Significant Events | 3 Months Ended |
Mar. 31, 2015 |
Notes | |
Significant Events | NOTE 3 - SIGNIFICANT EVENTS |
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Settlement of Litigation |
The Company received 1,127,742 shares of its common stock in settlement of litigation valued at $0.922 per share. As part of the settlement the Company forgave a $50,000 note receivable resulting in a gain on settlement of litigation of $989,778. |
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Common Stock Transactions |
During the three months ended March 31, 2015, the Company issued 73,887 common shares for services valued at $94,653. The Company also issued 200,000 common shares for debt issuance costs valued at $226,000. The Company cancelled the 1,127,742 shares of its common stock it received in settlement of litigation. |
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Credit Line Payable |
During the three months ended March 31, 2015, the Company borrowed $3,000,000 on the line of credit. The line of credit is for up to $4,000,000 subject to approval of the use of proceeds by the lender. The line of credit accrues interest at 12% per annum and is secured by one of the Company’s CHP projects and one solar project. The Company received net proceeds of $2,911,700 after closing costs. The Company has issued 400,000 shares of Class D convertible preferred stock as tertiary collateral for the line of credit. The $88,300 of fees withheld from the proceeds of the line of credit are included in prepaid expenses and are being amortized over the term of the line of credit. |
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Related Party Notes Payable |
The related party notes payable, totaling $1,333,147, are due on demand, accrue interest at 12% per annum and are unsecured. |
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CHP Plant Energized |
On March 30, 2015 the Company energized its initial combined heat and power (“CHP”) energy plant at a poultry processing facility in Sumter, South Carolina. The Company owns and operates the energy plant which provides combined heat and power (CHP) solutions. Electricity is generated and the thermal heat from the generator is captured and utilized for processes in the poultry facility, lowering energy costs, reducing greenhouse gas emissions and improving energy efficiency. |
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Convertible Note Payable |
During the three months ended March 31, 2015, the Company borrowed $10,000,000 on a convertible note payable. The note payable is convertible to shares of the Company’s common stock at $1 per share. The convertible note payable accrues interest at 12% per annum and is due on September 10, 2015. The convertible note payable is secured by one of the Company’s CHP projects and the Company’s assets. The Company received net proceeds of $9,953,068 after closing costs. The $46,932 in legal fees withheld from the loan proceeds are included in prepaid expenses and are being amortized over the 6 month term of the convertible note payable. |
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The lender received 200,000 shares of common stock as consideration for making the loan valued at $226,000. The lender also received 2,000,000 warrants to purchase shares of the Company’s common stock at $1.00 per share. The value of the warrants measured by The Company was $1,321,600. The value was computed using the Black-Scholes formula with a 5 year maturity, 1.62% risk free rate and a 94.46% volatility. The lender also received the right to purchase shares of the Company’s common stock at $1.00 per share upon the Company’s repayment of all or part of the convertible note payable. The value of the right to purchase common shares measured by the Company was $649,091. The value was computed using the Black-Scholes formula with a 1 year maturity, .25% risk free rate, a 87.06% volatility and a 5% probability of exercise. The total discount on the convertible note payable of $2,196,691 is being amortized over the 6 month term of the debt. The Company recorded $222,763 of interest expense from the amortization of the discount during the quarter ended March 31, 2015. |
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The following is a summary of convertible note payable the period ended March 31, 2015: |
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Balance at December 31, 2014 | $ | -- |
Borrowing of convertible note payable | | 10,000,000 |
Discount on convertible note payable | | -2,196,691 |
Amortization of discount | | 222,763 |
Balance at March 31, 2015 | $ | 8,026,072 |
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Series D Preferred Stock |
The Company has issued 400,000 shares of its $10.00 per share Series D preferred stock as tertiary collateral against the line of credit. The Series D preferred shares are issued, but not presently outstanding. The Series D preferred shares certificate is held by a third party and the lender does not have access to the certificate without the consent and cooperation of the Company. |
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Solely in the event of a default by the Company of its payment obligations under the terms of the line of credit, a block of the Series D preferred shares would be released and converted into common shares in accordance the formula provided in the line of credit agreement. The sufficient common shares would be sold by the lender to cure the default. Upon the repayment of the line of credit the Series D preferred stock will be returned to the Company and cancelled |