6. Debt | 9 Months Ended |
Sep. 30, 2013 |
Notes to Financial Statements | ' |
Note 6 - Debt | ' |
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| | September 30, | | | December 31, | | | | | | |
| | 2013 | | | 2012 | | | | | | |
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Convertible Notes Payable (2009 Offering), which are made up of various individual notes with an aggregate face value of $254,738 due in one year from date of note, interest at 6.0% | | $ | 254,738 | | | $ | 254,738 | | | | | | |
Convertible Notes Payable (11/10 Offering), which are made up of various individual notes with an aggregate face value of $1,851,004 and $1,831,073 at September 30, 2013 and December 31, 2012, respectively, due in one year from date of note, interest at 6.0% | | | 1,851,004 | | | | 1,831,073 | | | | | | |
CMS Acquisition, LLC Note Payable, with a face value of $77,696 due on March 8, 2014, interest at 6.0% thru May 15,2011; 10.0% thereafter | | | 77,696 | | | | 77,696 | | | | | | |
Convertible Notes Payable (5/12 Offering), which is made up of various individual notes with a face value of $583,510 and $383,510 at September 30, 2013 and December 31, 2012, respectively, due in 18 months from the date of note, interest at 6.0% | | | 583,510 | | | | 383,510 | | | | | | |
Total debt | | | | | 2,766,948 | | | | 2,547,017 | | | | | | |
Current maturities | | | | (2,566,948 | ) | | | (2,313,507 | ) | | | | | |
Long-term portion, less current maturities | | | $ | 200,000 | | | $ | 233,510 | | | | | | |
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Convertible Notes Payable |
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Since September 2008, the Company has conducted five offerings of units comprised of a convertible promissory note and a warrant having the terms set forth below: |
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Offering | | Note Interest Rate | | | Note Conversion Price | | | Warrant Exercise Price | | Term | | Closed or Open |
2008 Offering | | | 6 | % | | $ | 0.25 | | | $ | 0.45 | | One-year | | Closed |
2009 Offering | | | 6 | % | | $ | 0.08 | | | $ | 0.3 | | One-year | | Closed |
6/10 Offering | | | 12 | % | | $ | 0.08 | | | $ | 0.3 | | One-year | | Closed |
11/10 Offering | | | 6 | % | | $ | 0.06 | | | $ | 0.3 | | One-year | | Closed |
5/12 Offering | | | 6 | % | | $ | 0.1 | | | $ | 0.35 | | 18 months | | Closed |
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Each note may be converted, at the note holder’s option, at any time during the term of the note or prior to the closing of any Qualifying Equity Financing (minimum capital received of $5 million), into shares of Common Stock at the conversion price noted above. All notes have been recorded as debt (notes payable) in the financial statements, net of discounts for the conversion and warrant features (except for the 11/10 and 5/12 Offerings which carried no discounts). See Subsequent Events footnote for further disclosure regarding our notes. |
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2008 Offering - During September 2008, the Company commenced an offering of units and raised a total of $642,000 of investment proceeds through March 31, 2009. As of March 31, 2010, all of these notes had either been converted to shares of our common stock or exchanged into our 2009 Offering (resulting in new notes with a total face value of $539,829, which included the original principal and interest through the date of exchange). |
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2009 Offering - During April 2009, the Company commenced an offering of units and raised a total of $1,198,500 of investment proceeds through August 2010. One note was converted to shares of Common Stock in 2009 and one note was converted to shares of Common Stock in 2010. Beginning in March 2011, certain notes were exchanged into our 11/10 Offering. As a result, as of September 30, 2013, we had $254,738 face value of notes outstanding, which includes the exchanged notes from our 2008 Offering. All of these notes have matured. We are working with the remaining noteholders to either: repay the notes, refinance to our 11/10 Offering or convert the notes to shares of our Common Stock. |
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6/10 Offering - During June 2010, the Company commenced an offering of units and raised a total of $75,000 of investment proceeds in one note. Upon maturity in June 2011, this note was exchanged into our 11/10 Offering. As a result, the balance due on this offering is $-0-. |
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11/10 Offering - During November 2010, the Company commenced an offering of units and raised a total of $451,713 of investment proceeds. Three notes were converted to shares of Common Stock in 2011 and four notes were converted to shares of Common Stock in 2012. As of September 30, 2013, we had $1,851,004 face value of notes outstanding, which includes the exchanged notes from our 2009 Offering. |
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5/12 Offering - During May 2012, the Company commenced an offering of units and, as of September 30, 2013, had raised a total of $583,510 of investment proceeds. |
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CMS Acquisition, LLC Note Payable |
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In September 2010, the Company issued a note in the amount of $100,000 (interest at 6.0% per annum through May 15, 2011 and 10.0% thereafter, and secured by a security interest in the PSC Patent) and issued warrants to purchase 2,000,000 shares of Common Stock at a price of $0.05 per share. The note is due the earlier of: (i) March 8, 2014 pursuant to an amendment on May 8, 2013 or (ii) the date on which $500,000 or more in the aggregate is raised by the Company in future offerings. The warrants are exercisable at any time for five years from the date of issuance or reissuance. The value of these warrants has been recorded as a contra-balance amount discount with the note and was fully amortized (interest expense) as of February 28, 2011 (the original due date). As consideration in various amendments, the Company has: (i) paid $25,000 in February 2011 towards accrued interest to date and principal on the Note (ii) increased the interest rate to 10% as of May 15, 2011, (iii) re-dated the original warrants to May 8, 2013 and (iv) issued a new warrant for 150,000 shares of the Company’s Common Stock with an exercise price of $0.05 and exercisable at any time until May 8, 2018. |
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The following is a summary of warrants issued, at the exercise price and the amount of shares of Common Stock (these warrants have not been exercised or converted to common shares). |
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Warrants issued to: | | Exercise price | | | As of Sep 30, 2013 | | | As of Dec 31, 2012 | | | | |
Noteholders, 11/10 Offering | | $ | 0.3 | | | | 2,410,394 | | | | 6,926,367 | | | | |
Noteholders, 5/12 Offering | | $ | 0.35 | | | | 1,667,170 | | | | 1,095,742 | | | | |
Equity Offering 8/13 | | $ | 0.15 | | | | 3,000,000 | | | | - | | | | |
CMS Acquistion LLC | | $ | 0.05 | | | | 2,150,000 | | | | 2,000,000 | | | | |
Vertex Energy, Inc. | | $ | 0.11 | | | | 1,800,000 | | | | 1,800,000 | | | | |
Vertex Energy, Inc. | | $ | 0.1 | | | | 500,000 | | | | 500,000 | | | | |
| | | | | | | 11,527,564 | | | | 12,322,109 | | | | |
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The discounts on all notes payable have been amortized on a straight-line basis over the term of each note. All discounts were fully amortized and expensed as of June 30, 2011. |