5. CONVERTIBLE PROMISSORY NOTES | 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 Company's 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 Company's 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 Company's 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 was 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 other conditions. Legal fees, in connection with the note, equates to $6,945 per month until fully utilized on June 30, 2013. The Company's management is currently negotiating an extension of this 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 from inception of the WBD Note through September 30, 2014. 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 ("First Silverman Note") with C. Silverman Family Property Trust ("Silverman FPT") pursuant to which the Company received $7,500 as a loan from Silverman FPT. The First Silverman 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 First Silverman 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 September 30, 2014. The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant $7,500. On September 23, 2013, the Company entered into a second Convertible Promissory Note ("Second Silverman Note") with C. Silverman Family Property Trust ("Silverman FPT") pursuant to which the Company received $23,617 as a loan from Silverman FPT. The Second Silverman 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 Second Silverman 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 September 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. On July 23, 2014, the Company entered into three separate convertible promissory notes in the amount of $150,000 each with Lederma Holdings, Inc., Aerial Holdings, Inc., and Colt Corporation ($450,000 in the aggregate) (collectively, "Lederma Notes"). The Company may request loan advances in minimum amounts of $500 each for working capital purposes. During the three months ended in September 30, 2014, the Company converted a previous advance of $1,000. The Lederma Notes have a term of three years, or are due within 30 days of a demand notice by the holder, whichever is earlier. The Lederma Notes accrue interest at 10% per year and are convertible to common stock, in whole, or in part, at any time and from time to time before maturity at the option of holders at $0.0005. Conversion rights have not been exercised by Lederma Note holders since the effective date of the respective notes. The discounted conversion price compared to the market price was valued at $1,000. 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. |