Note 7 - Third Party Transactions | 6 Months Ended |
Jun. 30, 2014 |
Notes | ' |
Note 7 - Third Party Transactions | ' |
NOTE 7 – THIRD PARTY TRANSACTIONS |
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The Company owed Scientigo, Inc. $155,000 as part of the Find.com URL transaction referenced in Note 3 above. The Company made payments of $100,000 to Scientigo, leaving a balance of $55,000 which is in default. Forbearance was granted until January 2, 2014. Management is in current negotiations to extend the forbearance period and terms of payment. |
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On June 30, 2010, the Company issued secured notes to acquire the Find.com URL as referenced in Note 3 above, in the amount of $3,070,000 bearing interest at the rate of 12% and having a maturity date of December 31, 2011. The Company did not make the required payments under the secured Find.com notes to the holders thereof when due. The Collateral Agent for the Notes declared the Notes in default in November 2010. The Company originally negotiated a Forbearance Agreement with the Note Holders to effect forbearance for four months through March 15, 2011. |
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Generation Zero was not able to meet the terms of the Forbearance Agreement with the secured note holders. In April 2012, the secured note holders, with over majority approval, authorized the Collateral Agent to forbear in the exercise of its rights and remedies under the Secured Notes, Security Agreements, Operating Agreement, Forbearance Agreement and applicable law during a Forbearance Period commencing on June 30, 2010 and ending on the earlier to occur of January 2, 2014 or the date that any Forbearance Default (as defined in the Forbearance Agreement) occurs (the “Forbearance Period”). The Secured Notes have an outstanding balance of $2,920,250 and interest shall not accrue or be assessed during the Forbearance Period. As a forbearance fee, Generation Zero agreed to issue 1,460,125 shares of restricted common stock pro-rata with the outstanding principal amount of the Notes held by each holder. A total of 773,669 of these shares have not been physically issued to date and are not included in the number of issued and outstanding shares disclosed throughout this filing. The authorized amendment to the Forbearance Agreement also provided for the restructure of Generation Zero Group, Inc. and the transfer of control from Mr. Krieg, which transfer of control has occurred to date as described in greater detail in Note 4. Further terms of the Forbearance Agreement were not met by January 2, 2014. The forbearance has subsequently been extended to January 2, 2015 with an automatic extension to January 2, 2016 unless a majority (by value) of the noteholders notifies the Company otherwise. |
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On November 4, 2010, a third party loaned the Company $150,000, which was evidenced by a promissory note in the amount of $250,000 bearing interest at the rate of 12% per annum with a maturity date of November 4, 2011. The amount of the note represented receipt of $150,000 cash and the assignment of $100,000 debt owed to the Company’s then sole officer and Director. The Company issued 900,000 shares of restricted common stock in connection with this third party note. The holder of this note agreed to mirror all deferrals and waivers by the Secured Note holders going forward, with forbearance on this note commencing as of January 23, 2014. |
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On November 4, 2010, a third party loaned the Company $50,000, which was evidenced by a promissory note, bearing interest at the rate of 12% per annum with a maturity date of November 4, 2011. The Company issued the third party an aggregate of 300,000 shares of common stock in connection with this third party note. The holder of this note agreed to mirror all deferrals and waivers by the Secured Note holders going forward. |
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In April 2012, four of the Secured Note Holders participated in a non-interest bearing bridge loan for $40,000. The Company issued 400,000 shares of restricted common stock in consideration of this funding. In September 2013, Cynthia S. White, one of our then directors and a Secured Note Holder converted $10,000 of short-term debt disclosed in Note 6 to a $10,000 bridge loan. The Company issued Ms. White 100,000 shares of restricted common stock in connection with the loan. |
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On August 15, 2012, a third party loaned the Company $200,000 for working capital which was evidenced by a Convertible Promissory Note, bearing interest at the rate of 10% per annum with a maturity date of August 15, 2014. The Convertible Promissory Note is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $0.08 per share. The holders of this note agreed to extend the maturity date until August 15, 2015. |
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In October 2013, Find.com entered into an agreement with a third party, pursuant to which it appointed the third party as its agent for the purpose of selling pay-per-click advertising through the Find.com website. The agreement had an initial term of six months, automatically extendable thereafter for one year periods, unless either party provides sixty days written notice to the other prior to the beginning of the next extension term. The agreement has been automatically extended as of the date of this filing. The agreement is also terminable by either party with 30 days written notice upon a material breach of the agreement by the other party. Pursuant to the agreement Find.com receives 10% of the revenues generated by the agreement. |