Convertible Notes Payable Disclosure | NOTE 7 - CONVERTIBLE NOTES PAYABLE In October, 2012, the Company entered into a 10% Contingently Convertible Promissory Note with Birr Marketing Group, Inc. for $20,000 with a due date of April 1, 2013. After the due date of April 1, 2013, the note became convertible at a fixed price of $0.001 into the Companys common shares at the Holders option. The Holder shall receive a royalty or commission of $0.50 per case of Easta Pink Lean that was produced as a result of monies allocated from this note. Because of the outstanding Continental note described below, this convertible note is considered to be tainted by the indeterminate amount of shares to be issued under that note. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative, and therefore separated the conversion feature from the host contract and estimated the fair market value as of June 30, 2013 to be $21,297 and $21,297 was recorded as loss on derivative. At September 30, 2013, the Company revalued the derivative liability and determined that its fair market value was $9,466. As such the company recorded a gain on derivative liability of $11,831. At December 31, 2013, the Company revalued the derivative liability and determined that its fair market value was $9,654. As such the Company recorded a loss on derivative liability of $9,654 during the year ended December 31, 2013. These amounts were determined by management using a weighted-average Black-Scholes Merton option pricing model. On April 1, 2013, this note was in default and was due and payable immediately. As such the Company has presented this note as current as it was in default on April1, 2013. During the year ended December 31, 2013, the Company entered into two 10% Contingently Convertible Promissory Notes with Birr Marketing Group, Inc. for $28,000 and $22,820 with a due date of June 4, 2014 and June 26, 2014. After the due date, the note becomes convertible at a fixed price of $0.001 into the Companys common shares at the Holders option. On June 6, 2014 and June 26, 2014, these notes were in default and were due and payable immediately. As such the Company has presented this note as current. On June 27, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (Asher) a Delaware Corporation for an 8% convertible promissory note with an aggregate principal amount of $32,500 which together with any unpaid accrued interest was due on March 29, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option 180 days from inception at a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature except for an overall limit of 4.99% of the total shares outstanding prior to conversion. In July 2012, this convertible promissory note was funded in the amount of $30,000, with $2,500 being recorded as legal fees for amounts held by note holder. The Company analyzed the note on the date on which the contingent conversion feature was settled on December 24, 2012. The Company determined that the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value. On December 24, 2012, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $25,209. The Company recorded an original discount of $25,209. · · · On August 30, 2012, the Company entered a second Contingently Convertible Promissory Note with Asher for an 8% convertible promissory note with an aggregate principal amount of $42,500 which together with any unpaid accrued interest was due on June 4, 2013. $40,000 was funded on September 13, 2012 with $2,500 being recorded as legal fees for funds held by the note holder. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option 180 days from inception at the greater of (1) a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature; or (2) a fixed price of $0.00009 with an overall share cap of 4.99% of the total shares outstanding prior to conversion. Because of the outstanding Continental note described below, this convertible note is considered to be tainted by the indeterminate amount of shares to be issued under that note. The note contains an anti-dilution provision which causes the conversion price to decrease if the company issues any common stock at a lower price or with no consideration. · · · · On August 30, 2012, the Company entered into a Convertible Promissory Note with Continental Equities, LLC (Continental), a New York limited liability corporation for an 8% convertible promissory note in the aggregate principal amount of $21,500, which together with any unpaid accrued interest was due on August 15, 2013. $20,000 of the proceeds was funded directly to the company while $1,500 was recorded as legal expense for funds held by the note holder. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option beginning on the date of the note at a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with the only mention of a share cap is that the number of shares of common stock issuable upon the conversion would not exceed 4.99% of the outstanding shares of the company at the time of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative, and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $34,119. As a result, the Company recorded a discount on the original note of $21,500. As of December 31, 2012, the unamortized portion of debt discount is $12,657. And it is fully amortized during the year ended December 31, 2013. · · · · · In November, 2012, the Company entered into a third 8% Contingently Convertible Promissory Note with Asher for $30,000 which is due together with any unpaid accrued interest on August 29, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option 180 days from inception at the greater of (1) a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature; or (2) a fixed price of $0.00009 with a share cap disclosed as of 9.99% of the outstanding shares of the company at the time of conversion. The Company analyzed the note on the date on which the contingent conversion feature was settled on May 26, 2013. Because of the outstanding Continental note described below, this convertible note is considered to be tainted by the indeterminate amount of shares to be issued under that note. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative, and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $11,648. The Company recorded an original discount of $11,648. And the amount is fully amortized during the year ended December 31, 2013. The note contains an anti-dilution provision which causes the conversion price to decrease if the company issues any common stock at a lower price or with no consideration. · · · On January 15, 2013, the Company entered into a fourth Securities Purchase Agreement with Asher Enterprises, Inc. (Asher) a Delaware Corporation for an 8% contingently convertible promissory note with an aggregate principal amount of $53,000 which together with any unpaid accrued interest is due on September 17, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option 180 days from inception at a variable conversion price calculated as the greater of (i) the variable conversion price of 48% of the market price calculated as the average of the lowest three trading prices for the common stock during the 10 trading day period prior to the conversion date or (ii) the fixed price of $0.0009 with a share cap disclosed as of 9.99% of the outstanding shares of the company at the time of conversion. This convertible promissory note was funded in the amount of $50,000, with $3,000 being recorded as legal fees for amounts held by note holder. The note contains an anti-dilution provision which causes the conversion price to decrease if the Company issues any common stock at a lower price or with no consideration. The Company analyzed the note on the date on which the contingent conversion feature was settled on July 14, 2013. The Company determined that the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value. On July 14, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $39,542. The Company recorded an original discount of $39,542. And the amount is fully amortized during the year ended December 31, 2013. · · · · · · · · On February 19, 2013, the Company entered into a fifth Securities Purchase Agreement with Asher Enterprises, Inc. (Asher) a Delaware Corporation for an 8% contingently convertible promissory note with an aggregate principal amount of $32,500 which together with any unpaid accrued interest is due on November 21, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option 180 days from inception at a variable conversion price calculated as the greater of (i) the variable conversion price of 55% of the market price calculated as the average of the lowest three trading prices for the common stock during the 10 trading day period prior to the conversion date or (ii) the fixed price of $0.0009 with a share cap disclosed as of 9.99% of the outstanding shares of the company at the time of conversion. This convertible promissory note was funded in the amount of $30,000, with $2,500 being recorded as legal fees for amounts held by note holder. The note contains an anti-dilution provision which causes the conversion price to decrease if the Company issues any common stock at a lower price or with no consideration. The Company analyzed the note on the date on which the contingent conversion feature was settled on August 18, 2013. The Company determined that the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value. On August 18, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $54,674. The Company recorded an original discount of $32,500 and an immediate loss on derivative liability of $22,174. At September 30, 2013, the Company revalued the derivative liability and determined that is fair market value was $23,555 resulting in a gain on derivative liability of $31,119. The Company amortized the total original discount into interest expense for the year ended December 31, 2013. · · · · · · On April 16, 2013, the Company entered into a sixth Securities Purchase Agreement with Asher Enterprises, Inc. (Asher) a Delaware Corporation for an 8% contingently convertible promissory note with an aggregate principal amount of $42,500 which together with any unpaid accrued interest is due on December 21, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option 180 days from inception at a variable conversion price calculated as the greater of the variable conversion price of 55% of the market price calculated as the average of the lowest three trading prices for the common stock during the 10 trading day period prior to the conversion date with an overall cap of 9.99% of total shares outstanding prior to conversion. This convertible promissory note was funded in the amount of $40,000, with $2,500 being recorded as original issuance discount. The note contains an anti-dilution provision which causes the conversion price to decrease if the Company issues any common stock at a lower price or with no consideration. The Company analyzed the note on the date on which the contingent conversion feature was settled on October 13, 2013. The Company determined that the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value. On October 13, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $10,923. The Company recorded an original debt discount of $10,923 and additional $2,500 debt discount due to the original issuance discount. During the year ended December 31, 2013, the Company amortized $9,253 of the discount into interest expense. · On April 7, 2013, the Company entered into a convertible promissory note with a vendor to satisfy outstanding invoices in the amount of $68,000. The note bears no interest and was convertible into shares of common stock 6 months from the inception at the greater of (1) stock price of the conversion date; or (2) stock price on the execution date of the promissory note. The Company analyzed the note on the date on which the contingent conversion feature was settled on October 7, 2013. The Company determined that the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value. On October 7, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $65,407. The Company recorded an original discount of $65,407 and liability debt discount of $65,407. For the period ended December 31, 2013, the Company recorded $15,232 of interest expense as a result of the amortization of this discount. At December 31, 2013, the Company re-valued the derivative liability and recorded a total loss on derivative liability for this note of $787, bringing the derivative liability balance to $66,193 at December 31, 2013. On April 10, 2013, the Company entered into a convertible promissory note with a vendor to satisfy outstanding debt invoices in the amount of $6,000. The note bears no interest and was convertible into shares of common stock at the holders option beginning on the date of the note at a variable conversion price calculated by the average 10 day trading price of the Companys common stock prior to the date of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative. On April 10, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $10,155. The Company recorded an original discount of $6,000 and day 1 loss on derivative liability of $4,155. · On April 30, 2013, the Company converted a 0% promissory note reclassified from certain accounts payable into an 8% contingently convertible promissory note with Continental Equities, LLC, a New York limited liability corporation. The note has an aggregate principal amount of $34,000 which together with any unpaid accrued interest is due on April 30, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with the only mention of a share cap is that the number of shares of common stock issuable upon the conversion would not exceed 4.99% of the outstanding shares of the company at the time of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative, and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $19,798. As a result, the Company recorded a discount on the original note of $19,798. And the debt discount is fully amortized during the year ended December 31, 2013. As of June 30, 2013, the Company revalued the derivative liability and recorded a gain on the derivative liability of $4,106. · · · · · · On April 30, 2013, the Company converted a second 0% promissory note reclassified from certain accounts payable during the period ended March 31, 2013, into an 8% contingently convertible promissory note with Continental Equities, LLC, a New York limited liability corporation. The note has an aggregate principal amount of $22,500 which together with any unpaid accrued interest is due on April 30, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option at a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with the only mention of a share cap is that the number of shares of common stock issuable upon the conversion would not exceed 4.99% of the outstanding shares of the company at the time of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative, and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $19,798. As a result, the Company recorded a discount on the original note of $19,798. And the debt discount is fully amortized during the year ended December 31, 2013. · · · · · On May 21, 2013, the Company entered into a second Convertible Promissory Note with Continental Equities, LLC, a New York limited liability corporation for an 8% convertible promissory note in the aggregate principal amount of $30,000, which together with any unpaid accrued interest is due on May 20, 2014. $28,500 of the proceeds was funded directly to the company while $1,500 was recorded original issuance discount. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holders option beginning on the date of the note at a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with the only mention of a share cap is that the number of shares of common stock issuable upon the conversion would not exceed 4.99% of the outstanding shares of the company at the time of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative, and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $16,113. As a result, the Company recorded a discount on the original note of $17,613 including $16,113 debt discount due to derivative liability and $1,500 debt discount due to original issuance discount. As of December 31, 2013, the amortization of debt discount is $10,180. On June 30, 2013; the Company re-valued the remaining derivative liability and recorded a gain of $475. On September 30, 2013, the Company recorded $3,964 of interest expense associated with the amortization of the discount associated with the bifurcation of the conversion feature and revalued the derivative liability and recorded a gain of $1,277. · · · On November 11,2013, The Company entered into an assignment agreement where the Company assigned a previously entered into $11,300 Notes Payable to Dash Consulting to Magna Group, LLC, a third party. As such the Company entered into a 12% Convertible note with Magna Group for $11,300. The Note matures on November 11, 2014. Magna in entitled at its option at any time after the issuance of the note to convert all or any portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price for each share of common stock equal to a price which is a 45% discount from the lowest trading price in the 5 days prior to the day that Magna requests conversion. In no event shall the conversion price be less than $0.00004 and is subject overall to 9.99% of the total outstanding shares of the company prior to conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative, and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $12,972. As a result, the Company recorded a discount on the original note of $11,300 and recorded an immediate loss on derivative liability of $1,672. · · · On December 10, 2013, the Company entered into an assignment agreement where the Company assigned a previously entered into $17,500 Notes payable with Pitts Riley to Microcap Equity Group, LLC, a third party. As such the Company entered into a 10% Convertible note with Microcap Equity Group for $17,500 which matures on December 10, 2014. Microcap is entitled at its option at any time after the issuance of the note to convert all or any portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price for each share of common stock equal to a price which is a 45% of the lowest trading price in the 10 days prior to conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative, and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $14,052. As a result, the Company recorded a discount on the original note of $14,052. · · · On December 24 ,2013, The Company entered into an assignment agreement where the Company assigned a previously entered into $48,470 Notes Payable to Pitts Riley to Magna Group, LLC, a third party. As such the Company entered into a 10% Convertible note with Magna Group for $48,470 on December 26, 2013. The Note matures on December 26, 2014. Magna in entitled at its option at any time after the issuance of the note to convert all or any portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price for each share of common stock equal to a price which is a 45% discount from the lowest trading price in the 5 days prior to the day that Magna requests conversion. In no event shall the conversion price be less than $0.00009, also subject to a cap of 9.99% of the total shares outstanding of the company prior to conversion.. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an embedded derivative, and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $77,940. As a result, the Company recorded a discount on the original note of $48,470 and recorded an immediate loss on derivative liability of $29,470. · On December 23, 2013, the Company received $15,500 in exchange for a 5% Convertible Promissory Note from J Riley Consulting Group. The Note is due together with any unpaid interest on December 23, 2014. Under the terms of the Note, the principle amount together with any unpaid interest is convertible after the maturity date at the option of the Holder into common stock at a fixed conversion price of $0.001 per share. Since the Notes Payable is not convertible until a future date, the Company did not evaluate the conversion feature for derivative considerations. In summary, during the year ended December 31, 2013 and 2012, the Company recorded a total of $318,921 and $23,764, respectively in interest expense. During years ended December 31, 2013 and 2012, the amount of interest expense associated with the amortization of discounts associated with the amortization of the debt discounts established by derivative liabilities in the convertible notes was $295,726 and $17,282. |