3. Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 |
Notes | ' |
3. Related Party Transactions | ' |
3. Related Party Transactions |
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At June 30, 2014 and December 31, 2013 notes payable - stockholder and notes payable – related parties consisted of the following: |
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| | | 30-Jun-14 | | | | 31-Dec-13 | |
9% Promissory note payable Richard Strain – stockholder, due June 30, 2013, secured by a first priority security interest in Company assets- in default | | $ | 1,108,000 | | | $ | 1,108,000 | |
Notes payable- stockholder | | $ | 1,108,000 | | | $ | 1,108,000 | |
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8%promissory notes payable - Timothy Ruddy, due on demand, secured by all of the Company ’ s assets, security interest is subordinated to the loans extended by Mr. Strain | | $ | 736,225 | | | $ | 764,841 | |
10% promissory notes payable to Timothy Ruddy family member, cash interest of 10% | | | 5,000 | | | | 5,000 | |
12% promissory notes payable to Timothy Ruddy family members, cash interest of 10% and Company stock of 2%, secured by all of the Company ’ s assets, security interest is subordinated to the loans extended by Mr. Strain, interest due quarterly-default waived | | | 45,000 | | | | 45,000 | |
Notes payable-related parties | | $ | 786,225 | | | $ | 814,841 | |
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Notes payable – stockholder |
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On March 29, 2013, the Company consolidated all of Mr. Strain’s debt into a single consolidated $1,108,000 note with interest rate of 9% per annum and subsequently on April 5, 2013 this was acknowledge by Mr. Strain and loaned $15,000 as additional funds to the Company. This loan is secured by all assets of the company and will mature on June 30, 2013. Coincident with the execution of this note, all of the outstanding interest owed to Mr. Strain was converted to common stock. This conversion resulted in the issuance of 2,229, 407 shares to Mr. Strain. $222,940 accrued interest was converted at $0.10 per share. As of July 1, 2013, this note is currently in default, and the Company is working with the shareholder to extend the note. The Company recorded gain of $3,930 on consolidation into one single note of $1,108,000. |
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On June 29, 2013 accrued interest of $16,620 due to the shareholder on the consolidated note he has extended to the Company was converted to stock. The Company issued 154,538 shares of common stock to the shareholder in exchange for conversion of the accrued interest. The Company recorded gain of $5,030 on conversion of this accrued interest. |
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All other debt of the Company is substantially subordinated to Mr. Strain. |
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As of June 30, 2014and December 31, 2013, accrued interest outstanding on the note was approximately $207,800 and $108,000, respectively. |
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Interest expense on the loans for the three and six months ended June 30, 2014 was approximately $49,900 and $99,700, respectivelyInterest expense on the loans for the three and six months ended June 30, 2013 was approximately $24,900 and $47,700, respectively. . |
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Notes payable – related party |
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On August 3, 2009, the Company entered into a loan agreement with Mr. Timothy D. Ruddy, a Director of the Company. |
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The agreement formalized the terms related to working capital funding provided by Mr. Ruddy beginning in the fourth quarter of 2008. Mr. Ruddy has the option, at his discretion, to receive payment as follows: |
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(a) repayment of principal and interest; |
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(b) conversion of outstanding amount without accrual of interest into the Company ’ s common stock based on the quoted market price of the stock at the dates loans were made; or |
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(c) any combination of cash and stock as described in (a) and (b). |
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In December 2010, Mr. Ruddy provided $150,000 of personal assets as collateral for a letter of credit utilized for part of the Company ’ s required financial assurance to the Texas Commission of Environmental Quality ( “ TCEQ ” ). This letter was called by the TCEQ in December 2011. Subsequently, Mr. Ruddy provided $75,000 in additional funding to partially cover the amount due by the bank which held the letter of credit, and the Company and Mr. Ruddy jointly executed an unsecured loan for the remaining $75,000. This unsecured loan was paid off by Mr. Ruddy in May of 2012. |
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Effective March 1, 2013, Mr. Ruddy converted all outstanding interest on the loan to the common stock of the company at a rate equal to the average closing price of the company ’ s common stock over the ten days prior to the signing of the agreement . The conversion resulted in the issuance of 3,054,541 shares to Mr. Ruddy. |
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3. Related Party Transactions (Continued) |
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Accrued interest of $137,149 was converted @$0.0449 per share as per conversion agreement with Mr. Ruddy. However the market rate was $0.10 at the time of the board meeting approving the agreement and issuance, hence the difference of $168,305 was credited to additional paid in capital as a loss on settlement of liability. |
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As of June 30, 2014 and December 31, 2013, accrued interest outstanding on the loan with Mr Ruddy was approximately $79,100 and $49,600, respectively. |
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. Interest expense on the loans for the three and six months ended June 30, 2014 was approximately $14,700 and $29,500. Respectively. Interest expense on the loans for the three and six months ended June 30, 2013 was approximately $14,700 and $29,100, respectively. |
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Notes payable – related party family |
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10%-12% promissory note payable to Timothy Ruddy family member has an outstanding balance of $50,000 as of June 30, 2014. |
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As of June 30, 2014, no interest payments have been made on these notes. Default has been waived. |
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As of June 30, 2014and December 31, 2013, accrued interest outstanding on the loans was approximately $23,300 and $20,300, respectively. |
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Interest expense on the loans for the three and six months ended June 30, 2013 was approximately $1,500 and $2,900. |
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Interest expense on the loans for the three and six months ended June 30, 2014 was approximately $1,500 and $3,000. |
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Settlement Payments |
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The Company was named in a suit in the Colorado District Court for the 18th District (Arapahoe County) by a former employee alleging that the Company did not meet its obligation to issue shares to the employee. On July 12, 2011 the Court granted a motion to enforce a settlement dated September 16, 2010. In accordance with the terms of a court order, the Company was obligated to make payments totaling approximately $104,700, including 6% interest, to a former employee. An initial payment of $15,455 was made in July 2011 and monthly payments of $3,000, including interest were due through December 2013. During the second quarter of 2013, the company renegotiated the settlement to allow for a single lump sum payment of $26,500 as a final payment to settle the matter. Through June 30, 2013, $71,844 has been paid toward the settlement, with no additional payments due. The Company has recorded gain on settlement of liability of $32,856 in the second quarter of 2013. |
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