NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2014 |
Notes Payable | ' |
NOTE 5 - NOTES PAYABLE | ' |
Notes payable |
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Notes payable at September 30, 2014 and December 31, 2013 consisted of the following: |
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| Final Maturity | | Interest Rate | | | September 30, | | | December 31, | | | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
C. Smith | 9/18/11 | | | 8 | % | | $ | - | | | $ | 14,850 | | | | | | | | | | | | |
D. Radcliffe | 9/18/11 | | | 8 | % | | | - | | | | 49,500 | | | | | | | | | | | | |
L. Kaswell | 9/18/11 | | | 8 | % | | | - | | | | 99,000 | | | | | | | | | | | | |
M. Trokel | 9/18/11 | | | 8 | % | | | - | | | | 49,500 | | | | | | | | | | | | |
Radcliffe Investment Partners I | 9/18/11 | | | 8 | % | | | - | | | | 34,650 | | | | | | | | | | | | |
Morchester International Limited | 7/14/12 | | | 15 | % | | | 35,429 | | | | 35,429 | | | | | | | | | | | | |
Morchester International Limited | 7/14/12 | | | 8 | % | | | 10,000 | | | | 10,000 | | | | | | | | | | | | |
Total | | | | | | | $ | 45,429 | | | $ | 292,929 | | | | | | | | | | | | |
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On December 9, 2011, Elray entered into an Amended Splitrock Agreement whereby the Company acquired certain assets and liabilities of Splitrock. As part of the liabilities assumed in terms of the Amended Splitrock Agreement, the Company assumed notes payable of $292,929 bearing interest of 8% or 15% per annum. All of these notes are past due and currently in default. |
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On January 27, 2014, the court granted an approval of the settlement agreement with Tarpon whereby the Company would issue shares to Tarpon for resale to pay off certain liabilities. Principal of $247,500 and associated accrued interest acquired by Tarpon were reclassified to settlement payable as of September 30, 2014. |
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Convertible notes payable |
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Convertible notes payable, net of discounts, at September 30, 2014 and December 31, 2013 consisted of the following: |
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| | 30-Sep-14 | | | 31-Dec-13 | |
| | Principal | | | Unamortized discount | | | Principal, net of discounts | | | Principal | | | Unamortized discount | | | Principal, net of discounts | |
| | | | | | | | | | | | | | | | | | |
a. Alan Binder | | $ | - | | | $ | - | | | $ | - | | | $ | 25,000 | | | $ | - | | | $ | 25,000 | |
b. JSJ Investments, Inc. | | | 10,670 | | | | - | | | | 10,670 | | | | 38,600 | | | | - | | | | 38,600 | |
c. JSJ Investments, Inc. | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
d. JSJ Investments, Inc. | | | 50,000 | | | | (39,130 | ) | | | 10,870 | | | | - | | | | - | | | | - | |
e. Asher Enterprises, Inc. | | | - | | | | - | | | | - | | | | 37,500 | | | | (15,492 | ) | | | 22,008 | |
f. Asher Enterprises, Inc. | | | - | | | | - | | | | - | | | | 37,500 | | | | (20,989 | ) | | | 16,511 | |
g. Asher Enterprises, Inc. | | | - | | | | - | | | | - | | | | 27,500 | | | | (21,689 | ) | | | 5,811 | |
h. Asher Enterprises, Inc. | | | - | | | | - | | | | - | | | | 42,500 | | | | (38,298 | ) | | | 4,202 | |
i. Asher Enterprises, Inc. | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
j. Asher Enterprises, Inc. | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
k. KBM Worldwide, Inc. | | | 32,500 | | | | (11,109 | ) | | | 21,391 | | | | - | | | | - | | | | - | |
l. KBM Worldwide, Inc. | | | 37,500 | | | | (19,163 | ) | | | 18,337 | | | | - | | | | - | | | | - | |
m. KBM Worldwide, Inc. | | | 32,500 | | | | (21,707 | ) | | | 10,793 | | | | - | | | | - | | | | - | |
n. KBM Worldwide, Inc. | | | 32,500 | | | | (27,509 | ) | | | 4,991 | | | | - | | | | - | | | | - | |
o. GEL Properties, LLC | | | - | | | | - | | | | - | | | | 50,000 | | | | (42,235 | ) | | | 7,765 | |
p. GEL Properties, LLC | | | 7,466 | | | | (3,689 | ) | | | 3,777 | | | | - | | | | - | | | | - | |
q. LG Capital Funding, LLC | | | 300 | | | | - | | | | 300 | | | | 50,000 | | | | (42,075 | ) | | | 7,925 | |
r. LG Capital Funding, LLC | | | 37,000 | | | | (16,135 | ) | | | 20,865 | | | | - | | | | - | | | | - | |
s. LG Capital Funding, LLC | | | 50,000 | | | | (12,209 | ) | | | 37,791 | | | | - | | | | - | | | | - | |
t. Virtual Technology Group, Ltd | | | 950,000 | | | | (933,747 | ) | | | 16,253 | | | | - | | | | - | | | | - | |
u. Gold Globe Investments Ltd | | | 2,555,000 | | | | (1,742,995 | ) | | | 812,005 | | | | - | | | | - | | | | - | |
v. Vista Capital Investments, LLC. | | | 25,000 | | | | (19,520 | ) | | | 5,480 | | | | - | | | | - | | | | - | |
w. Rousay Holdings Ltd. | | | - | | | | - | | | | - | | | | 1,290,000 | | | | - | | | | 1,290,000 | |
x. Tarpon Bay Partners, LLC. | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
y. Tarpon Bay Partners, LLC. | | | 112,775 | | | | - | | | | 112,775 | | | | - | | | | - | | | | - | |
z. Beaufort Capital Partners, LLC | | | 21,000 | | | | (18,360 | ) | | | 2,640 | | | | - | | | | - | | | | - | |
aa. WHC Capital, LLC | | | 75,000 | | | | (75,000 | ) | | | - | | | | - | | | | - | | | | - | |
Total | | $ | 4,029,211 | | | $ | (2,940,273 | ) | | $ | 1,088,938 | | | $ | 1,598,600 | | | $ | (180,778 | ) | | $ | 1,417,822 | |
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The table below presents the changes of debt discount during the nine months ended September 30, 2014: |
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31-Dec-13 | | $ | 180,778 | | | | | | | | | | | | | | | | | | | | | |
Additions | | | 4,182,742 | | | | | | | | | | | | | | | | | | | | | |
Amortization | | | (1,423,247 | ) | | | | | | | | | | | | | | | | | | | | |
30-Sep-14 | | $ | 2,940,273 | | | | | | | | | | | | | | | | | | | | | |
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a. On December 9, 2011, as a result of the Splitrock transaction, the Company assumed a $25,000 convertible note. The note was due on August 4, 2012 with 10% annual interest. The note was convertible to Splitrock’s common stock at $0.10 per share prior to December 9, 2011 and is now convertible to 7,545 shares of the Company’s common stock. The note was acquired by Tarpon on January 27, 2014. See Note 3. |
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b. On May 31, 2013, the Company entered into a convertible promissory note with JSJ for $50,000 (the "Third JSJ Note"). The note bears interest at 10% and matured on December 2, 2013. From November 31, 2013 to November 31, 2014, the note holder has the option to convert the note to common shares in the Company at a discount of 50% of the average closing price over the last 120 days prior to conversion, or the average closing price over the last seven days prior to conversion. During the nine months ended September 30, 2014, JSJ converted $27,930 of its third note to 147,000 shares of common stock. |
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c. On January 30, 2014, the Company entered into a convertible promissory note with JSJ for $50,000 cash (the "Fourth JSJ Note"). The note bears interest at 10% and matured on January 30, 2015. Upon the maturity, the note has a cash redemption premium of 150% of the principal amount. The note is convertible to the Company’s common shares at a discount of 50% of the average of the three lowest bids on the twenty days before the date this note is executed, or 50% of the average of the three lowest bids during the twenty trading days preceding the delivery of any conversion notice, whichever is lower. During the nine months ended September 30, 2014, JSJ converted $50,000 of its fourth note to 41,172,878 shares of common stock and accrued interest of $2,754. |
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d. On August 21, 2014, the Company entered into a convertible promissory note with JSJ for $50,000 cash (the "Fifth JSJ Note"). The note bears interest at 12% and matured on February 21, 2015. Upon the maturity, the note has a cash redemption premium of 150% of the principal amount. The note is convertible to the Company’s common shares at a discount of 60% of the average of the three lowest bids on the twenty days before the date this note is executed, or 60% of the average of the three lowest bids during the twenty trading days preceding the delivery of any conversion notice, whichever is lower. |
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e. On July 15, 2013, the Company entered into a convertible promissory note with Asher for $37,500 (the "Seventh Asher Note"). The note bears interest at 8% and matures on April 17, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. Asher has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 45% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. During the nine months ended September 30, 2014, the Company issued 163,884 shares of common stock for the conversion of the Seventh Asher Note in the amount of $37,500 and accrued interest of $1,500. |
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f. On August 28, 2013, the Company entered into a convertible promissory note with Asher for $37,500 (the "Eighth Asher Note"). The note bears interest at 8% and matures on May 30, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. Asher has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 40% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. During the nine months ended September 30, 2014, the Company issued 370,940 shares of common stock for the conversion of the Eighth Asher Note in the amount of $37,500 and accrued interest of $1,500. |
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g. On October 24, 2013, the Company entered into a convertible promissory note with Asher for $27,500 (the "Ninth Asher Note"). The note bears interest at 8% and matures on July 28, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. Asher has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 40% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. During the nine months ended September 30, 2014, the Company issued 2,583,210 shares of common stock for the conversion of the Ninth Asher Note in the amount of $27,500 and accrued interest of $1,100. |
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h. On November 21, 2013, the Company entered into a convertible promissory note with Asher for $42,500 (the "Tenth Asher Note"). The note bears interest at 8% and matures on August 25, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. Asher has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 40% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. During the nine months ended September 30, 2014, the Company issued 13,376,801 shares of common stock for the conversion of the Tenth Asher Note in the amount of $42,500 and accrued interest of $1,700. |
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i. On January 9, 2014, the Company entered into a convertible promissory note with Asher for $32,500 (the "Eleventh Asher Note"). The note bears interest at 8% and matures on October 13, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. Asher has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 40% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. During the nine months ended September 30, 2014, the Company issued 18,993,972 shares of common stock for the conversion of the Eleventh Asher Note in the amount of $32,500 and accrued interest of $1,300. |
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j. On February 20, 2014, the Company entered into a convertible promissory note with Asher for $32,500 (the "Twelfth Asher Note"). The note bears interest at 8% and matures on November 23, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. Asher has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 40% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. During the nine months ended September 30, 2014, the Company issued 28,425,000 shares of common stock for the conversion of the Twelfth Asher Note in the amount of $32,500 and accrued interest of $1,300. |
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k. On March 24, 2014, the Company entered into a convertible promissory note with KBM Worldwide Inc. (the "First KBM Note") for $32,500. The note bears interest at 8% and matures on January 2, 2015. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. KBM has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 40% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. |
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l. On May 14, 2014, the Company entered into a convertible promissory note with KBM Worldwide Inc. (the "Second KBM Note") for $37,500. The note bears interest at 8% and matures on February 16, 2015. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. KBM has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 40% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. |
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m. On June 26, 2014, the Company entered into a convertible promissory note with KBM Worldwide Inc. (the "Third KBM Note") for $32,500. The note bears interest at 8% and matures on March 30, 2015. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. KBM has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 40% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. |
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n. On August 12, 2014, the Company entered into a convertible promissory note with KBM Worldwide Inc. (the "Fourth KBM Note") for $32,500. The note bears interest at 8% and matures on May 14, 2015. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. KBM has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 40% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. |
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o. On November 11, 2013, the Company entered into a convertible promissory note with GEL Properties LLC ("GEL") for $50,000. The note bears interest at 8% and matures on August 11, 2014. GEL has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 55% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. During the nine months ended September 30, 2014, the Company issued 15,023,894 shares of common stock for the conversion of GEL Note in the amount of $50,000 and accrued interest of $1,764. |
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p. On November 11, 2013, the Company entered into a convertible promissory note with GEL Properties LLC (the "GEL Backend" Note) for $50,000. The note bears interest at 8% and matures on August 11, 2014. GEL has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 55% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. The note principal was received on August 18, 2014. During the nine months ended September 30, 2014, the Company issued 61,809,535 shares of common stock for the conversion of GEL Note in the amount of $42,534. |
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q. On November 11, 2013, the Company entered into a convertible promissory note with LG Capital Funding LLC (the "First LG Note") for $50,000. The note bears interest at 8% and matures on August 11, 2014. LG has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 55% of the average lowest three closing bid prices during the ten trading days prior to the conversion date. During the nine months ended September 30, 2014, the Company issued 44,819,880 shares of common stock for the conversion of LG Note in the amount of $49,700 and accrued interest of $2,960. |
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r. On March 6, 2014, the Company entered into a convertible promissory note with LG Capital Funding LLC (the "Second LG" Note) for $37,000. The note bears interest at 8% and matures on March 6, 2015. LG has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the average lowest three trading prices during the fifteen trading days prior to the conversion date. |
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s. On May 23, 2014, the Company entered into a convertible promissory note with LG Capital Funding LLC (the "First LG Backend" Note) for $50,000. The note bears interest at 8% and matures on November 11, 2014. LG has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 55% of the average lowest three trading prices during the fifteen trading days prior to the conversion date. |
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t. On January 23, 2014, the Company entered into a convertible promissory note with Virtual Technology Group LLC ("VTG") for $1,500,000. The note bears no interest and matures on January 23, 2017. VTG has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 100% of the average of the closing bid prices for the seven trading days prior to the conversion date when the Company’s shares are traded in the OTCQB or during the ten trading days prior to the conversion date when the Company’s shares are traded in other exchange. During the nine months ended September 30, 2014, the Company issued 124,342, 298 shares of common stock for the conversion of VTG Note in the amount of $550,000. |
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u. On January 23, 2014, the Company entered into a convertible promissory note with Gold Globe Investments Limited ("GGIL") for $2,800,000. The note bears no interest and matures on January 23, 2017. GGIL has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 100% of the average of the lowest three trading prices during the seven trading days prior to the conversion date when the Company’s shares are traded in the OTCQB or during the ten trading days prior to the conversion date when the Company’s shares are traded in other exchange. During the nine months ended September 30, 2014, the Company issued 40,387,607 shares of common stock for the conversion of GGIL Note in the amount of $245,000. |
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v. On April 15, 2014, the Company entered into a convertible promissory note with Vista Capital Investments, LLC ("Vista") for $250,000. The note has an original issue discount of $25,000. The note bears interest at 12% and matures 2 years from the date of each payment of the principal from Vista. In the event that the note remains unpaid at maturity date, the outstanding balance shall immediately increase to 120% of the outstanding balance. Vista has the right to convert the outstanding balance into the Company’s common stock at a rate equal to the lesser of $0.008 or 60% of the lowest trade occurring during the twenty-five consecutive trading days preceding the conversion date. $25,000 was received and recorded on April 23, 2014. |
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w. On April 25, 2012, the Company entered into a promissory note with Rousay Holdings Ltd. (“Rousay”) for $10,000,000 (“Original Rousay Note”). During year 2012, $2 million of the promissory note had been funded and $710,000 has been repaid. On October 8, 2012, the Company issued a new promissory note to Rousay to replace the Original Rousay Note, where the face of the note is $1,290,000. The new note was due on April 26, 2013 with an interest rate of 20% per annum. On the event of default, interest rate increases to 25% per annum. On April 26, 2013, Rousay has an option of receiving an amount of restricted common stock of the Company equal to 10% of the then outstanding and issued common stock of the Company in lieu of payment of principal and interest. The note was acquired by Tarpon on January 27, 2014. See Note 3. |
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x. On February 3, 2014, the Company entered into a convertible promissory note with Tarpon Bay Partners, LLC (“Tarpon”) in the amount of $25,000. The promissory note was issued in terms of a court granted and approved settlement agreement with Tarpon on January 27, 2014. See Note 3. The note bears interest at 10% and matures on October 2, 2014. Tarpon has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing bid price in the 30 trading days prior to the conversion date, or $0.031, whichever is lesser. For interest that accrues pursuant to this note, the conversion price shall be at $0.001 regardless of the trading price. During the nine months ended September 30, 2014, the Company issued 5,205,794 shares of common stock for the conversion of Tarpon Note in the amount of $25,000 and accrued interest and fees of $2,585. |
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y. On February 3, 2014, the Company entered into a convertible promissory note with Tarpon Bay Partners, LLC (“Tarpon 2014”) in the amount of $132,000. The promissory note was issued in terms of a court granted and approved settlement agreement with Tarpon on January 27, 2014. See Note 3. The note bears interest at 10% and matures on August 3, 2014. ASC has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing bid price in the 20 trading days prior to the conversion date. For interest that accrues pursuant to this note, the conversion price shall be at $0.001 regardless of the trading price. The conversion price should also be adjusted if the Company issued any shares, prior to the conversion of the note, at a price lower than the conversion price. During the nine months ended September 30, 2014, the Company issued 71,001,445 shares of common stock for the conversion of Tarpon Note in the amount of $19,225 and accrued interest and fees of $9,664. |
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z. On September 2, 2014, the Company entered into a convertible promissory note with Beaufort Capital Partners, LLC ("Beaufort") for $21,000. The note bears a total interest of $9,000 and matures on March 2, 2015. Absent the occurrence of an event of default, the Company may prepay the note for a net payment of $30,000 at any time prior to December 2, 2014. Beaufort has the right after the maturity date to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest trading prices during the fifteen trading days prior to the conversion date. Under certain conditions, the conversion price would be reset to $0.0001 or 65% off the lowest price of the previous five trading days. |
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aa. On September 23, 2014, the Company entered into a convertible promissory note with WHC Capital, LLC ("WHC") for $75,000. The note bears interest at 12% and matures on September 23, 2015. WHC has the right at any time during the period beginning on the date of this note to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest intra-day trading price during the fifteen trading days prior to the conversion date. |
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Due to the conversion feature of various convertible notes the Company issued, the actual number of shares of common stock that would be required if a conversion of the note was made through the issuance of common stock cannot be predicted, and the Company could be required to issue an amount of shares that may cause it to exceed its authorized common share amount. As a result, the conversion feature requires derivative accounting treatment and has been bifurcated from the note and is “marked to market” each reporting period through the statements of operations. |
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The conversion feature of the convertible notes issued during the nine months ended September 30, 2014 was valued at $5,331,732 on the issuance date. As a result, these notes were fully discounted and the fair value of the conversion feature in excess of the principal amount of the note of $1,986,248 was expensed immediately as additional interest expense. |
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Loans from shareholders |
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On September 5, 2008, Elmside Pty Ltd, a company related to a former director, agreed to an interest free loan of $55,991 to the Company on an as-needed basis to fund the business operations and expenses of the Company until December 9, 2011, the due date of the loan. The note is in default. |
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During the nine months ended September 30, 2014, the Company received $2,500 from its officer to open a new bank account. |