5. CONVERTIBLE PROMISSORY NOTE | On November 2, 2011, the Company issued to its securities counsel a convertible promissory note, in lieu of cash payment, for past, current, and future legal work in the amount of $125,000 (Note). The legal and professional services include the Companys continuing Securities and Exchange Commission reporting requirements and certain general corporate matters, including, review and drafting of general corporate documents (e.g., press releases, minutes of meetings or consents of directors and/or shareholders, employment agreements, shareholder agreements and consulting agreements). Such representation covers conferences, correspondence and teleconferences with corporate officers and consultants. The representation also includes the preparation, drafting and filing of the Companys Annual, Periodic and other reports (such as Forms 10-Q, 10-K, 8-K, and Forms 3, 4 and 5) to be filed with the Securities and Exchange Commission, as well as the preparation, drafting and filing of the Companys Proxy Statement in connection with its Annual Meeting of Shareholders. Also provided shall be information on material updates to SEC filing requirements and review of press releases prior to dissemination. The Note bears interest at 5 percent per annum, and is due on March 1, 2014. It is convertible into common stock of the Company at a conversion price equal to the lesser of 50% of the average closing price of the common stock price during the ten trading days immediately prior to the conversion date as quoted by Bloomberg LP or such other quotation service as mutually agreed by the parties, or $0.025, subject to certain limitations and conditions. Legal fees, in connection with the note, equates to $6,945 per month until fully utilized on June 30, 2013. The Companys management is currently negotiating an extension of the Note. On September 23, 2013, the Company entered into a Convertible Promissory Note (WBD Note) with WBD Holdings, LLC (WBD) pursuant to which the Company received $5,000 as a loan from WBD. The WBD Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of WBD at $0.0005 per share. The WBD Note has a term of three years and accrues interest at 10.0% per year. Conversion rights have not been exercised by WBD. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $5,000. This value was recorded as a discount on debt and offset to additional paid in capital. On September 23, 2013, the Company entered into a Convertible Promissory Note (Silverman 1 Note) with C. Silverman Family Property Trust (Silverman FPT) pursuant to which the Company received $7,500 as a loan from Silverman FPT. The Silverman 1 Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of Silverman FPT at $0.0005 per share. The Silverman 1 Note has a term of three years and accrues interest at 10.0% per year. Conversion rights have not been exercised by Silverman FPT. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $7,500. As of September 30, 2013, the Company had received an advance of $5,000 under the Silverman 1 Note. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $5,000. This value was recorded as a discount on debt and offset to additional paid in capital. On September 23, 2013, the Company entered into a second Convertible Promissory Note (Silverman 2 Note) with C. Silverman Family Property Trust (Silverman FPT) pursuant to which the Company received $23,617 as a loan from Silverman FPT. The Silverman 2 Note is convertible to common stock, in whole or in part, at any time and from time to time before maturity at the option of Silverman FPT at $0.0005 per share. The Silverman 2 Note has a term of three years and accrues interest at 10.0% per year. Conversion rights have not been exercised by Silverman FPT from inception of the agreement through June 30, 2014. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $23,617. This value was recorded as a discount on debt and offset to additional paid in capital. The discounts on debt are being amortized effective interest method over the terms of the convertible notes. |