NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2014 |
Notes to Financial Statements | |
NOTE 6 - NOTES PAYABLE | Notes payable |
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Notes payable at December 31, 2014 and 2013 consisted of the following: |
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| Final Maturity | | Interest Rate | | | 31-Dec-14 | | | 31-Dec-13 | |
| | | | | | | | | | |
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. As a result, principal of $247,500 and associated accrued interest acquired by Tarpon were reclassified to settlement payable. |
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Convertible notes payable |
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Convertible notes payable at December 31, 2014 and 2013 consisted of the following: |
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| | Interest Rate | | | 31-Dec-14 | | | 31-Dec-13 | | |
| | | | | | | | | | |
Alan Binder | | | 10 | % | | $ | - | | | $ | 25,000 | | |
Rousay Holdings Ltd. | | | 20 | % | | | - | | | | 1,290,000 | | |
JSJ Investments, Inc. | | | 10%~12 | % | | | 60,670 | | | | 38,600 | | |
Asher Enterprises, Inc. | | | 8 | % | | | - | | | | 145,000 | | |
KBM Worldwide, Inc. | | | 8 | % | | | 140,000 | | | | - | | |
GEL Properties, LLC | | | 8 | % | | | - | | | | 50,000 | | |
LG Capital Funding, LLC | | | 8 | % | | | 72,000 | | | | 50,000 | | |
Tarpon | | | 10 | % | | | 30,475 | | | | - | | |
WHC Capital, LLC | | | 12 | % | | | 75,000 | | | | - | | |
Beaufort Capital Partners, LLC | | | 12 | % | | | 21,000 | | | | - | | |
Tangiers Investment Group, LLC | | | 0%~10 | % | | | 133,000 | | | | - | | |
Darling Capital, LLC | | | 8 | % | | | 25,000 | | | | - | | |
Auctus Private Equity Fund, LLC | | | 8 | % | | | 40,000 | | | | - | | |
Subtotal | | | | | | | 597,145 | | | | 1,598,600 | | |
Debt discount | | | | | | | (313,165 | ) | | | (180,778 | ) | |
Total | | | | | | $ | 283,980 | | | $ | 1,417,822 | | |
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Alan Binder |
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On December 9, 2011, as a result of the Splitrock transaction, the Company assumed a $25,000 convertible note. The note was acquired by Tarpon on January 27, 2014. See Note 5. |
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Rousay Holdings Ltd. |
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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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JSJ Investments, Inc. |
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On January 19, 2012, the Company entered into an agreement with JSJ Investments, Inc (“JSJ”) in which JSJ agreed to loan the Company $25,000. The note was for one year and bears interest at a rate of 10% per annum. From July 19, 2012 to July 19, 2013, the note holder had the option to convert the note to common shares in the Company at a discount of 50% of the average of the preceding seven days closing price. On May 28, 2013, JSJ converted this note into 1,090 shares of common stock. |
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On May 31, 2013, the Company entered into a convertible promissory note with JSJ for $50,000. The note matured on December 2, 2013. 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 year ended December 31, 2014, JSJ converted $27,930 of this note to 4,900 shares of common stock. There was principal of $10,670 which has not been converted. |
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On August 21, 2014, the Company entered into a convertible promissory note with JSJ for $50,000 cash. The note 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. The note is currently in default. |
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Asher Enterprises, Inc. |
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On June 5, 2012, the Company entered into a convertible promissory note with Asher Enterprises, Inc. (“Asher”) for $32,500. The note bears interest at 8% and matured on March 7, 2013. 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 58% of the average lowest three closing prices during the ten trading days prior to the conversion date. During the year ended December 31, 2013, the Company issued 48,692 shares of common stock for the conversion of this note in the amount of $32,500. |
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On July 15, 2013, the Company entered into a convertible promissory note with Asher for $37,500. The note matured on April 17, 2014. 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 prices during the ten trading days prior to the conversion date. |
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During 2013, the Company also entered into various convertible promissory notes with Asher for an aggregated amount of $107,500. These notes matured during 2014. 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 prices during the ten trading days prior to the conversion date. |
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During the year ended December 31, 2014, the Company issued 549,828 shares of common stock for the conversion of these notes in the amount of $145,000 and accrued interest of $5,800. |
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KBM Worldwide, Inc. |
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On June 26, 2014, the Company entered into a convertible promissory note with KBM Worldwide Inc. for $32,500. The note matured on March 30, 2015 and was converted to the Company's common stock subsequent to December 31, 2014. |
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On August 12, 2014, the Company entered into a convertible promissory note with KBM Worldwide Inc. for $32,500. The note matures on May 14, 2015. |
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On October 2, 2014, the Company entered into a convertible promissory note with KBM Worldwide Inc. for $37,500. The note matures on July 7, 2015. |
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On November 10, 2014, the Company entered into a convertible promissory note with KBM Worldwide Inc. for $37,500. The note matures on August 12, 2015. |
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In the event that these notes remain 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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GEL Properties, LLC |
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On November 11, 2013, the Company entered into a convertible promissory note with GEL Properties LLC (“GEL”) for $50,000. The principal was received and recorded on November 20, 2013. The note bears interest at 8% and matured 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 prices during the ten trading days prior to the conversion date. During the year ended December 31, 2014, the Company issued 500,796 shares of common stock for the conversion of this note in the amount of $50,000 and accrued interest of $1,764. |
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LG Capital Funding, LLC |
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On November 11, 2013, the Company entered into a convertible promissory note with LG Capital Funding LLC (“LG”) for $50,000. The note matured 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 year ended December 31, 2014, the Company issued 1,521,533 shares of common stock for the conversion of this note in the amount of $50,000 and accrued interest of $2,993. |
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On November 10, 2014, the Company entered into a convertible promissory note with LG for $37,000. The note matures on November 10, 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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On November 10, 2014, the Company entered into a convertible promissory note with for $50,000, which was issued in exchange for a portion of the promissory note issued to VTG on January 23, 2014. The note bears interest at 8% and matures on November 10, 2015. LG has the right 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. The Company recorded a loss on extinguishment of debt of $46,981 related to the exchange. During the year ended December 31, 2014, the Company issued 4,201,552 shares of common stock for the conversion of this note in the amount of $15,000 and accrued interest of $66. |
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Tarpon |
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On October 2, 2013, 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 on 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 matured 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 less. For interest that accrues pursuant to this note, the conversion price shall be at $0.001 regardless of the trading price. During the year ended December 31, 2014, the Company issued 167,234 shares of common stock for the conversion of this note in the amount of $25,000 and accrued interest and fees of $1,660. |
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On February 3, 2014, the Company entered into a convertible promissory note with Tarpon in the amount of $132,000. The promissory note was issued on 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 matured on August 3, 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 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 year ended December 31, 2014, the Company issued 18,908,016 shares of common stock for the conversion of this note in the amount of $101,525 and accrued interest and fees of $9,866. |
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WHC Capital, LLC |
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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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Beaufort Capital Partners, LLC |
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On September 2, 2014, the Company entered into a convertible promissory note with Beaufort Capital Partners, LLC (“Beaufort”) for $21,000. The note matured on March 2, 2015. 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. To date, the Company has not repaid the debt and Beaufort has not exercised their conversion right. |
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Tangiers Investment Group, LLC |
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On October 13, 2014, the Company entered into a convertible promissory note with Tangiers Investment Group LLC (“Tangiers”) for $55,000. The note matures on October 13, 2015. Tangiers 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 lowest trading prices during the twenty trading days prior to the conversion date. |
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On October 13, 2014, the Company entered into a convertible promissory note with Tangiers for $33,000. The note bears interest at 10% and matures on October 13, 2015. Tangiers 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 lowest trading prices during the twenty trading days prior to the conversion date. |
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On December 3, 2014, the Company entered into a convertible promissory note with Tangiers for $45,000, which was issued in exchange for a portion of the promissory note issued to GGIL on January 23, 2014. The note matures on December 3, 2015. Tangiers has the right to convert the balance outstanding into the Company’s common stock at a rate equal to 60% of the lowest three trading price during the ten trading days prior to the conversion date. The Company recorded a loss on extinguishment of debt of $51,501 related to the exchange. |
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Darling Capital LLC |
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On November 6, 2014, the Company entered into a convertible promissory note with Darling Capital LLC (“Darling”) for $25,000. The note matures on August 6, 2015. Auctus 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 of the lowest three trading prices during the fifteen trading days prior to the conversion date. |
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Auctus Private Equity Fund LLC |
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On November 7, 2014, the Company entered into a convertible promissory note with Auctus Private Equity Fund LLC (“Auctus”) for $40,000. The note matures on August 7, 2015. Auctus 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 of the lowest two trading prices during the twenty-five trading days prior to the conversion date. |
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Other Various Convertible Notes |
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During the year ended December 31, 2014, the Company also entered into other various convertible promissory notes for an aggregate principal amount of $359,000. In 2014, the Company issued 21,652,983 shares of common stock for the conversion of these notes along with accrued interest of $12,016. |
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During the year ended December 31, 2013, the Company also entered into other various convertible promissory notes for an aggregate principal amount of $117,500. In 2014, the Company issued 323,226 shares of common stock for the conversion of these notes along with accrued interest of $4,700. |
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Long-term convertible notes payable |
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| Maturity | | Interest | | December 31, | | | December 31, | |
Date | Rate | 2014 | 2013 |
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Virtual Technology Group, Ltd | 1/23/17 | | | 0 | % | | $ | 695,000 | | | | - | |
Gold Globe Investments Ltd | 1/23/17 | | | 0 | % | | $ | 2,380,000 | | | | - | |
Vista Capital Investments, LLC. | 4/15/16 | | | 12 | % | | | 5,800 | | | | - | |
Subtotal | | | | | | | | 3,080,800 | | | | - | |
Debt discount | | | | | | | | (1,684,853 | ) | | | - | |
Total | | | | | | | $ | 1,395,947 | | | | - | |
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On January 23, 2014, the Company entered into a convertible promissory note with Virtual Technology Group LLC (“VTG”) for $1,500,000. 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 on another other exchange. During the year ended December 31, 2014, the Company issued 11,288,001 shares of common stock for the conversion of a portion of this note in the amount of $755,000. On November 10, 2014, an additional $50,000 of this note was replaced with a note issued to LG. |
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On January 23, 2014, the Company entered into a convertible promissory note with Gold Globe Investments Limited (“GGIL”) for $2,800,000. 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 on another exchange. During the year ended December 31, 2014, the Company issued 4,695,536 shares of common stock for the conversion of a portion of this note in the amount of $375,000. On December 3, 2014, $45,000 of this note was replaced with a note issued to Tangiers. |
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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 issuance discount of $25,000. The note 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 per share or 60% of the lowest trade occurring during the twenty-five consecutive trading days preceding the conversion date. Due to certain events that occurred during 2014, the conversion price has been reset to $0.005 per share or 50% of the lowest trade occurring during the twenty-five consecutive trading days preceding the conversion date. Pursuant to the agreement, if the conversion price calculated under this agreement is less than $0.01 per share, the principal amount outstanding shall increase by $10,000 (“Sub-Penny”). $25,000 net proceeds was received on April 23, 2014. The remaining fund of this note has not been received. During the year ended December 31, 2014, the Company issued 3,333,333 shares of common stock for the conversion of a portion of this note in the amount of $35,000. |
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Debt Discount |
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The table below presents the changes of the debt discount during the years ended December 31, 2014 and 2013: |
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| | Amount | | | | | | | | | | |
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31-Dec-12 | | $ | 8,440 | | | | | | | | | | |
Additions | | | 412,500 | | | | | | | | | | |
Amortization | | | (240,162 | ) | | | | | | | | | |
31-Dec-13 | | | 180,778 | | | | | | | | | | |
Additions | | | 4,490,543 | | | | | | | | | | |
Amortization | | | (2,673,303 | ) | | | | | | | | | |
31-Dec-14 | | $ | 1,998,018 | | | | | | | | | | |
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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 year ended December 31, 2014, the Company received a loan of $2,500 from its officer to open a new bank account. |