Debt Restructuring, Promissory Notes and Mortgage Payable | 9 Months Ended |
Sep. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
Note 8 – Debt Restructuring, Promissory Notes and Mortgage Payable |
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Debt Restructuring |
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The Company executed a redemption and debt restructuring agreement with Vicis Capital Master Fund ("Vicis") to, among other things, extend the term of our loans to September 30, 2014 with two additional one year extensions if accrued interest is paid in full, and reduce the overall loan with Vicis from approximately $17,000,000 to $3,000,000. The restated loan accrued interest at six percent (6%) per annum. In addition, pursuant to the redemption and restructuring agreement, all shares and derivative securities held by Vicis including the series A convertible redeemable preferred stock, 19,995,092 shares of the Company’s common stock, and common stock purchase warrants exercisable for 76,864,250 shares of common stock have been returned to the Company and cancelled. The holders received no additional consideration to effect the modification. |
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The approximately $14,000,000 extinguishment of debt was recorded as an equity transaction and the cancelled securities have been reflected as a reduction of the related shares of preferred and common stock and other securities as of December 31, 2013. The result was a decrease to common stock of $19,995 and an increase to additional paid-in capital of $14,098,847 from the extinguishment of debt, $5,000,000 from the write-off of preferred stock and $1,601,116 from the write-off of preferred stock dividends. |
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Phoenix Vitae Holdings, LLC (“PV”), which is owned by the CEO of the Company, purchased the 6%, $3,000,000 secured promissory note from Vicis Capital Master Fund July 7, 2014. PV extended the interest payment date for the initial interest payment from June 30, 2014 to September 1, 2014. On September 1, 2014, a note amendment agreement was entered into whereby, the note is due on demand and the interest rate and terms are as follows: Interest on the principal amount (or any balance thereof) outstanding from time to time under this Note shall accrue at a fixed rate per year equal to nine percent (9%) during the period from July 1, 2014 through August 31, 2014; and provided further, that interest shall accrue at a fixed rate per year equal to twelve percent (12%); from and after September 1, 2014 until the Note is paid in full (in each case, computed on the basis of a 360-day year). |
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On August 21, 2014, Net Talk.Com, Inc. (“the Company”) issued a Convertible Promissory Note (the “Note”) to JMJ Financial (“JMJ”), an accredited investor, in the aggregate principal amount of five hundred thousand dollars ($500,000) for an aggregate purchase price of up to four-hundred and fifty thousand ($450,000) dollars (“Aggregate Purchase Price”). |
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JMJ paid initial consideration of $50,000 and may, at JMJ’s discretion, pay additional consideration, up to an amount equal to the Aggregate Purchase price. The principal sum due to JMJ shall be prorated based upon the amount of consideration actually paid by JMJ to the Company (plus an approximate 10% original issue discount that is prorated based upon the amount of consideration actually paid by JMJ to the Company) such that the Company is only required to repay the amount actually funded by JMJ. |
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The Note is convertible, at the option of the holder, into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.17 or 60% of the lowest trade price in the 25 trading days previous to the conversion date. The Company has the right, in its discretion, to enforce a “Conversion Floor” equal to $0.10 per share, which, if enforced by the Company, shall require the Company to make whole any loss suffered by JMJ in the form of cash payment, as further described in the Amendment to the Note, attached hereto as Exhibit 10.2 (the “Amendment”). |
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The Note has a maturity date of August 21, 2016. If the Company repays any then outstanding principal amount due to JMJ prior to the date 90 days following the issue date (the “Interest Date”) of the Note, the interest on such amount shall be 0%. If the Company repays any then outstanding principal amount due to JMJ after the Interest Date, such amount shall be charged with a one-time 12% interest charge. |
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The Note was offered and sold to an accredited investor in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933. |
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On September 24, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc. (“KBM”) pursuant to which the Company issued an 8% Convertible Promissory Note (the “Note”) to KBM, an accredited investor, in the principal amount of eighty-three thousand five hundred dollars ($83,500) for a purchase price of eighty-three thousand five hundred dollars ($83,500). |
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The Note is convertible, at the option of the holder, into shares of the Company common stock, par value $0.001 per share, based on the conversion price equal to 65% multiplied by the average of the lowest five (5) trading prices for the Company’s common stock during the ten (10) days prior to the date of conversion, as further described in the Note, substantially in the form attached hereto as Exhibit 10.2. Interest accrues at 8% per annum and is due at maturity date which is September 11, 2015. |
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The Note was offered and sold to an accredited investor in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933. |
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Demand, Promissory and Convertible Notes |
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Long term debt consisted of the following at: |
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| | September 30, | | December 31, | |
| | 2014 | | 2013 | |
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$3,000,000, 6% secured promissory note, due on demand | | $ | 3,000,000 | | $ | 3,000,000 | |
$1,400,000, 12% mortgage note, due November 29, 2014 | | | 1,400,000 | | | 1,400,000 | |
$300,000, 5% secured convertible note, due December 1, 2013 | | | - | | | 300,000 | |
$200,000, 5% secured convertible note, due January 15, 2014 | | | - | | | 200,000 | |
$2,766,155, 5% secured promissory note, due March 1, 2016 | | | 2,766,155 | | | - | |
$175,000, 6% promissory note, due June 30, 2017 | | | 175,000 | | | 175,000 | |
$500,000 12% convertible promissory note, due August 21, 2016 | | | 55,000 | | | | |
$83,500 8% convertible promissory note, due September 19, 2015 | | | 83,500 | | | | |
$854,278, demand notes, due on demand | | | - | | | 854,278 | |
Total | | | 7,479,655 | | | 5,929,278 | |
Less current portion | | | -4,483,500 | | | -1,400,000 | |
Long-term debt | | $ | 2,996,155 | | $ | 4,529,278 | |
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On March 11, 2014, the Company executed a secured promissory note with Telestrata LLC (“Telestrata”), a Colorado limited liability for $4,071,940. Interest accrues at 5% and the note and interest are payable March 1, 2016 subject to accelerated repayment terms as defined in the promissory note agreement. In the second quarter of 2014, the principle balance of the note has increased $500,000 as provided by the promissory note agreement of which $250,000 was additional cash payments and $250,000 was additional indirect cash payments for telecom service received from an affiliate of Telestrata. This affiliate is owned by the President of the Company. The Company is obligated to repay all such amounts advanced by Telestrata; provided, the Company is entitled to reduce the principal by up to a maximum of $1,805,785 if the Company makes timely principal and interest payments as required by the promissory note. |
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Reconciliation of Teletrata promissory note at: |
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| | September 30, | | | | |
| | 2014 | | | | |
Secured promissory note due to Telestrata | | $ | 4,071,940 | | | | |
Less promissory note discount | | | -1,805,785 | | | | |
Plus additional cash payment | | | 250,000 | | | | |
Plus additional indirect cash payment for telecom service | | | 250,000 | | | | |
Total | | $ | 2,766,155 | | | | |
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On May 31, and July 15, 2013, the Company issued to Samer Bishay, the current president of the Company and a related party, two 5% secured convertible promissory notes with face values of $300,000 and $200,000, respectively. These notes were due on December 1, 2013 and January 15, 2014, respectively, and were convertible into shares of the Company’s common stock at a rate of $0.08 per share, for a total of 3,750,000 and 2,500,000 common shares, respectively. These notes had a second priority security interest, junior in priority only to the holder of the first priority interest, to all real property of the Company and any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefore or for any right to payment. On March 11, 2014, these notes were converted and cancelled as part of the promissory note due to Telestrata as discussed above. |
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During the third and fourth quarters of 2013, the Company received $521,000, for working capital from a now related party. On March 11, 2014, these demand notes were converted to the promissory note due to Telestrata as discussed above. |
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During the first, second and third quarters of 2013, amounts totaling $137,185 was advanced to the Company as a short term loan from the CEO. As of December 31, 2013, all loans have been repaid by the Company and the Company owed the CEO $87,583 in back-pay. |
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During the first and second quarters of 2013, the Company received advances of $175,000 from a third party. These advances are evidenced by a promissory note that accrues interest at 6% per year and matures June 30, 2017. |
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In the first quarter of 2014, the CEO loaned the Company and the Company repaid $100,000 and the Company accrued the CEO’s cut in compensation of $18,750 and repaid back-pay of $29,250. In the second quarter of 2014, the CEO loaned the Company $300,000 and the Company accrued the CEO’s cut in compensation of $18,750 and repaid back-pay of $58,333. In the third quarter of 2014, the CEO was repaid $300,000 by the Company, the Company accrued the CEO’s cut in compensation of $18,750 and the amount due to the CEO at September 30, 2014 is $57,163. |
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Mortgage Payable |
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On November 29, 2012, the Company borrowed $1,000,000 from a lender and in exchange, the Company issued a 12% promissory note and a mortgage and security agreement. The 12% promissory note, among other matters, accrues interest at 12% per annum, is payable in full on November 29, 2014, and is secured by our corporate office building, located at 1080 NW 163rd Drive, Miami Gardens, FL 33169. We are working with the lender to extend the maturity date of the mortgage payable. See footnote 14 for further discussion. |
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On January 11, 2013, we received an additional advance of $400,000 pursuant to its existing lending facility with 1080 NW 163rd Drive, LLC. The additional advance of $400,000 was endorsed by a promissory note which was consolidated with the initial advance of $1,000,000 from the mortgage on 1080 NW 163rd Drive, LLC. The consolidated promissory mortgage note has an aggregate principal balance of $1,400,000, accrues interest at 12% per annum, is payable in full on November 29, 2014, and is secured by our corporate office building, located at 1080 NW 163rd Drive, Miami Gardens, FL 33169. Even though we cannot refinance the mortgage payable as discussed in footnote 14, the Company is working with the lender to extend the maturity date of the mortgage payable. |
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