|||||
Net loss per share, basic
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
||||||||
Net loss per share, diluted
|
$
|
(0.01
|
)
|
(0.01
|
)
|
(0.02
|
)
|
(0.01
|
)
|
|||||||||||
Weighted average number of shares of common stock outstanding, basic
|
43,995,558
|
42,604,564
|
43,800,639
|
42,798,038
|
||||||||||||||||
Weighted average number of shares of common stock outstanding, diluted
|
43,995,558
|
42,604,564
|
43,800,639
|
42,798,038
|
Accumulated
|
||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||
Common Stock
|
Additional
|
During
|
||||||||||||||||||||||||||
Shares
|
Amount
|
Paid-In
|
Development
|
|||||||||||||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||
September 27, 2006 (Inception)
|
13,889,500
|
16,110,500
|
$
|
13,889
|
$
|
16,111
|
$
|
(30,000
|
)
|
$
|
-
|
$
|
-
|
|||||||||||||||
Additional cash contributions to equity
|
-
|
-
|
-
|
-
|
5,003,926
|
-
|
5,003,926
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(172,009
|
)
|
(172,009
|
)
|
|||||||||||||||||||
Balance, December 31, 2006
|
13,889,500
|
16,110,500
|
13,889
|
16,111
|
4,973,926
|
(172,009
|
)
|
4,831,917
|
||||||||||||||||||||
Additional cash contributions to equity
|
-
|
-
|
-
|
-
|
4,970,795
|
-
|
4,970,795
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(616,907
|
)
|
(616,907
|
)
|
|||||||||||||||||||
Balance, December 31, 2007
|
13,889,500
|
16,110,500
|
13,889
|
16,111
|
9,944,721
|
(788,916
|
)
|
9,185,805
|
||||||||||||||||||||
Additional cash contributions to equity
|
-
|
-
|
-
|
-
|
1,032,676
|
-
|
1,032,676
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(618,411
|
)
|
(618,411
|
)
|
|||||||||||||||||||
Balance, December 31, 2008
|
13,889,500
|
16,110,500
|
13,889
|
16,111
|
10,977,397
|
(1,407,327
|
)
|
9,600,070
|
||||||||||||||||||||
Stock issued in recapitalization pursuant to reverse merger
|
3,500,000
|
-
|
3,500
|
-
|
(3,500
|
)
|
-
|
-
|
||||||||||||||||||||
Convertible note issued for cancelled officer shares
|
(2,000,000
|
)
|
-
|
(2,000
|
)
|
-
|
(168,000
|
)
|
-
|
(170,000
|
)
|
|||||||||||||||||
Shares issued for convertible notes payable at $1.00 per share in June, 2009
|
5,566,795
|
-
|
5,567
|
-
|
5,561,228
|
-
|
5,566,795
|
|||||||||||||||||||||
Shares issued for convertible notes payable at $0.50 per share in June, 2009
|
300,049
|
-
|
300
|
-
|
149,725
|
-
|
150,025
|
|||||||||||||||||||||
Shares issued for services at $0.70 per shares in June, 2009
|
500,000
|
-
|
500
|
-
|
349,500
|
-
|
350,000
|
|||||||||||||||||||||
Shares issued for services at $0.20 per share in June, 2009
|
25,000
|
-
|
25
|
-
|
4,975
|
-
|
5,000
|
|||||||||||||||||||||
Shares sold for cash at $0.50 per share in June, 2009
|
20,000
|
-
|
20
|
-
|
9,980
|
-
|
10,000
|
|||||||||||||||||||||
Shares issued for services at $0.50 per share in July, 2009
|
270,000
|
-
|
270
|
-
|
134,730
|
-
|
135,000
|
|||||||||||||||||||||
Shares sold for cash at $0.50 per share in July, 2009
|
420,000
|
-
|
420
|
-
|
209,580
|
-
|
210,000
|
|||||||||||||||||||||
Shares sold for cash at $0.50 per share in August, 2009
|
280,000
|
-
|
280
|
-
|
139,720
|
-
|
140,000
|
|||||||||||||||||||||
Shares sold for cash at $0.50 per share in September, 2009
|
175,000
|
-
|
175
|
-
|
87,325
|
-
|
87,500
|
|||||||||||||||||||||
Shares issued for convertible notes payable at $0.28 per share in September, 2009
|
600,000
|
-
|
600
|
-
|
169,400
|
-
|
170,000
|
|||||||||||||||||||||
Shares issued for services at $0.50 per share in September, 2009
|
25,000
|
-
|
25
|
-
|
12,475
|
-
|
12,500
|
|||||||||||||||||||||
Shares sold for cash at $0.25 per share in October, 2009
|
80,000
|
-
|
80
|
-
|
19,920
|
-
|
20,000
|
|||||||||||||||||||||
Shares sold for cash at $0.50 per share in October, 2009
|
20,000
|
-
|
20
|
-
|
9,980
|
-
|
10,000
|
|||||||||||||||||||||
Shares issued for services at $0.50 per share in November, 2009
|
642,500
|
-
|
643.00
|
-
|
320,607
|
-
|
321,250
|
|||||||||||||||||||||
Shares issued for services at $0.50 per share in December, 2009
|
10,000
|
-
|
10
|
-
|
4,990
|
-
|
5,000
|
|||||||||||||||||||||
Additional cash contributions to capital
|
-
|
-
|
-
|
-
|
590,262
|
-
|
590,262
|
|||||||||||||||||||||
Net loss for the year ended December 31, 2009
|
-
|
-
|
-
|
-
|
-
|
(1,623,928
|
)
|
(1,623,928
|
)
|
|||||||||||||||||||
Balance, December 31, 2009
|
24,323,844
|
16,110,500
|
24,324
|
16,111
|
18,580,294
|
(3,031,255
|
)
|
15,589,474
|
||||||||||||||||||||
Shares issued for services at $0.50 per share in January, 2010
|
210,000
|
-
|
210
|
-
|
104,790
|
-
|
105,000
|
|||||||||||||||||||||
Shares issued for services at $0.50 per share in February, 2010
|
235,000
|
-
|
235
|
-
|
117,265
|
-
|
117,500
|
|||||||||||||||||||||
Shares sold for cash at $0.50 per share in February, 2010
|
202,000
|
-
|
202
|
-
|
100,798
|
-
|
101,000
|
|||||||||||||||||||||
Shares issued for services at $0.50 per share in March, 2010
|
175,000
|
-
|
175
|
-
|
87,325
|
-
|
87,500
|
|||||||||||||||||||||
Shares sold for cash at $0.50 per share in March, 2010
|
129,000
|
-
|
129
|
-
|
64,371
|
-
|
64,500
|
|||||||||||||||||||||
Shares issued for services at $0.50 per share in April, 2010
|
32,000
|
-
|
32
|
-
|
15,968
|
-
|
16,000
|
|||||||||||||||||||||
Shares sold for cash at $0.50 per share in April, 2010
|
172,000
|
-
|
172
|
-
|
85,828
|
-
|
86,000
|
|||||||||||||||||||||
Shares issued for services at $0.50 per share in June, 2010
|
150,000
|
-
|
150
|
-
|
74,850
|
-
|
75,000
|
|||||||||||||||||||||
Shares issued for services at $0.51 per share in July, 2010
|
50,000
|
-
|
50
|
-
|
25,450
|
-
|
25,500
|
|||||||||||||||||||||
Shares issued at $0.49 per share as origination fee for note payable in September, 2010
|
8,000
|
-
|
8
|
-
|
3,912
|
-
|
3,920
|
|||||||||||||||||||||
Shares issued at $0.2412 per share for conversion of note payable in October, 2010
|
41,459
|
-
|
41
|
-
|
9,959
|
-
|
10,000
|
|||||||||||||||||||||
Shares issued at $0.1876 per share for conversion of note payable in October, 2010
|
53,305
|
-
|
53
|
-
|
9,947
|
-
|
10,000
|
|||||||||||||||||||||
Shares issued at $0.1675 per share for conversion of note payable in November, 2010
|
59,701
|
-
|
60
|
-
|
9,940
|
-
|
10,000
|
|||||||||||||||||||||
Shares issued at $0.1414 per share for conversion of note payable in November, 2010
|
70,721
|
-
|
71
|
-
|
9,929
|
-
|
10,000
|
|||||||||||||||||||||
Shares issued at $0.1675 per share for conversion of note payable in December, 2010
|
89,552
|
-
|
90
|
-
|
14,910
|
-
|
15,000
|
|||||||||||||||||||||
Conversion option liability charged to APIC at time of conversion
|
-
|
-
|
-
|
-
|
32,028
|
-
|
32,028
|
|||||||||||||||||||||
Shares issued at $0.64 per share as loan origination fees in October, 2010
|
5,000
|
-
|
5
|
-
|
3,200
|
-
|
3,205
|
|||||||||||||||||||||
Shares issued at $0.28 per share as loan origination fees in November, 2010
|
3,000
|
-
|
3
|
-
|
837
|
-
|
840
|
|||||||||||||||||||||
Shares issued at $0.30 per share as loan origination fees in November, 2010
|
15,000
|
-
|
15
|
-
|
4,485
|
-
|
4,500
|
|||||||||||||||||||||
Shares issued at $0.33 per share as loan origination fees in November, 2010
|
15,000
|
-
|
15
|
-
|
4,935
|
-
|
4,950
|
|||||||||||||||||||||
Shares issued at $0.24 per share as loan origination fees in December, 2010
|
2,500
|
-
|
2
|
-
|
598
|
-
|
600
|
|||||||||||||||||||||
Shares sold for cash at $0.50 per share in November, 2010
|
200,000
|
-
|
200
|
-
|
99,800
|
-
|
100,000
|
|||||||||||||||||||||
Net loss for the year ended December 31, 2010
|
-
|
-
|
-
|
-
|
-
|
(6,629,661
|
)
|
(6,629,661
|
)
|
|||||||||||||||||||
Balance, December 31, 2010
|
26,242,082
|
16,110,500
|
26,242
|
16,111
|
19,461,419
|
(9,660,916
|
)
|
9,842,856
|
||||||||||||||||||||
Shares issued at $0.1407 per share for conversion of note payable in January 2011
|
71,073
|
-
|
71
|
-
|
9,929
|
-
|
10,000
|
|||||||||||||||||||||
Shares issued at $0.1273 per share for conversion of note payable in January 2011
|
94,266
|
-
|
94
|
-
|
11,906
|
-
|
12,000
|
|||||||||||||||||||||
Shares issued at $0.1117 per share for conversion of note payable in January 2011
|
102,060
|
-
|
102
|
-
|
12,131
|
-
|
12,233
|
|||||||||||||||||||||
Shares issued at$0.18 per share for conversion of note payable in February 2011
|
28,246
|
-
|
28
|
-
|
5,022
|
-
|
5,050
|
|||||||||||||||||||||
Shares issued at $0.15 per share for conversion of note payable in March 2011
|
75,400
|
-
|
75
|
-
|
11,235
|
-
|
11,310
|
|||||||||||||||||||||
Derivative liability charged to APIC at time of conversion
|
-
|
-
|
-
|
-
|
18,202
|
-
|
18,202
|
|||||||||||||||||||||
Shares issued at $0.25 per share as loan origination fees in March 2011
|
38,000
|
-
|
38
|
-
|
9,462
|
-
|
9,500
|
|||||||||||||||||||||
Shares issued at $0.18 per share as loan origination fees in March 2011
|
22,500
|
-
|
23
|
-
|
4,027
|
-
|
4,050
|
|||||||||||||||||||||
Shares issued for services at $0.25 per share in March 2011
|
163,500
|
-
|
164
|
-
|
40,711
|
-
|
40,875
|
|||||||||||||||||||||
Shares issued under SIP at $0.25 per share in March 2011
|
60,000
|
-
|
60
|
-
|
14,940
|
-
|
15,000
|
|||||||||||||||||||||
Shares issued for services at $0.25 per share in March 2011
|
20,000
|
-
|
20
|
-
|
4,980
|
-
|
5,000
|
|||||||||||||||||||||
Common stock issued at $0.15 per share for June 2011 loan origination fees
|
3,500
|
-
|
4
|
-
|
521
|
-
|
525
|
|||||||||||||||||||||
Common stock issued at $0.19 per share for September 2011 loan origination fees
|
54,655
|
-
|
54
|
-
|
10,330
|
-
|
10,384
|
|||||||||||||||||||||
Shares issued at $0.13 per share pursuant to note conversion in December 2011
|
59,701
|
-
|
60
|
-
|
7,940
|
-
|
8,000
|
|||||||||||||||||||||
Shares issued at $0.10 per share pursuant to note conversion in December 2011
|
143,266
|
-
|
143
|
-
|
14,857
|
-
|
15,000
|
|||||||||||||||||||||
Shares issued at $0.18 per share as loan origination fee in December 2011
|
51,000
|
-
|
51
|
-
|
9,129
|
-
|
9,180
|
|||||||||||||||||||||
Reclassify Conversion Option to Liability for portion converted
|
-
|
-
|
-
|
-
|
31,888
|
-
|
31,888
|
|||||||||||||||||||||
Net loss for the year ended December 31, 2011
|
-
|
-
|
-
|
-
|
-
|
(1,135,739
|
)
|
(1,135,739
|
)
|
|||||||||||||||||||
Balance December 31, 2011
|
27,229,249
|
16,110,500
|
27,229
|
16,111
|
19,678,629
|
(10,796,655
|
)
|
8,925,314
|
||||||||||||||||||||
Shares issued pursuant to note conversion at conversion price of $0.11 per share in January 2012
|
139,925
|
-
|
140
|
-
|
14,860
|
-
|
15,000
|
|||||||||||||||||||||
Shares issued pursuant to note conversion at conversion price of $0.10 per share in January 2012
|
142,421
|
-
|
142
|
-
|
14,016
|
-
|
14,158
|
|||||||||||||||||||||
Shares issued for services at $0.20 per share in March 2012
|
204,000
|
-
|
204
|
-
|
40,596
|
-
|
40,800
|
|||||||||||||||||||||
Shares issued under SIP at $0.14 in March 2012
|
25,000
|
-
|
25
|
-
|
3,475
|
-
|
3,500
|
|||||||||||||||||||||
Reclassify Conversion Option to Liability for portion converted
|
18,411
|
18,411
|
||||||||||||||||||||||||||
Net loss for three months ended March 31, 2012
|
-
|
-
|
-
|
-
|
-
|
(368,026
|
)
|
(368,026
|
)
|
|||||||||||||||||||
Shares sold for cash at $0.15 per share April 2012
|
20,000
|
-
|
20
|
-
|
2,980
|
-
|
3,000
|
|||||||||||||||||||||
Shares sold for cash at $0.15 per share in June 2012
|
833,334
|
-
|
833
|
-
|
124,167
|
-
|
125,000
|
|||||||||||||||||||||
Shares issued at $0.195 per share as loan origination fee in June 2012
|
6,000
|
-
|
6
|
-
|
1,164
|
-
|
1,170
|
|||||||||||||||||||||
Shares issued at $0.19 per share as loan origination fee in June 2012
|
2,000
|
-
|
2
|
-
|
378
|
-
|
380
|
|||||||||||||||||||||
Shares issued at $0.18 per share as loan origination fee in June 2012
|
5,000
|
-
|
5
|
-
|
895
|
-
|
900
|
|||||||||||||||||||||
Shares issued at $0.20 per share in lieu of cash for accounts payable in June 2012
|
374,095
|
-
|
375
|
-
|
74,445
|
-
|
74,820
|
|||||||||||||||||||||
Net loss for the three months ending June 30, 2012
|
-
|
-
|
-
|
-
|
-
|
(399,483
|
)
|
(399,483
|
)
|
|||||||||||||||||||
Balance June 30, 2012 (Unaudited)
|
28,981,024
|
16,110,500
|
28,981
|
16,111
|
19,974,016
|
(11,564,164
|
)
|
8,454,944
|
For the six months Ended |
September 27, 2006
(inception) to
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2012
|
2011
|
2012
|
||||||||||
Cash Flows From Operating Activities
|
||||||||||||
Net loss
|
$
|
(767,509
|
)
|
$
|
(416,581
|
)
|
$
|
(11,564,164
|
)
|
|||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||||||
Depreciation
|
534
|
1,678
|
15,863
|
|||||||||
Amortization of discount on notes payable
|
180,887
|
448
|
233,042
|
|||||||||
Impairment of tangible asset
|
-
|
-
|
4,180,001
|
|||||||||
Loss on sale of equipment
|
4,200
|
-
|
722,310
|
|||||||||
Revaluation of derivative liability
|
(3,075
|
)
|
6,994
|
46,404
|
||||||||
Stock issued for services
|
119,120
|
60,875
|
1,435,245
|
|||||||||
Stock issued for loan origination fee
|
2,450
|
14,075
|
54,104
|
|||||||||
Stock issued for interest
|
-
|
-
|
25
|
|||||||||
Changes in operating assets and liabilities
|
||||||||||||
Prepaid expenses
|
4,043
|
(1,137
|
)
|
(4,896
|
)
|
|||||||
Other receivable
|
-
|
191,090
|
189,490
|
|||||||||
Accounts payable
|
3,292
|
(5,681
|
)
|
173,851
|
||||||||
Accrued interest - related parties
|
4,864
|
1,378
|
16,925
|
|||||||||
Accrued interest
|
108,871
|
41,273
|
262,353
|
|||||||||
Accrued expenses
|
(8,554
|
)
|
(21,596
|
)
|
167,859
|
|||||||
Net cash used in operating activities
|
(350,877
|
)
|
(127,184
|
)
|
(4,071,588
|
)
|
||||||
Cash Flows From Investing Activities
|
||||||||||||
Purchase of property and equipment
|
(883
|
)
|
-
|
(20,980
|
)
|
|||||||
Proceeds from sale of assets
|
6,832
|
250
|
1,179,082
|
|||||||||
Purchase of assets - Island Breeze and m/v Casino Royale
|
(1,208,379
|
)
|
(180,595
|
)
|
(18,655,369
|
)
|
||||||
Net cash used in investing activities
|
(1,202,430
|
)
|
(180,345
|
)
|
(17,497,267
|
)
|
||||||
Cash Flows From Financing Activities
|
||||||||||||
Proceeds from line of credit
|
-
|
90,000
|
145,000
|
|||||||||
Proceeds from issuance of convertible notes
|
119,000
|
265,000
|
6,985,362
|
|||||||||
Proceeds from issuance of notes payable – other
|
1,260,841
|
2,450,075
|
||||||||||
Payments on notes payable – other
|
(2,633
|
)
|
(45,000
|
)
|
(200,112
|
)
|
||||||
Principal payments on convertible notes
|
-
|
(6,000
|
)
|
(6,000
|
)
|
|||||||
Proceeds from issuance of common stock for cash
|
128,000
|
-
|
937,000
|
|||||||||
Proceeds from notes payable – related parties
|
-
|
45,000
|
45,000
|
|||||||||
Payments of notes payable - related parties
|
-
|
(20,000
|
)
|
(175,416
|
)
|
|||||||
Principal payments on line of credit
|
(75,000
|
)
|
-
|
(110,000
|
)
|
|||||||
Capital contribution
|
-
|
-
|
11,597,659
|
|||||||||
Net cash provided by financing activities
|
1,430,208
|
329,000
|
21,668,568
|
|||||||||
Net increase (decrease) in cash
|
(123,099
|
)
|
21,471
|
99,713
|
||||||||
Cash and cash equivalents, beginning of the year
|
$
|
222,812
|
$
|
49,635
|
$
|
-
|
||||||
Cash and cash equivalents, end of the period
|
$
|
99,713
|
$
|
71,106
|
$
|
99,713
|
||||||
Cash paid during the period for:
|
||||||||||||
Interest
|
$
|
85,244
|
$
|
7,624
|
$
|
117,147
|
||||||
Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Supplemental Information and Non-monetary Transactions:
|
||||||||||||
Issuance of stock for convertible debt and accrued interest
|
$
|
29,158
|
$
|
50,223
|
$
|
6,096,051
|
||||||
Issuance of stock for services
|
$
|
119,120
|
$
|
60,875
|
$
|
1,745,245
|
||||||
Issuance of stock for loan origination fee
|
$
|
2,450
|
$
|
14,075
|
$
|
54,104
|
||||||
Capitalized accrued interest
|
$
|
-
|
$
|
-
|
$
|
597,699
|
||||||
Issuance of convertible debt for stock
|
$
|
-
|
$
|
-
|
$
|
170,000
|
||||||
Issuance of Mezzanine equity with Put option
|
$
|
-
|
$
|
-
|
$
|
208,333
|
Years
|
||||
Vessel
|
30
|
|||
Vessel improvement
|
3-28
|
|||
Machinery and equipment
|
10
|
|||
Computer hardware and software
|
3-5
|
Description
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Derivative liability
|
—
|
—
|
—
|
—
|
Description
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Derivative liability
|
—
|
—
|
21,486
|
21,486
|
June 30,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
||||||||
Furniture and fixtures
|
$
|
3,844
|
$
|
3,844
|
||||
Office equipment
|
13,555
|
12,672
|
||||||
Computer software
|
3,573
|
3,573
|
||||||
20,972
|
20,089
|
|||||||
Less accumulated depreciation
|
15,863
|
15,329
|
||||||
Property and equipment, net
|
$
|
5,109
|
$
|
4,760
|
June 30,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Notes payable - related parties, (a)(d)
|
$
|
105,000
|
$
|
105,000
|
||||
Notes payable – others, (c)(ap)
|
2,021,657
|
601,417
|
||||||
Convertible notes payable – related parties, (v)
|
45,000
|
45,000
|
||||||
Convertible notes payable, net, (e) through (at) except (v)
|
1,260,800
|
1,146,631
|
||||||
Line of Credit, (xx)
|
35,000
|
110,000
|
||||||
$
|
3,467,457
|
$
|
2,008,048
|
(a)
|
On December 1, 2008 and December 5, 2008 the Company borrowed an aggregated sum of $90,000 from officers and directors of the Company. The Company issued Promissory Notes with a term of one year at an interest rate of five percent that accrues to term. The Notes were subsequently reissued under the original terms of the Notes for a period of one year from the respective original term dates. During the year ended December 31, 2010, the Company made principal payments in the amount of $5,000 on this note. On December 16, 2011, the Note holders signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. During the year ended December 31, 2011, the Company made principal payments of $20,000 and accrued interest payments of $2,135 on these Notes. On June 30, 2012, the aggregate principal balance of the Notes was $65,000 and accrued interest was $12,142.
|
(b)
|
Deleted.
|
|
|
(c)
|
On June 18, 2009, the Company borrowed $250,000 and issued a Promissory Note evidencing this loan. This loan, plus interest at the rate of 12% per annum and is payable 90 days from the date of issue. We also issued 25,000 shares of Class A common stock in connection with this loan. On September 17, 2009 the Company issued the Promissory Note under the original terms, for $227,479, which included the original principle amount less a $30,000 principal pay down plus accrued interest. The Promissory Note is payable 90 days from date of issue. We also issued 25,000 shares of Class A common stock in connection with the extension of this loan. On December 17, 2009 the Company reissued the Promissory Note under the original terms, for $200,788, which included the original principle amount less a $30,000 principal pay down plus accrued interest. The Promissory Note is payable 104 days from date of issue. We also issued 5,000 shares of Class A common stock in connection with the extension of this loan. During the period from January 1, 2010 to March 31, 2010, the Company made aggregate payments of principal in the amount of $40,000. On April 1, 2010, the Company reissued the Promissory Note under the original terms, for $167,335, which included accrued interest. The Promissory Note was payable six months from date of issue. During the period from March 31, 2010 to June 30, 2010, the Company made aggregate payments of principal in the amount of $36,000. On October 1, 2010, the Company reissued the Promissory Note under the original terms, for $91,335. The Promissory Note is payable six months from the date of issue. During the period from July 1, 2010 to September 30, 2010, the Company made aggregate payments of principal in the amount of $30,000. During the period from September 30, 2010 to December 31, 2010, the Company made aggregate principal payments in the amount of $40,000 and interest payments in the amount of $7,852. Subsequent to the due date, the lender verbally agreed to extend the Note on a month-to-month basis until paid in full. During the period from January 1, 2011 to December 31, 2011, the Company made aggregate principal payments in the amount of $61,335 and accrued interest payments of $2,665, which satisfied the Company’s obligations under this Note.
|
(d)
|
On October 9, 2009, the Company borrowed $49,000 and issued a Promissory Note to Olympian Cruises, LLC, our majority shareholder. Olympian owns 13,889,500 shares of Class A Common Stock and 16,110,500 shares of Class B Common Stock, which were issued to Olympian during the Share Exchange with Island Breeze International, Inc. on June 12, 2009. The managing members of Olympian include three officers of Island Breeze International, Inc. The Promissory Note provides for interest at the rate of 5% per annum and is payable along with principal, one year from the date of issue. On January 13, 2010, the Company made a principal payment in the amount of $500. On June 3, 2010, the Company made a principal payment in the amount of $500. On August 30, 2010, the Company made a principal payment in the amount of $8,000. On October 9, 2010, the Company reissued the Promissory Note under the original terms for $40,000. On December 16, 2011, the Note holder signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the note balance was $40,000 and accrued interest on the note was $5,580.
|
(e)
|
On November 6, 2009, the Company borrowed $300,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 120,000 shares of Class A common stock in connection with this loan. On November 17, 2010, a new Convertible Promissory Note was issued in the amount of $330,904 which included accrued interest of $30,904. As additional consideration for the lender agreeing to this transaction, the Company issued 15,000 restricted shares of its Class A common stock to the note holder. This note was due in one payment on February 29, 2011. On March 1, 2011, the note holder extended the loan under the current terms until June 1, 2011. As Additional consideration for the extension, the Company issued 10,000 restricted shares of its Class A common stock to the note holder. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the note balance was $330,904 and accrued interest on the note was $53,579.
|
(f)
|
On November 17, 2009, the Company borrowed $72,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 22,500 shares of Class A common stock in connection with this loan. On November 23, 2010, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring note. The new note bears interest at the rate of 12% per annum, and is payable in one installment on February 23, 2011. During the three months ended December 31, 2010, the Company paid accrued interest in the amount of $7,318. The Company also issued 15,000 shares of Class A common stock in connection with the new note. On March 4, 2011, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring Note. The new Note bears interest at the rate of 15% per annum, a conversion price of $0.15 per share based upon the fair market value during the period, and is payable in one installment on May 31, 2011. On March 8, 2011, the Company paid accrued interest in the amount of $2,369. The Company also issued 30,000 shares of Class A common stock in connection with the new Note. On August 14, 2011, the Company executed an extension on the Note thru September 30, 2011. The Company paid accrued interest thru the period ended June 30, 2011, in the amount of $3,515 and also issued 35,000 shares of Class A common stock in connection with the extension. On December 1, 2011, the Company executed an extension on the Note thru June 30, 2012. The Company paid accrued interest in the amount of $2,973 and also issued 35,000 shares of Class A common stock in connection with the extension. Subsequent to the maturity date, the Company is in discussions with the Lender to extend the Note. On June 30, 2012, the note balance was $72,000 and accrued interest was $7,856.
|
(g)
|
On December 18, 2009, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. On March 31, 2011, the holder of the Note converted the principal balance of $10,000 and accrued interest of $1,310 into 75,400 shares of Class A common shares which satisfied the Company’s obligations under this Note.
|
(h)
|
On December 31, 2009, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 2,000 shares of Class A common stock in connection with this loan. On February 11, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share, based upon the fair market value during the period. As additional consideration of the lender agreeing to this transaction, the Company issued 1,000 restricted shares of its Class A common stock to the Note holder. On December 16, 2011, the Note holder signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. The Company issued 1,000 shares of Class A common stock in connection with this extension. On June 30, 2012, the Note balance due on this note was $10,000 and accrued interest was $2,499.
|
(i)
|
On December 31, 2009, the Company borrowed $15,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 3,000 shares of Class A common stock in connection with this loan. On December 16, 2011, the Note holder signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. The Company issued 1,000 shares of Class A common stock in connection with this extension. On June 30, 2012, the Note balance was $15,000 and accrued interest was $3,748.
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(j)
|
On February 1, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or for all like this before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On February 16, 2011, the holder converted $4,000 of principal and $1,084 of accrued interest due on the Note into 28,246 shares of Class A common stock. We paid the lender $6,000 of remaining principal due to satisfy the Company’s obligations under the Note.
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(k)
|
On February 14, 2010, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 4,000 shares of Class A common stock in connection with this loan. On February 11, 2011, the Company reissued the Note with a maturity date of September 30, 2011 and a conversion price of $0.25 per share, based upon the fair market value during the period. As additional consideration of the lender agreeing to this transaction, the Company issued 2,000 restricted shares of its Class A common stock to the Note holder. On July 28, 2011, the Lender cancelled this Note and rolled the principal in the amount of $20,000 and accrued interest in the amount of $2,953 into a new note as referenced in Note 7(ag) of this report.
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(l)
|
On February 13, 2010, the Company borrowed $30,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 6,000 shares of Class A common stock in connection with this loan. On December 16, 2011, the Note holder signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. During June 2012, the Company issued 1,000 shares of Class A common stock in connection with this extension. On June 30, 2012, the note balance was $30,000 and accrued interest on the note was $7,144.
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(m)
|
On February 16, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On December 1, 2011, the Note holder signed an extension agreement that extends the maturity date until March 31, 2012. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. The Company issued 1,000 shares of Class A common stock in connection with this extension. On June 30, 2012, the note balance was $10,000 and accrued interest on the note was $2,367.
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(n)
|
On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On December 1, 2011, the Note holder signed an extension agreement that extends the maturity date until February 28, 2012. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. The Company issued 2,000 shares of Class A common stock in connection with this extension. On June 30, 2012, the note balance was $10,000 and accrued interest on the note was $2,364.
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(o)
|
On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On October 18, 2011, the Company reissued the Note in the amount of $11,663 which included $10,000 principal and $1,663 of accrued interest thru date of reissue. The maturity date of the reissued Note is April 30, 2012. The Company issued 1,000 shares of Class A common stock in connection with this Note. On May 18, 2012, the lender rolled the Company reissued the Note in the amount of $12,346, as referenced in Note 7(au) of this report, which included $11,663 of principal and $683 of accrued interest thru date of reissue.
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(p)
|
On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. On December 16, 2011, the Note holder signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. The Company agreed to issue 1,000 shares of Class A common stock in connection with this extension. On June 30, 2012, the note balance was $10,000 and accrued interest on the note was $2,371.
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|
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(q)
|
On April 16, 2010, we entered into a Securities Purchase Agreement (“SPA”) with an investor and pursuant thereto issued an 8% convertible promissory note in the amount of $85,000 that is convertible into shares of Class A Common Stock. The loan is due in full along with accrued interest on December 1, 2010. The Investor has the right to convert all or any part of the outstanding and unpaid principal amount, as well as the interest accrued on this note into fully paid and non-assessable shares of Common Stock. The conversion price is sixty-seven percent of the average of the three lowest bid prices on the over-the-counter bulletin board during the 10-day period prior to the conversion. During the period commencing on the execution of the note and ending 180 days thereafter, subject to certain limitations, provided the Investor has not sent us a notice of conversion, we have the right to redeem the note for an amount equal to 150 percent of the outstanding principal amount of the note plus the interest accrued and unpaid thereon, plus certain other adjustments. Because the conversion price is based upon the price of the Company stock and is a variable price, this conversion feature is considered a derivative liability pursuant to ASC 815-40 (note 6). The conversion feature was valued via the Black-Scholes valuation method at $9,343 at the time the note was issued. This amount is considered a discount to the note, and is being amortized to interest expense over the life of the note. During the year ended December 31, 2010, the entire discount of $9,343 was amortized, and at December 31, 2010 the amount of unamortized discount was $0. During the three months ended December 31, 2010, principal in the amount of $55,000 was converted into 314,738 shares of the Company’s Class A Common stock. At December 31, 2010, principal of $30,000 and accrued interest of $4,233 were due on the note. During the period January 1, 2011 to March 31, 2011, the remaining principal in the amount of $30,000 and accrued interest in the amount of $4,233 was converted into 267,399 Class A common shares which satisfied the Company’s obligations under this Note. On June 13, 2011 we entered into a SPA with an investor and issued an 8% convertible promissory note, under identical terms as denoted above, in the amount of $50,000 that is convertible into shares of Class A Common Stock. The loan is due in full along with accrued interest on March 5, 2012. The beneficial derivative liability was valued via the Black-Scholes valuation method at $44,782 at the time the note was issued. During the year ended December 31, 2011, $23,296 of the discount was amortized, and at December 31, 2011 the amount of unamortized discount was $21,486. During December 2011, the holder of the note converted $23,000 of the principal due on the note into 202,967 shares of Class A common stock. On December 31, 2011, the Note balance was $27,000 and accrued interest on the Note was $2,158. During January 2012, the holder of our $50,000 convertible promissory note converted $27,000 of the principal due on the note and accrued interest of $2,158 into 282,346 shares of Class A common stock. The Company has satisfied its obligations under this Note.
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(r)
|
On June 15, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. On December 16, 2011, the Note holder signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. The Company issued 1,000 shares of Class A common stock in connection with this extension. On June 30, 2012, the note balance was $10,000 and accrued interest on the note was $2,044.
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(s)
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On September 29, 2010, the Company borrowed $80,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 8,000 shares of Class A common stock in connection with this loan. On December 31, 2011, the note balance was $80,000 and accrued interest on the note was $11,069. On January 13, 2012, the Lender agreed to extend the note, at an interest rate of 15% annum, until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; (ii) the note holder rolls this note into a new Convertible Note with a principal amount of $91,069, which includes principal of $80,000 and accrued interest thru December 31, 2011 of $11,069, and a conversion rate of $0.20 per share; or (iii) the note holder delivers to the Company a written notice to convert or request for payment. The Company issued 10,000 shares of Class A common stock in connection with this extension. On June 30, 2012, the note balance was $80,000 and accrued interest on the note was $17,053.
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(t)
|
On November 10, 2010, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 12% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 3,000 shares of Class A common stock in connection with this loan. On August 8, 2011, the Lender agreed to extend the maturity date of the Note until August 8, 2012 with a new interest rate of 15% per annum and a conversion price of $0.20 per share, based upon the fair market value during the period. The Lender added an additional $75,000 of principal to the Note and agreed to roll accrued interest of $2,150 into the Note as principal. The Company also issued 10,215 shares of Class A common stock in connection with the extension of this Note. On June 20, 2012, the lender extended the maturity date of the Note thru June 20, 2013. The Company also issued 2,000 shares of Class A common stock in connection with the extension of this Note. On June 30, 2012, the note balance was $102,150 and accrued interest on the note was $13,414.
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(u)
|
On December 29, 2010, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 2,500 shares of Class A common stock in connection with this loan. On July 28, 2011, the Lender cancelled this Note and rolled the principal in the amount of $25,000 and accrued interest in the amount of $1,447 into a new note as referenced in Note 7(ag) of this report.
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(v)
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On February 9, 2011, the Company borrowed $20,000 from an Officer of the Company and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.25 per share, based upon the fair market value during the period. On June 30, 2011, the Company borrowed $25,000 from an Officer of the Company and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable sixty days from the date of issue. On or before the maturity date, upon written notice to the Company, the lender may elect to convert the principal amount of this Note into Class A Common shares at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also committed to issue 2,500 shares of Class A common stock in connection with this loan. On December 16, 2011, the Note holders signed an extension agreement that extends the maturity dates until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the aggregated Notes balance was $45,000 and accrued interest on the Notes was $5,290.
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(w)
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On February 15, 2011, the Company borrowed $50,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 2,500 shares of Class A common stock in connection with this loan. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $50,000 and accrued interest on the Note was $6,864.
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(x)
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On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 250 shares of Class A common stock in connection with this loan. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $5,000 and accrued interest on the Note was $686.
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(y)
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On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 250 shares of Class A common stock in connection with this loan. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $5,000 and accrued interest on the Note was $686.
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(z)
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On February 15, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 250 shares of Class A common stock in connection with this loan. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $5,000 and accrued interest on the Note was $686.
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(aa)
|
On February 15, 2011, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 1,250 shares of Class A common stock in connection with this loan. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $25,000 and accrued interest on the Note was $3,431.
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(ab)
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On February 25, 2011, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 2,500 shares of Class A common stock in connection with this loan. On February 15, 2012, the Note holder signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. The Company issued 1,000 shares of Class A common stock in connection with this extension. On June 30, 2012, the Note balance was $25,000 and accrued interest on the Note was $3,363.
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(ac)
|
On March 25, 2011, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $20,000 and accrued interest on the Note was $2,537.
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(ad)
|
On March 28, 2011, the Company borrowed $50,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 2,500 shares of Class A common stock in connection with this loan. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $50,000 and accrued interest on the Note was $6,301.
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(ae)
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On March 29, 2011, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $20,000 and accrued interest on the Note was $2,515.
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(af)
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On June 30, 2011, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. Subsequent to the maturity date, the Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $10,000 and accrued interest on the Note was $1,003.
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(ag)
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On July 28, 2011, the Lender cancelled the Notes referenced in Note 7(k) and Note 7(u) of this report and rolled the aggregated principal in the amount of $45,000, aggregated accrued interest in the amount of $4,400, and new cash in the amount of $25,000 into a new Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 15% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 7,440 shares of Class A common stock in connection with this loan. The Company and lender are in discussions to extend the note under the current terms until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On June 30, 2012, the Note balance was $74,400 and accrued interest on the Note was $10,365.
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(ah)
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On August 18, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 500 shares of Class A common stock in connection with this loan. On June 30, 2012, the Note balance was $5,000 and accrued interest on the Note was $436.
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(ai)
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On September 20, 2011, the Company borrowed $15,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 1,500 shares of Class A common stock in connection with this loan. On June 30, 2012, the Note balance was $15,000 and accrued interest on the Note was $1,167.
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(aj)
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On November 29, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. On June 30, 2012, the Note balance was $5,000 and accrued interest on the Note was $293.
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(ak)
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On November 29, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. On June 30, 2012, the Note balance was $5,000 and accrued interest on the Note was $293.
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(al)
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On November 29, 2011, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, which based upon the fair market value during the period. On June 30, 2012, the Note balance was $10,000 and accrued interest on the Note was $586.
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(am)
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On November 29, 2011, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. On June 30, 2012, the Note balance was $10,000 and accrued interest on the Note was $586.
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(an)
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On November 29, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. On June 30, 2012, the Note balance was $5,000 and accrued interest on the Note was $293.
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(ao)
|
On November 29, 2011, the Company borrowed $5,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. On June 30, 2012, the Note balance was $5,000 and accrued interest on the Note was $293.
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(ap)
|
On November 9, 2011, we and our wholly owned Cayman Island subsidiary, Island Breeze International (“International”), entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) as evidenced in our Form 8K filed on November 14, 2011. Pursuant to the SPA, we and International issued to Investor a promissory note (the “Note”) in the principal amount of $2,750,000 which, if fully funded, will represent $2,500,000 in cash and a non refundable 9% original issue discount (“OID”) of $250,000. Pursuant to this financing, we can request advances be made to us by the Investor from time to time. The initial advance at closing was $724,580.38 (inclusive of the OID). Subsequent advances will be used primarily to pay for refurbishment of Island Breeze. The Note is due and payable on November 9, 2012 and is secured by a mortgage on Island Breeze, a vessel owned by International. In connection with this loan, we issued to Investor 2,083,333 shares of our common stock (the “Shares”). We have the right to purchase, for $0.001 per share, a percentage of these Shares determined by the percentage of the Note which is not funded by advances (the “Repurchase Right”). Under the terms of the SPA, Investor has the right, commencing on the 22nd month anniversary of the closing (subject to acceleration in certain circumstances), to cause us and International to purchase the shares for cash at a purchase price per share of $0.10, subject to certain adjustments (the “Put”). The mortgage will be released upon our satisfaction of the Note and until such time will secure our obligations under the Note, the Put, and other obligations set forth in the documents executed with respect to the transaction. At June 30, 2012 and December 31, 2011, the Shares are presented as mezzanine equity. Since inception of Note, thru June 30, 2012, the Company has received an aggregate of $2,253,927 advanced against the Note (inclusive of the OID). Since inception of the Note thru June 30, 2012, the Company has paid $77,611 of interest on the Note. On June 30, 2012, the Company has the right to repurchase 375,813 Shares at a repurchase price of $376. Additionally, the Investor may Put to the Company 1,707,520 Shares at an aggregate Put price of $170,752. On June 30, 2012, the Note balance was $2,253,927 and accrued interest on the Note was $58,251.
|
(aq)
|
On December 28, 2011, the Company borrowed $100,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company also issued 10,000 shares of Class A common stock in connection with this loan. On June 30, 2012, the Note balance was $100,000 and accrued interest on the Note was $5,068.
|
(ar)
|
On February 6, 2012, the Company borrowed $35,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. On June 30, 2012, the Note balance was $35,000 and accrued interest on the Note was $1,390.
|
(as)
|
On February 7, 2012, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. On June 30, 2012, the Note balance was $20,000 and accrued interest on the Note was $795.
|
(at)
|
On March 27, 2012, the Company borrowed $14,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. On June 30, 2012, the Note balance was $14,000 and accrued interest on the Note was $683.
|
(au)
|
On May 18, 2012, the lender referenced in Note 7(o), rolled an aggregate of $12,346, which included $11,663 of principal and $683 of accrued interest thru date of reissue. The Company issued a Convertible Promissory Note evidencing this loan. The Company issued 2,000 shares of Class A common stock in connection with this Note. This loan, plus interest at the rate of 10% per annum, is payable upon the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.25 per share, based upon the fair market value during the period. On June 30, 2012, the Note balance was $12,346 and accrued interest on the Note was $142.
|
(av)
|
On June 22, 2012, the Company borrowed $50,000 and issued a Convertible Promissory Note evidencing this loan. This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue. On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.20 per share, based upon the fair market value during the period. The Company issued 5,000 shares of Class A common stock in connection with this Note. On June 30, 2012, the Note balance was $50,000 and accrued interest on the Note was $123.
|
(xx)
|
During the year ended December 31, 2011, we borrowed an aggregate of $145,000 against an established line of credit. This loan, plus interest accrued at the rate of 18% annum, is payable at the discretion of the Company during the term of the credit line, but shall be paid in full no later than June 1, 2012. Subsequent to the maturity date, the Company is in discussions with the lender to convert the remaining principal into Class A common stock of the Company. During the three months ended June 30, 2012, we made payments of $10,000 principal and $1,313 accrued interest on this loan. On June 30, 2012, the principal balance due on this line of credit was $35,000 and accrued interest was $1,061.
|
Six months ending December 31,
|
2012
|
$
|
8,244
|
||
Year ending December 31,
|
2013
|
4,836
|
|||
$
|
13,080
|
Exhibit No
|
Description
|
|
2.1***
|
Agreement and Plan of Share Exchange, dated as of June 12, 2009, among Goldpoint Resources, Inc. and Olympian Cruises, LLC.
|
|
3.1**
|
Articles of Incorporation of Goldpoint Resources, Inc.
|
|
3.2**
|
By-Laws Incorporation of Goldpoint Resources, Inc.
|
|
3.3*****
|
Amended and Restated Certificate of Incorporation of Island Breeze International, Inc.
|
|
3.4*****
|
By-Laws of Island Breeze International, Inc.
|
|
4.1***
|
Form of Convertible Promissory Note in the principal amount of $500,000 issued by Island Breeze International to Catino, SA dated May 23, 2008.
|
|
4.2***
|
Form of Convertible Promissory Note in the principal amount of $4,000,000 issued by Island Breeze International to Catino, SA dated May 23, 2008.
|
|
4.3***
|
Form of Convertible Promissory Note in the principal amount of $500,000 issued by Island Breeze International to Catino, SA dated September 3, 2008.
|
|
4.4***
|
Form of Convertible Promissory Notes issued to investors, in the aggregate principal amount of $150,000, in June 2009.
|
|
4.5***
|
Form of Convertible Promissory Note issued to Patrick Orr in the amount of $600,000, dated June 12, 2009.
|
|
4.6****
|
Drawdown Equity Financing Agreement between Island Breeze International, Inc. and Auctus Private Equity Fund, LLC dated January 25, 2010.
|
|
4.7****
|
Registration Rights Agreement Between Island Breeze International, Inc. and Auctus Private Equity Fund, LLC dated January 25, 2010.
|
|
4.8*****
|
Island Breeze International 2009 Stock Incentive Plan.
|
|
4.9******
|
Form of Joint Venture Agreement between an investor, Island Breeze International, Inc. and Island Breeze International dated, April 16, 2010.
|
|
4.10******
|
Form of Securities Purchase Agreement, between Island Breeze International and an investor dated, April 16, 2010.
|
|
4.11******
|
Form of Securities Purchase Agreement, between Island Breeze International and an investor dated, April 16, 2010, with respect to the Convertible Promissory Note in the amount of $85,000 issued by the Company on April 16, 2010.
|
|
4.12******
|
Form of Convertible Promissory Note issued to an investor, in the principal amount of $85,000 dated, April 16, 2010.
|
|
4.13*******
|
Form of Amendment of the Joint Venture Agreement between an investor, Island Breeze International, Inc. and Island Breeze International and the Securities Purchase Agreement, between Island Breeze International and an investor, each dated, April 16, 2010.
|
|
10.1***
|
Mortgage issued as of May, 2008 by Island Breeze International, as Mortgagor, to Catino, S.A., as Mortgagee.
|
|
10.2******
|
Memorandum of Understanding between Island Breeze International and Amandla Icon Shipping Corporation Pte Ltd dated April 17, 2009.
|
|
10.3********
|
Form of Funding Commitment dated, August 3, 2011.
|
|
14*****
|
Code of Ethics.
|
|
21.1*****
|
Subsidiaries
|
|
31.1*
|
||
31.2*
|
||
32.1*
|
||
32.2*
|
||
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
ISLAND BREEZE INTERNATIONAL, INC.
|
|||
Dated: August 10, 2012
|
By:
|
/s/ Bradley T. Prader
|
|
Bradley T. Prader
|
|||
President and Chief Executive Officer
|
|||
By:
|
/s/ Steven G. Weismann
|
||
Steven G. Weismann
|
|||
Chief Financial Officer
|
|||
1.
|
I have reviewed this quarterly report on Form 10-Q of Island Breeze International, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and registrant's board of directors (or persons performing equivalent functions):
|
ISLAND BREEZE INTERNATIONAL, INC.
|
|||
Dated: August 10, 2012
|
By:
|
/s/ Bradley T. Prader
|
|
Bradley T. Prader
|
|||
Chief Executive Officer
|
|||
1.
|
I have reviewed this quarterly report on Form 10-Q of Island Breeze International, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the registrant's board of directors (or persons performing equivalent functions):
|
ISLAND BREEZE INTERNATIONAL, INC.
|
|||
Dated: August 10, 2012
|
By:
|
/s/ Steven G. Weismann
|
|
Steven G. Weismann
|
|||
Chief Financial Officer
|
|||
ISLAND BREEZE INTERNATIONAL, INC.
|
|||
Dated: August 10, 2012
|
By:
|
/s/ Bradley T. Prader
|
|
Bradley T. Prader
|
|||
Chief Executive Officer
|
|||
ISLAND BREEZE INTERNATIONAL, INC.
|
|||
Dated: August 10, 2012
|
By:
|
/s/ Steven G. Weismann
|
|
Steven G. Weismann
|
|||
Chief Financial Officer
|
NOTE 7 - NOTES AND LOANS PAYABLE (Detail) (USD $)
|
3 Months Ended | 6 Months Ended | 69 Months Ended | 6 Months Ended | 3 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 43 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2012
|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Dec. 31, 2011
|
Jun. 30, 2011
Common Class A [Member]
Note (E) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (F) Member
|
Jun. 30, 2011
Common Class A [Member]
Note (F) Member
|
Mar. 31, 2011
Common Class A [Member]
Note (F) Member
|
Dec. 31, 2011
Common Class A [Member]
Note (H) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (I) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (K) [Member]
|
Jun. 30, 2012
Common Class A [Member]
Note (L) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (M) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (N) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (O) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (R) [Member]
|
Jun. 30, 2012
Common Class A [Member]
Note (S) [Member]
|
Jun. 30, 2012
Common Class A [Member]
Note (T) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (T) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (U) [Member]
|
Jul. 31, 2014
Common Class A [Member]
Note (V) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (W) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (X) [Member]
|
Jun. 30, 2011
Common Class A [Member]
Note (Y) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (Z) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (AA) [Member]
|
Jun. 30, 2012
Common Class A [Member]
Note (AB) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (AB) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (AC) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (AD) Member
|
Dec. 31, 2011
Common Class A [Member]
Note (AE) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (AF) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (AG) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (AH) [Member]
|
Dec. 31, 2011
Common Class A [Member]
Note (AI) [Member]
|
Jun. 30, 2012
Note (A) [Member]
|
Dec. 31, 2011
Note (A) [Member]
|
Dec. 31, 2011
Note (C) [Member]
|
Jun. 30, 2012
Note (D) [Member]
|
Jun. 30, 2012
Note (E) [Member]
|
Dec. 31, 2009
Note (E) [Member]
|
Dec. 31, 2011
Note (F) Member
|
Jun. 30, 2011
Note (F) Member
|
Mar. 31, 2011
Note (F) Member
|
Jun. 30, 2012
Note (F) Member
|
Mar. 31, 2011
Note (G) [Member]
|
Dec. 31, 2009
Note (G) [Member]
|
Jun. 30, 2012
Note (H) [Member]
|
Jun. 30, 2012
Note (I) [Member]
|
Dec. 31, 2011
Note (J) [Member]
|
Dec. 31, 2011
Note (K) [Member]
|
Jun. 30, 2012
Note (L) [Member]
|
Jun. 30, 2012
Note (M) [Member]
|
Jun. 30, 2012
Note (N) [Member]
|
Jun. 30, 2012
Note (O) [Member]
|
Dec. 31, 2011
Note (O) [Member]
|
Jun. 30, 2012
Note (P) [Member]
|
Dec. 31, 2011
Note (P) [Member]
|
Jun. 30, 2012
Note (Q) [Member]
|
Dec. 31, 2011
Note (Q) [Member]
|
Jun. 30, 2012
Note (R) [Member]
|
Jun. 30, 2012
Note (S) [Member]
|
Dec. 31, 2011
Note (S) [Member]
|
Jun. 30, 2012
Note (T) [Member]
|
Dec. 31, 2011
Note (T) [Member]
|
Dec. 31, 2011
Note (U) [Member]
|
Jun. 30, 2012
Note (V) [Member]
|
Dec. 31, 2011
Note (V) [Member]
|
Jun. 30, 2012
Note (W) [Member]
|
Jun. 30, 2012
Note (X) [Member]
|
Jun. 30, 2012
Note (Y) [Member]
|
Jun. 30, 2012
Note (Z) [Member]
|
Jun. 30, 2012
Note (AA) [Member]
|
Jun. 30, 2012
Note (AB) [Member]
|
Jun. 30, 2012
Note (AC) [Member]
|
Jun. 30, 2012
Note (AD) Member
|
Jun. 30, 2012
Note (AE) [Member]
|
Jun. 30, 2012
Note (AF) [Member]
|
Jun. 30, 2012
Note (AG) [Member]
|
Dec. 31, 2011
Note (AG) [Member]
|
Jun. 30, 2012
Note (AH) [Member]
|
Jun. 30, 2012
Note (AI) [Member]
|
Jun. 30, 2012
Note (AJ) [Member]
|
Jun. 30, 2012
Note (AK) [Member]
|
Jun. 30, 2012
Note (AL) [Member]
|
Jun. 30, 2012
Note (AM) [Member]
|
Jun. 30, 2012
Note (AN) [Member]
|
Jun. 30, 2012
Note (AO) [Member]
|
Jun. 30, 2012
Note (AP) [Member]
|
Dec. 31, 2011
Note (AP) [Member]
|
Jun. 30, 2012
Note (AP) [Member]
|
Jun. 30, 2012
Note (AQ) [Member]
|
Dec. 31, 2011
Note (AQ) [Member]
|
Jun. 30, 2012
Note (AR) [Member]
|
Jun. 30, 2012
Note (AS) [Member]
|
Jun. 30, 2012
Note (AT) [Member]
|
Jun. 30, 2012
Note (AU) [Member]
|
Jun. 30, 2012
Note (AV) [Member]
|
Jun. 30, 2012
Line of Credit (XX) [Member]
|
Dec. 31, 2011
Line of Credit (XX) [Member]
|
|
Debt Instrument, Description | On December 1, 2008 and December 5, 2008 the Company borrowed an aggregated sum of $90,000 from officers and directors of the Company.The Company issued Promissory Notes with a term of one year at an interest rate of five percent that accrues to term.The Notes were subsequently reissued under the original terms of the Notes for a period of one year from the respective original term dates.During the year ended December 31, 2010, the Company made principal payments in the amount of $5,000 on this note.On December 16, 2011, the Note holders signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. | On June 18, 2009, the Company borrowed $250,000 and issued a Promissory Note evidencing this loan.This loan, plus interest at the rate of 12% per annum and is payable 90 days from the date of issue.We also issued 25,000 shares of Class A common stock in connection with this loan.On September 17, 2009 the Company issued the Promissory Note under the original terms, for $227,479, which included the original principle amount less a $30,000 principal pay down plus accrued interest.The Promissory Note is payable 90 days from date of issue.We also issued 25,000 shares of Class A common stock in connection with the extension of this loan.On December 17, 2009 the Company reissued the Promissory Note under the original terms, for $200,788, which included the original principle amount less a $30,000 principal pay down plus accrued interest.The Promissory Note is payable 104 days from date of issue.We also issued 5,000 shares of Class A common stock in connection with the extension of this loan.During the period from January 1, 2010 to March 31, 2010, the Company madeaggregate payments of principal in the amount of $40,000.On April 1, 2010, the Company reissued the Promissory Note under the original terms, for $167,335, which included accrued interest.The Promissory Note was payable six months from date of issue. During the period from March 31, 2010 to June 30, 2010, the Company made aggregate payments of principal in the amount of $36,000.On October 1, 2010,the Company reissued the Promissory Note under the original terms, for $91,335.The Promissory Note is payable six months from the date of issue.During the period from July 1, 2010 to September 30, 2010, the Company made aggregate payments of principal in the amount of $30,000. During the period from September 30, 2010 to December 31, 2010, the Company made aggregate principal payments in the amount of $40,000 and interest payments in the amount of $7,852.Subsequent to the due date, the lender verbally agreed to extend the Note on a month-to-month basis until paid in full. | On October 9, 2009, the Company borrowed $49,000 and issued a Promissory Note to Olympian Cruises, LLC, our majority shareholder. Olympian owns 13,889,500 shares of Class A Common Stock and 16,110,500 shares of Class B Common Stock, which were issued to Olympian during the Share Exchange with Island Breeze International, Inc. on June 12, 2009.The managing members of Olympian include three officers of Island Breeze International, Inc.The Promissory Note provides for interest at the rate of 5% per annum and is payable along with principal, one year from the date of issue.On January 13, 2010, the Company made a principal payment in the amount of $500.On June 3, 2010, the Company made a principal payment in the amount of $500.On August 30, 2010, the Company made a principal payment in the amount of $8,000. On October 9, 2010, the Company reissued the Promissory Note under the original terms for $40,000. | On November 6, 2009, the Company borrowed $300,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 120,000 shares of Class A common stock in connection with this loan. On November 17, 2010, a new Convertible Promissory Note was issued in the amount of $330,904 which included accrued interest of $30,904.As additional consideration for the lender agreeing to this transaction, the Company issued 15,000 restricted shares of its Class A common stock to the note holder. This note was due in one payment on February 29, 2011.On March 1, 2011, the note holder extended the loan under the current terms until June 1, 2011. | On November 17, 2009, the Company borrowed $72,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 22,500 shares of Class A common stock in connection with this loan.On November 23, 2010, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring note. The new note bears interest at the rate of 12% per annum, and is payable in one installment on February 23, 2011.During the three months ended December 31, 2010, the Company paid accrued interest in the amount of $7,318.The Company also issued 15,000 shares of Class A common stock in connection with the new note. On March 4, 2011, the Company issued a new Convertible Promissory Note in the principal amount of $72,000 to replace the expiring Note.The new Note bears interest at the rate of 15% per annum, a conversion price of $0.15 per share based upon the fair market value during the period, and is payable in one installment on May 31, 2011. | On December 31, 2009, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 2,000 shares of Class A common stock in connection with this loan. | On December 31, 2009, the Company borrowed $15,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum and is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 3,000 shares of Class A common stockin connection with this loan. | On February 1, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.On orfor all like this before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 1,000 shares of Class A common stock in connection with this loan. | On February 14, 2010, the Company borrowed $20,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 4,000 shares of Class A common stock in connection with this loan. | On February 13, 2010, the Company borrowed $30,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 6,000 shares of Class A common stock in connection with this loan. | On February 16, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 1,000 shares of Class A common stock in connection with this loan. | On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. | On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 1,000 shares of Class A common stock in connection with this loan. | On February 19, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. The Company also issued 1,000 shares of Class A common stock in connection with this loan. | On April 16, 2010, we entered into a Securities Purchase Agreement ("SPA") with an investor and pursuant thereto issued an 8% convertible promissory note in the amount of $85,000 that is convertible into shares of Class A Common Stock.The loan is due in full along with accrued interest on December 1, 2010.The Investor has the right to convert all or any part of the outstanding and unpaid principal amount, as well as the interest accrued on this note into fully paid and non-assessable shares of Common Stock.The conversion price is sixty-seven percent of the average of the three lowest bid prices on the over-the-counter bulletin board during the 10-day period prior to the conversion. During the period commencing on the execution of the note and ending 180 days thereafter, subject to certain limitations, provided the Investor has not sent us a notice of conversion, we have the right to redeem the note for an amount equal to 150 percent of the outstanding principal amount of the note plus the interest accrued and unpaid thereon, plus certain other adjustments. Because the conversion price is based upon the price of the Company stock and is a variable price, this conversion feature is considered a derivative liability pursuant to ASC 815-40 (note 6).The conversion feature was valued via the Black-Scholes valuation method at $9,343 at the time the note was issued. This amount is considered a discount to the note, and is being amortized to interest expense over the life of the note.During the year ended December 31, 2010, the entire discount of $9,343was amortized, and at December 31, 2010 the amount of unamortized discount was $0.During the three months ended December 31, 2010, principal in the amount of $55,000 was converted into 314,738 shares of the Company's Class A Common stock. At December 31, 2010, principal of $30,000 and accrued interest of $4,233 were due on the note.During the period January 1, 2011 to March 31, 2011, the remaining principal in the amount of $30,000 and accrued interest in the amount of $4,233 was converted into 267,399 Class A common shares which satisfied the Company's obligations under this Note.On June 13, 2011 we entered into a SPA with an investor and issued an 8% convertible promissory note, under identical terms as denoted above, in the amount of $50,000 that is convertible into shares of Class A Common Stock.The loan is due in full along with accrued interest on March 5, 2012. | On June 15, 2010, the Company borrowed $10,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period. On December 16, 2011, the Note holder signed an extension agreement that extends the maturity date until the earlier of (i) the Company pays in full the Convertible Note to include principal and accrued interest; or (ii) the note holder delivers to the Company a written notice to convert or request for payment. | On September 29, 2010, the Company borrowed $80,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 10% per annum, is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 8,000 shares of Class A common stock in connection with this loan. | On November 10, 2010, the Company borrowed $25,000 and issued a Convertible Promissory Note evidencing this loan.This loan, plus interest at the rate of 12% per annum, is payable twelve months from the date of issue.On or before the maturity date, upon written notice to the Company, the Lender may elect to convert the principal amount of this Note into shares of Class A common stock at a conversion price of $0.50 per share, based upon the fair market value during the period.The Company also issued 3,000 shares of Class A common stock in connection with this loan. | International issued to Investor a promissory note (the "Note") in the principal amount of $2,750,000 which, if fully funded, will represent $2,500,000 in cash and a non refundable 9% original issue discount ("OID") of $250,000.Pursuant to this financing, we can request advances be made to us by the Investor from time to time.The initial advance at closing was $724,580.38 (inclusive of the OID).Subsequent advances will be used primarily to pay for refurbishment of Island Breeze.The Note is due and payable on November 9, 2012 and is secured by a mortgage on Island Breeze, a vessel owned by International.In connection with this loan, we issued to Investor 2,083,333 shares of our common stock (the "Shares").We have the right to purchase, for $0.001 per share, a percentage of these Shares determined by the percentage of the Note which is not funded by advances (the "Repurchase Right").Under the terms of the SPA, Investor has the right, commencing on the 22nd month anniversary of the closing (subject to acceleration in certain circumstances), to cause us and International to purchase the shares for cash at a purchase price per share of $0.10, subject to certain adjustments (the "Put").The mortgage will be released upon our satisfaction of the Note and until such time will secure our obligations under the Note, the Put, and other obligations set forth in the documents executed with respect to the transaction. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Issuance Date | Dec. 01, 2008 | Jun. 18, 2009 | Oct. 09, 2009 | Nov. 06, 2009 | Nov. 17, 2009 | Dec. 18, 2009 | Dec. 31, 2009 | Dec. 31, 2009 | Feb. 01, 2010 | Feb. 14, 2010 | Feb. 13, 2010 | Feb. 16, 2010 | Feb. 19, 2010 | Feb. 19, 2010 | Feb. 19, 2010 | Apr. 16, 2010 | Jun. 15, 2010 | Sep. 29, 2010 | Nov. 10, 2010 | Dec. 29, 2010 | Feb. 09, 2011 | Feb. 15, 2011 | Feb. 15, 2011 | Feb. 15, 2011 | Feb. 15, 2011 | Feb. 15, 2011 | Feb. 25, 2011 | Mar. 25, 2011 | Mar. 28, 2011 | Mar. 29, 2011 | Jun. 30, 2011 | Jul. 28, 2011 | Aug. 18, 2011 | Sep. 20, 2011 | Nov. 29, 2011 | Nov. 29, 2011 | Nov. 29, 2011 | Nov. 29, 2011 | Nov. 29, 2011 | Nov. 29, 2011 | Nov. 09, 2011 | Dec. 28, 2011 | Feb. 06, 2012 | Feb. 07, 2012 | Mar. 27, 2012 | May 18, 2012 | Jun. 22, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 90,000 | $ 250,000 | $ 49,000 | $ 300,000 | $ 72,000 | $ 10,000 | $ 10,000 | $ 15,000 | $ 10,000 | $ 20,000 | $ 30,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 85,000 | $ 10,000 | $ 80,000 | $ 25,000 | $ 25,000 | $ 20,000 | $ 50,000 | $ 5,000 | $ 5,000 | $ 5,000 | $ 25,000 | $ 25,000 | $ 20,000 | $ 50,000 | $ 20,000 | $ 10,000 | $ 45,000 | $ 5,000 | $ 15,000 | $ 5,000 | $ 5,000 | $ 10,000 | $ 10,000 | $ 5,000 | $ 5,000 | $ 2,750,000 | $ 2,750,000 | $ 100,000 | $ 35,000 | $ 20,000 | $ 14,000 | $ 11,663 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 10.00% | 15.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 8.00% | 10.00% | 15.00% | 15.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 15.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Related Party Debt | 20,000 | 175,416 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Paid | 2,135 | 2,665 | 2,973 | 3,515 | 2,369 | 77,611 | 1,313 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Current | 105,000 | 105,000 | 105,000 | 65,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Payable | 12,142 | 5,580 | 53,579 | 7,856 | 1,310 | 2,499 | 3,748 | 7,144 | 2,367 | 2,364 | 2,371 | 2,158 | 2,044 | 17,053 | 11,069 | 13,414 | 5,290 | 6,864 | 686 | 686 | 686 | 3,431 | 3,363 | 2,537 | 6,301 | 2,515 | 1,003 | 10,365 | 436 | 1,167 | 293 | 293 | 586 | 586 | 293 | 293 | 58,251 | 58,251 | 5,068 | 1,390 | 795 | 683 | 142 | 123 | 1,061 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate Terms | 12% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 2,633 | 45,000 | 200,112 | 61,335 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.50 | $ 0.15 | $ 0.50 | $ 0.25 | $ 0.50 | $ 0.50 | $ 0.25 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.20 | $ 0.20 | $ 0.50 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.25 | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Loan Extension (in Shares) | 10,000 | 35,000 | 35,000 | 1,000 | 1,000 | 1,000 | 1,000 | 2,000 | 1,000 | 10,000 | 2,000 | 10,215 | 2,500 | 1,000 | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | 1,260,800 | 1,260,800 | 1,146,631 | 330,904 | 72,000 | 10,000 | 15,000 | 30,000 | 10,000 | 10,000 | 12,346 | 11,663 | 10,000 | 27,000 | 10,000 | 80,000 | 80,000 | 102,150 | 50,000 | 5,000 | 5,000 | 5,000 | 25,000 | 25,000 | 20,000 | 50,000 | 20,000 | 10,000 | 74,400 | 5,000 | 15,000 | 5,000 | 5,000 | 10,000 | 10,000 | 5,000 | 5,000 | 100,000 | 35,000 | 20,000 | 14,000 | 12,346 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued with note (in Shares) | 30,000 | 1,000 | 2,000 | 1,000 | 2,500 | 2,500 | 250 | 250 | 250 | 1,250 | 2,500 | 1,000 | 2,500 | 1,000 | 1,000 | 7,440 | 500 | 1,500 | 2,083,333 | 10,000 | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 282,346 | 75,400 | 28,246 | 282,346 | 202,967 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 4,000 | 27,000 | 23,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest converted into common stock | 1,084 | 2,158 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Convertible Debt | 6,000 | 6,000 | 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount cancelled and rolled into new note | 20,000 | 11,663 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest rolled into new note | 2,953 | 683 | 2,150 | 1,447 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 21,486 | 180,887 | 448 | 233,042 | 23,296 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | 21,486 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 119,000 | 265,000 | 6,985,362 | 75,000 | 25,000 | 2,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Related Party Debt | 45,000 | 45,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
45,000 | 45,000 | 45,000 | 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Accrued Interest | 4,400 | 683 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Secured Notes Payable | 724,580.38 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Secured Debt | 2,253,927 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase Right, Shares (in Shares) | 375,813 | 375,813 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase Right, Price | 376 | 376 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor Put Option, Shares (in Shares) | 1,707,520 | 1,707,520 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor Put Option, Value | 170,752 | 170,752 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured Debt | 2,253,927 | 2,253,927 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Principal and Accrued Interest | 12,346 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from Lines of Credit | 90,000 | 145,000 | 145,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Lines of Credit | 75,000 | 110,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Amount Outstanding | $ 35,000 |
NOTE 9 - COMMITMENTS AND CONTINGENCIES (Detail) - Schedule of Future Minimum Rental Payments For Operating Lease (USD $)
|
Jun. 30, 2012
|
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Six months ending December 31, 2012 | $ 8,244 |
Year ending December 31, 2013 | 4,836 |
$ 13,080 |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
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Significant Accounting Policies [Text Block] |
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
The
accompanying unaudited interim consolidated financial
statements have been prepared by the Company, in accordance
with generally accepted accounting principles pursuant to
Regulation S-X of the Securities and Exchange
Commission. Accordingly, these interim financial
statements should be read in conjunction with the
Company’s financial statements and related notes as
contained in Form 10-K for the year ended December 31, 2011.
In the opinion of management, the interim consolidated
financial statements reflect all adjustments, including
normal recurring adjustments, necessary for fair presentation
of the interim periods presented. The results of the
operations for the six months ended June 30, 2012 are not
necessarily indicative of the results of operations to be
expected for the full year.
Principles
of Consolidation
The
accompanying consolidated financial statements include the
accounts of IB International and its
subsidiaries. All significant intercompany
balances and transactions have been eliminated.
Use
of Estimates
The
preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America 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. Actual results could differ from
those estimates.
Cash
and Cash Equivalents
For
the purposes of the statement of cash flows, cash equivalents
include highly liquid debt instruments with original
maturities of three months or less which are not securing any
corporate obligations. We had no cash equivalents
at June 30, 2012.
Prepaid
Expenses
Prepaid
expenses are primarily comprised of advance payments made to
vendors for equipment and services. The Company
records prepaid expenses at the expected recovery
amount.
Property
and Equipment
Property
and equipment is stated at the historical cost, less
accumulated depreciation. Depreciation on property, plant and
equipment is provided using the straight-line method over the
estimated useful lives of the assets for both financial and
income tax reporting purpose as follows:
We
capitalize costs that are directly related to the purchase
and renovation of the vessel. We capitalize
interest as part of vessel acquisition costs and other
capital projects during the renovation
period. Upon placing the vessel into service, the
vessel will be depreciated over its useful life and the
costs of repairs and maintenance, including minor improvement
costs, will be charged to expenses as incurred. Further, upon
placing a vessel into service, specifically identified or
estimated cost and accumulated depreciation of previously
capitalized vessel components will be written off upon
replacement.
Dry-dock
costs primarily represent planned major maintenance
activities that are incurred when a vessel is taken out of
service for scheduled maintenance. These costs will be
expensed as incurred.
Long-lived
Assets
Long-lived
assets primarily include property and equipment and
intangible assets with finite lives. Long-lived assets are
reviewed on a regular basis for the existence of facts and
circumstances that may suggest that the carrying amount of an
asset or group of assets may not be recoverable.
Recoverability of long-lived assets or groups of assets is
assessed based on a comparison of the carrying amount to the
estimated undiscounted future cash flows. If estimated future
undiscounted net cash flows are less than the carrying
amount, the asset is considered impaired and expense is
recorded at an amount required to reduce the carrying amount
to fair value. Determining the fair value of long-lived
assets includes significant judgment by management, and
different judgments could yield different results.
From
inception to June 30, 2012 the Company recognized an
aggregate of $4,180,001 in impairment expense associated with
the sale of a vessel on May 7, 2010.
Advertising
Expense
The
Company expenses advertising costs as incurred. The Company
incurred no advertising expense for the three and six
months ended June 30, 2012 and 2011 respectively.
Income
Taxes
The
Company accounts for income taxes under ASC 740 "Income
Taxes". Under the asset and liability method of ASC
740, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences
between the financial statements carrying amounts of existing
assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be
recovered or settled. Under ASC 740, the effect on deferred
tax assets and liabilities of a change in tax rates is
recognized in income in the period the enactment occurs. A
valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will
not realize tax assets through future operations.
Comprehensive
Income
Comprehensive
income includes net income and also considers the effect of
other changes to stockholders’ equity that are not
required to be recorded in determining net income, but are
rather reported as a separate component of
stockholders’ equity. During the three and six months
ended June 30, 2012 and 2011 there were no sources of other
comprehensive income.
Fair
Value of Financial Instruments
The
Company's financial instruments as defined by FASB ASC
825-10-50 include cash, trade accounts receivable, and
accounts payable and accrued expenses. All
instruments are accounted for on a historical cost basis,
which, due to the short maturity of these financial
instruments, approximates fair value at June 30, 2012 and
December 31, 2011.
FASB
ASC 820 defines fair value, establishes a framework for
measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair
value measurements. ASC 820 establishes a three-tier fair
value hierarchy which prioritizes the inputs used in
measuring fair value as follows:
Level
1. Observable inputs such as quoted prices in active
markets;
Level
2. Inputs, other than the quoted prices in active markets,
that are observable either directly or indirectly; and
Level
3. Unobservable inputs in which there is little or no market
data, which requires the reporting entity to develop its own
assumptions.
The
following table presents liabilities that are recognized at
fair value at June 30, 2012:
The
following table presents liabilities that are recognized at
fair value at December 31, 2011:
Earnings
Per Share Information
FASB
ASC 260, “Earnings Per
Share” provides for calculation of "basic" and
"diluted" earnings per share. Basic earnings per
share includes no dilution and is computed by dividing net
income (loss) available to common shareholders by the
weighted average common shares outstanding for the
period. Diluted earnings per share reflect the
potential dilution of securities that could occur if
securities or other contracts to issue common stock were
exercised or converted into common stock. During the
three and six months ended June 30, 2012 and 2011, common
stock equivalents were not included in
the calculation of the diluted
weighted average number of common shares outstanding
because they would be anti-dilutive, thereby decreasing the
net loss per common share.
At
June 30, 2012, the following convertible securities were not
included in the fully-diluted loss per share because the
result would have been anti-dilutive: debt
convertible and accrued interest into 1,173,476 shares at
$0.50 per share, debt convertible and accrued interest into
251,156 shares at $0.25 per share, debt convertible and
accrued interest into 3,734,485 shares at $0.20 per
share, and debt convertible and accrued interest into
532,376 shares at $0.15 per share.
Share
Based Compensation
ASC
718 "Compensation -
Stock Compensation" prescribes accounting and
reporting standards for all stock-based payments award to
employees, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation
rights, may be classified as either equity or liabilities.
The Company should determine if a present obligation to
settle the share-based payment transaction in cash or other
assets exists. A present obligation to settle in cash or
other assets exists if: (a) the
option to settle by issuing equity instruments lacks
commercial substance or (b) the
present obligation is implied because of an entity's past
practices or stated policies. If a present obligation exists,
the transaction should be recognized as a liability;
otherwise, the transaction should be recognized as
equity.
The
Company accounts for stock-based compensation issued to
non-employees and consultants in accordance with the
provisions of ASC 505-50 "Equity - Based
Payments to Non-Employees" and the Emerging Issues
Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for
Equity Instruments that are Issued to Other Than Employees
for Acquiring or in Conjunction with Selling, Goods or
Services". Measurement of share-based payment
transactions with non-employees shall be based on the fair
value of whichever is more reliably measurable: (a) the
goods or services received; or (b) the
equity instruments issued. The fair value of the share-based
payment transaction should be determined at the earlier of
performance commitment date or performance completion
date.
Going
Concern
The
accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the accompanying
consolidated financial statements the Company is in a
development stage and incurred losses from operations of
$399,483 and $268,235 for the three months ended June
30, 2012 and 2011, respectively, $767,509 and $416,581 for
the six months ended June 30, 2012 and 2011, respectively,
and $11,564,164 from inception (September 27, 2006) through
June 30, 2012. In addition, the Company’s current
liabilities exceed its current assets by $3,922,527, as of
June 30, 2012. These factors, including the
Company’s current cash position, which was $99,713 as
of June 30, 2012, may indicate that the Company may be unable
to continue as a going concern for a reasonable period of
time absent the infusion of substantial additional
capital.
If
adequate funds are raised upon a debt or equity financing
transaction and operations results improve significantly,
management believes that the Company can meets its ongoing
obligations and continue to operate. However, no
assurance can be given that management’s actions will
result in the resolution of its liquidity problems or its
eventual emergence as a profitable company.
The
Company's forward looking plan to continue as a going concern
is primarily based upon raising additional capital in the
form of debt or equity to enable us to initiate and sustain
operations as an entertainment cruise business. We have had
and will continue to have discussions with third parties to
accomplish this goal which may result in our issuing equity
securities, borrowing funds and issuing debt securities,
restructuring existing debt, entering into joint ventures
with third parties, selling assets, including gaming and
other equipment we own or our vessel the m/v Island Breeze,
or any combination or the foregoing. Also, we have and will
continue to implement plans to reduce our expenses consistent
with our underlying business plan. There can be no assurance
that our efforts in this regard will ultimately be
successful.
The
accompanying consolidated financial statements do not include
any adjustments that might be necessary should the Company be
unable to continue as a going concern.
Recent
Accounting Pronouncements
Recently
Issued Standards
In
the six months ended June 30, 2012, the Financial Accounting
Standards Board (“FASB”) issued no new Accounting
Standard Updates.
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