NOTES AND CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS | 12 Months Ended |
Dec. 31, 2013 |
Notes And Convertible Notes Payable And Notes Payable Related Parties Net Of Discounts | ' |
Note 7. NOTES AND CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS | ' |
Notes and convertible notes payable, net of discounts, all classified as current at December 31, 2013 and 2012, consists of the following: |
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Notes and convertible notes, | | | | | | | | | | | | | | | | | | | | | | |
net of discounts | | 31-Dec-13 | | | 31-Dec-12 | |
| | | | | | | | | | | Principal, | | | | | | | | | | | | Principal, | |
| | | | | Unamortized | | | Put | | | net of | | | | | | Unamortized | | | Put | | | net of | |
| | Principal | | | Discount | | | Premium | | | Discounts | | | Principal | | | Discount | | | Premium | | | Discounts | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gary Kline (1) (2) | | $ | 56,000 | | | $ | - | | | $ | - | | | $ | 56,000 | | | $ | 56,000 | | | $ | - | | | $ | - | | | $ | 56,000 | |
Gary Kline (1) | | | 55,000 | | | | - | | | | - | | | | 55,000 | | | | 55,000 | | | | - | | | | - | | | | 55,000 | |
Gary Kline (1) | | | 75,000 | | | | - | | | | - | | | | 75,000 | | | | 75,000 | | | | - | | | | - | | | | 75,000 | |
Gary Kline (1) | | | 23,500 | | | | - | | | | - | | | | 23,500 | | | | 23,500 | | | | - | | | | - | | | | 23,500 | |
James E. Pumphrey (1) | | | 25,883 | | | | - | | | | - | | | | 25,883 | | | | 25,883 | | | | - | | | | - | | | | 25,883 | |
Evolution Capital, LLC (1) (2) | | | 11,500 | | | | - | | | | - | | | | 11,500 | | | | 25,000 | | | | - | | | | - | | | | 25,000 | |
Evolution Capital, LLC (1) (2) | | | 75,000 | | | | - | | | | - | | | | 75,000 | | | | 75,000 | | | | - | | | | - | | | | 75,000 | |
Evolution Capital, LLC (1) | | | 22,750 | | | | - | | | | - | | | | 22,750 | | | | - | | | | - | | | | - | | | | - | |
Evolution Capital, LLC (1) | | | 20,255 | | | | - | | | | - | | | | 20,255 | | | | - | | | | - | | | | - | | | | - | |
Evolution Capital, LLC (1) | | | 36,580 | | | | - | | | | - | | | | 36,580 | | | | - | | | | - | | | | - | | | | - | |
Evolution Capital, LLC (1) | | | 12,990 | | | | - | | | | - | | | | 12,990 | | | | - | | | | - | | | | - | | | | - | |
Marina Development, LLC (1) (2) | | | - | | | | - | | | | - | | | | - | | | | 19,350 | | | | - | | | | - | | | | 19,350 | |
Keith Sazer (1) (2) | | | - | | | | - | | | | - | | | | - | | | | 5,250 | | | | - | | | | - | | | | 5,250 | |
Hanson Capital, LLC (1) (2) | | | 98,500 | | | | - | | | | - | | | | 98,500 | | | | 100,000 | | | | - | | | | - | | | | 100,000 | |
Asher Enterprises, Inc. (2) | | | 650 | | | | - | | | | 27,155 | | | | 27,805 | | | | 37,500 | | | | -18,103 | | | | 27,155 | | | | 46,552 | |
Asher Enterprises, Inc. (2) | | | 39,850 | | | | - | | | | 38,379 | | | | 78,229 | | | | 53,000 | | | | -38,379 | | | | 38,379 | | | | 53,000 | |
Asher Enterprises, Inc. (2) | | | 32,500 | | | | - | | | | 23,534 | | | | 56,034 | | | | - | | | | - | | | | - | | | | - | |
KAJ Capital, LLC (1) (2) | | | 10,000 | | | | - | | | | - | | | | 10,000 | | | | 25,000 | | | | - | | | | - | | | | 25,000 | |
Robert Salie - Line of Credit (1) (2) | | | 400,000 | | | | -2,805 | | | | - | | | | 397,195 | | | | 400,000 | | | | -2,805 | | | | - | | | | 397,195 | |
Salie Family Limited Partnership (1) (2) | | | 50,000 | | | | - | | | | - | | | | 50,000 | | | | 50,000 | | | | - | | | | - | | | | 50,000 | |
Transfer Online, Inc. (1) | | | 15,400 | | | | - | | | | - | | | | 15,400 | | | | 15,400 | | | | - | | | | - | | | | 15,400 | |
Transfer Online, Inc. (1) | | | 25,000 | | | | - | | | | - | | | | 25,000 | | | | 25,000 | | | | - | | | | - | | | | 25,000 | |
Transfer Online, Inc. (1) | | | 35,000 | | | | - | | | | - | | | | 35,000 | | | | 35,000 | | | | - | | | | - | | | | 35,000 | |
Transfer Online, Inc. (1) | | | 45,000 | | | | - | | | | - | | | | 45,000 | | | | 45,000 | | | | - | | | | - | | | | 45,000 | |
Transfer Online, Inc. (1) | | | 55,000 | | | | - | | | | - | | | | 55,000 | | | | 55,000 | | | | - | | | | - | | | | 55,000 | |
Douglas Pinard (1) | | | 20,000 | | | | - | | | | - | | | | 20,000 | | | | 20,000 | | | | - | | | | - | | | | 20,000 | |
Richard St. Cyr (1) | | | 17,000 | | | | - | | | | - | | | | 17,000 | | | | 17,000 | | | | - | | | | - | | | | 17,000 | |
Susan Jones (1) | | | 58,333 | | | | - | | | | - | | | | 58,333 | | | | 58,333 | | | | - | | | | - | | | | 58,333 | |
SGI Group, LLC (1) (2) | | | - | | | | - | | | | - | | | | - | | | | 6,419 | | | | - | | | | - | | | | 6,419 | |
Ventana Capital Partners, Inc. (1) | | | 20,000 | | | | - | | | | - | | | | 20,000 | | | | 20,000 | | | | - | | | | - | | | | 20,000 | |
Star City Capital, LLC (1) (2) | | | - | | | | - | | | | - | | | | - | | | | 20,000 | | | | - | | | | - | | | | 20,000 | |
Southridge Partners II, LP (1) (2) | | | - | | | | - | | | | - | | | | - | | | | 155,525 | | | | - | | | | - | | | | 155,525 | |
Southridge Partners II, LP (1) (2) | | | - | | | | - | | | | - | | | | - | | | | 45,000 | | | | - | | | | - | | | | 45,000 | |
Southridge Partners II, LP (1) (2) | | | - | | | | - | | | | - | | | | - | | | | 55,300 | | | | - | | | | - | | | | 55,300 | |
Thomas Carluccio, Jr. (2) | | | 5,000 | | | | - | | | | - | | | | 5,000 | | | | - | | | | - | | | | - | | | | - | |
Thomas Carluccio, Jr. (2) | | | 5,000 | | | | - | | | | - | | | | 5,000 | | | | - | | | | - | | | | - | | | | - | |
WHC Capital, LLC (1) (2) | | | - | | | | - | | | | - | | | | - | | | | 24,909 | | | | - | | | | - | | | | 24,909 | |
Southridge Partners II, LP (1) (2) | | | - | | | | - | | | | - | | | | - | | | | 11,375 | | | | - | | | | - | | | | 11,375 | |
Southridge Partners II, LP (2) | | | - | | | | - | | | | - | | | | - | | | | 25,000 | | | | - | | | | - | | | | 25,000 | |
Total | | $ | 1,346,691 | | | $ | (2,805 | ) | | $ | 89,068 | | | $ | 1,432,954 | | | $ | 1,659,744 | | | $ | (59,287 | ) | | $ | 65,534 | | | $ | 1,665,991 | |
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(1) In default. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(2) Convertible. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Notes, convertible notes, and | | | | | | | | | | | | | | | | | | | | | | |
lines of credit payable to related | | | | | | | | | | | | | | | | | | | | | | |
parties, net of discounts |
| | 31-Dec-13 | | | 31-Dec-12 | |
| | | | | | | | | | | Principal, | | | | | | | | | | | | Principal, | |
| | | | | Unamortized | | | Put | | | net of | | | | | | Unamortized | | | Put | | | net of | |
| | Principal | | | Discount | | | Premium | | | Discounts | | | Principal | | | Discount | | | Premium | | | Discounts | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bruce Harmon (1) | | $ | 157,260 | | | $ | - | | | $ | - | | | $ | 157,260 | | | $ | 157,260 | | | $ | - | | | $ | - | | | $ | 157,260 | |
Bruce Harmon (1) | | | 10,000 | | | | - | | | | - | | | | 10,000 | | | | 10,000 | | | | - | | | | - | | | | 10,000 | |
Bruce Harmon (1) | | | 52,010 | | | | - | | | | - | | | | 52,010 | | | | - | | | | - | | | | - | | | | - | |
Bruce Harmon (1) | | | 15,000 | | | | - | | | | - | | | | 15,000 | | | | - | | | | - | | | | - | | | | - | |
Bruce Harmon (1) | | | 15,000 | | | | - | | | | - | | | | 15,000 | | | | - | | | | - | | | | - | | | | - | |
Bruce Harmon (1) | | | 10,138 | | | | - | | | | - | | | | 10,138 | | | | - | | | | - | | | | - | | | | - | |
Sergio Pinon (2) | | | 5,000 | | | | - | | | | - | | | | 5,000 | | | | - | | | | - | | | | - | | | | - | |
Sergio Pinon (2) | | | 5,000 | | | | - | | | | - | | | | 5,000 | | | | - | | | | - | | | | - | | | | - | |
Lakeport Business Services, Inc. (2) | | | 5,000 | | | | - | | | | - | | | | 5,000 | | | | - | | | | - | | | | - | | | | - | |
Lakeport Business Services, Inc. (2) | | | 5,000 | | | | - | | | | - | | | | 5,000 | | | | - | | | | - | | | | - | | | | - | |
Lakeport Business Services, Inc. (2) | | | 45,000 | | | | - | | | | - | | | | 45,000 | | | | - | | | | - | | | | - | | | | - | |
Lakeport Business Services, Inc. (1) | | | 47,235 | | | | - | | | | - | | | | 47,235 | | | | 47,235 | | | | - | | | | - | | | | 47,235 | |
Lakeport Business Services, Inc. - Line of Credit (1) (2) | | | 200,615 | | | | - | | | | - | | | | 200,615 | | | | 213,095 | | | | - | | | | - | | | | 213,095 | |
Total | | $ | 572,258 | | | $ | - | | | $ | - | | | $ | 572,258 | | | $ | 427,590 | | | $ | - | | | $ | - | | | $ | 427,590 | |
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(1) In default. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(2) Convertible. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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On March 12, 2009, the Company secured a note for $50,703 from Premier Bank Lending Center. The note matures on March 12, 2010, bears interest at a rate of 6%, and has monthly interest only payments. On March 12, 2010, Premier Bank Lending Center renewed the note for $50,703 to the Company. The note matures on September 12, 2010, bears interest at a rate of 6.50% and has monthly interest only payments. James E. Pumphrey, a shareholder of the Company, was a guarantor to the financing. On November 30, 2010, Mr. Pumphrey assumed the note with Premier Bank Lending Center and eLayaway.com, Inc. executed a promissory note with Mr. Pumphrey for $50,535. The note matures on May 30, 2011, bears interest at a rate of 12%, and has monthly interest only payments. On June 1, 2011 the Company and Mr. Pumphrey agreed to an extension of the loan which extended the maturity date until November 30, 2011. On November 30, 2011, the promissory note was amended and due to the lack of significant funding, the parties agreed to extend the expiration of the loan to September 30, 2012 and to set up payment terms. The Company will make principal payment starting December 15, 2011 with final payment to be made in September 30, 2012. This amendment was treated as a "Trouble Debt Restructuring" in accordance with FASB ASC 470-60. There is no gain or loss on the restructuring of the payables. The remaining principal balance as of December 31, 2013 was $25,883. This note is in default. |
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On November 2, 2009, the Company secured a note for $15,300 from Lakeport Business Services, Inc. (“Lakeport”), a company owned by Bruce Harmon (“Harmon”), CFO and Chairman of the Company (see Note 10 - Related Parties). The note bears interest at a rate of 12%. The note matured on January 1, 2010. Lakeport has agreed in an addendum to the note to defer interest payments until maturity and extended the maturity date to September 1, 2011. On June 29, 2010, an addendum to the note to add an advance of $5,025 from Lakeport to the Company was added. On October 26, 2011, this balance was converted into Series E preferred stock (see Note 12). |
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On February 10, 2010, the Company entered into a Promissory Note with Hillside Building, LLC, the landlord for the Company’s office space, for $10,000. The amount is related to the required deposit for the office space. The note has a one year term and accrues interest at the rate of 7% per annum. The note was in default as of February 10, 2011. On November 18, 2011, the Company settled the note converting it into common stock of the Company (see Note 12). |
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On April 6, 2010, the Company entered into a Convertible Promissory Note with Gary Kline (“Kline”) for $100,000. The note has a one year term and accrues or pays, at the option of Kline, interest at 12% per annum. The note was transferred to the Parent company after the reverse merger and is convertible at the option of Kline into common stock of the public Parent company at $0.25 per share on or after the maturity date of the loan. On August 9, 2010, the Company executed an addendum to the April 6, 2010 convertible promissory note. The addendum facilitates $65,000 additional working capital for the Company. The addendum also modifies the previous terms and conditions by providing a conversion rate of $0.165 per share. This modification is considered a debt extinguishment for accounting purposes due to the increase of the fair value of the embedded conversion option on the modification date before the change of the conversion rate and after the rate change. All prior debts and related discounts were removed and the Company recorded a new debt of $165,000. The Company recorded $135,000 as a Debt Discount related to the Beneficial Conversion Feature of the new note which is amortized over the remaining term of the one year note and accordingly, five months of interest of $56,250 were recorded as of December 31, 2010 and another $14,063 through February 8, 2011. On February 8, 2011, the Company modified the $165,000 convertible promissory note by decreasing the conversion price to $0.10 from $0.165. This modification qualifies for treatment as a debt extinguishment for financial accounting purposes. Therefore the $69,545 intrinsic value of the beneficial conversion feature of the old debt on the modification date was charged to additional paid-in capital as of the February 8, 2011 modification date and the new loan was recorded as $165,000 with a beneficial conversion value of $165,000 recorded as a debt discount to be amortized over the remaining term of the note. The full $165,000 discount was amortized as of the maturity date of April 5, 2011. Any remaining discount from the old debt totaling $64,687 was removed and the Company recorded a gain on extinguishment of debt of $4,858 at September 30, 2011. From April, 2011 through September, 2011, Kline sold $165,000 of the Convertible Promissory Note to some investors. Each party, simultaneous with their purchase, converted their investment into common stock for a total of 1,650,000 of common stock. Subsequently, Kline invested $165,000 into the Company under separate addendums to the Convertible Promissory Note. The new loans are due on demand. These additional loans are not treated as modifications under accounting standards. The Company also recorded $150,318 of interest expenses related to the beneficial conversion feature of the new notes. In March 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $50,000, and its apportioned accrued interest. The new conversion price is 60% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. On March 29, 2012, Mr. Kline sold $50,000 and its apportioned accrued interest of $6,000 to Southridge Partners II LP. This modification qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $50,000 was removed and the new loan was recorded as $56,000 ($50,000 principal and $6,000 accrued interest) with a stock settled debt premium of $34,000. The Company recorded the $34,000 as interest expense because the loan is due on demand. On September 20, 2012, Kline sold $25,000 to SGI Group, LLC and $30,000 to Star City Capital, LLC. On September 20, 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $55,000. The new conversion price is 60% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. These modifications qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $55,000 was removed and the new loan was recorded as $25,000 and $30,000, respectively with a combined stock settled debt premium of $55,000. The Company recorded the $55,000 as interest expense because the loan is due on demand. On October 22, 2012, Kline sold $50,000 to Southridge. On October 22, 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $50,000. The new conversion price is 50% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. These modifications qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $50,000 was removed and the new loan was recorded as $50,000 with a stock settled debt premium of $50,000. The Company recorded the $50,000 as interest expense because the loan is due on demand. On October 22, 2012, Kline sold $30,000 to Star City. On October 22, 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $30,000. The new conversion price is 50% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. These modifications qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $30,000 was removed and the new loan was recorded as $30,000 with a stock settled debt premium of $30,000. The Company recorded the $30,000 as interest expense because the loan is due on demand. On October 22, 2012, Kline sold $5,000 to SGI Group. On October 22, 2012, the Company amended the Convertible Promissory Note to change the conversion price from $0.10 for $5,000. The new conversion price is 50% of the lowest conversion bid price of the Company’s common stock during the five days immediately preceding a conversion. These modifications qualifies for treatment as a debt extinguishment for financial accounting purposes therefore the old debt of $5,000 was removed and the new loan was recorded as $5,000 with a stock settled debt premium of $5,000. The Company recorded the $5,000 as interest expense because the loan is due on demand. |
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On June 18, 2010, the Company issued a promissory note in exchange for cash for $20,000 from Ventana Capital Partners, Inc. (“Ventana”), a related party that was under contract to assist the Company in its reverse merger, investor and public relations, and other pertinent roles. Additionally, the contract obligated Ventana to raise an initial $1,500,000. Ventana, due to its ownership, is a principal stockholder of the Company. The note bears interest at a rate of 1% per month. The note matures after an additional $100,000 in funding is raised. Ventana, and its principal, Ralph Amato, required that Douglas Salie, the former CEO and Chairman of the Company, use 500,000 of his personal restricted common stock in the Company as collateral at a conversion rate of $0.04 per share. In August 2010 this note was amended to increase the funding amount required for repayments to $200,000 from $100,000. This note is in default. |
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On July 6, 2010, the Company issued a Convertible Promissory Note with Dr. Robert Salie (“Dr. Salie”), the father of the Company’s former CEO, for $25,000. The principal is due in one year or upon the receipt of $150,000 in common stock sales, whichever comes first. Interest accrues at the rate of 12%. The note is convertible at the option of Dr. Salie into common stock at $0.25 per share on or after the maturity date of the loan. The Company recorded $13,340 as a Debt Discount relating to the Beneficial Conversion Feature and $11,660 as a Debt Discount related to the 50,000 warrants and an exercise price of $.25 per share that were issued as a loan fee with this debt. The Company amortized $12,500 to interest expense through December 31, 2010 based on the one year term of the note. On October 29, 2010, as a condition of the Revolving Credit Agreement with Dr. Salie and due to the lack of performance of the Company to date, the conversion price of this note was modified to be the 10 day volume weighted average price (“VWAP”) of the Company as of January 10, 2011 or $0.10, whichever is greater. On January 10, 2011, the conversion rate was, based on the formula, set at $0.10. This modification did not qualify as a debt extinguishment. The Company recorded additional debt discount of $2,245 which represents the increase in fair value of the embedded conversion option resulting from the modification. On February 12, 2011, this Note was purchased by a third party. Simultaneous with the acquisition of the Note, this Note was converted to 250,000 shares of common stock (see Note 12). Upon conversion of the note, the Company amortized the debt discount of $2,245 to interest expense. |
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On September 22, 2010, the Company issued a Promissory Note with the Salie Family Limited Partnership, which is controlled by Dr. Salie, for $50,000. The principal is due in one year or upon the receipt by the Company of $450,000 in common stock sales, whichever comes first. Interest accrues at the rate of 12%. As a condition of the financing, the Company issued 100,000 warrants in 2010 and, 25,000, 25,000, 25,000, 75,000, and 100,000 warrants in 2011 for common stock at the exercise price of $0.33, $0.25, $0.11, $0.11, $0.07, and $0.07 per share, respectively. The warrants have a five year life. The Company recorded $18,394 in 2010 and $23,500 in 2011 for the relative fair value of the warrants as a Debt Discount which was to be amortized over the term of the one year note. The values in 2011 were based upon Black-Scholes computations with the following ranges of assumptions: Volatility 135% to 143%, interest rate 0.445% to 0.86%, expected term of 5 years and stock prices from $0.06 to $$0.13. On October 29, 2010, as a condition of the Revolving Credit Agreement with Dr. Salie and due to the lack of performance by the Company, this note was amended to add a conversion feature at a price based on the 10 day VWAP of the Company as of January 10, 2011 or $0.10, whichever is greater. On January 10, 2011, the conversion rate was, based on the formula, set at $0.10. The modification of the note qualified as a debt extinguishment for accounting purposes due to the addition of the conversion feature and accordingly all remaining warrant debt discount on the modification date was expensed. This note is in default. In January 2013, Dr. Salie filed a lawsuit regarding this note (see Note 10). On August 30, 2013, a judgment was awarded to Dr. Salie. |
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On October 29, 2010, the Company executed a Revolving Credit Agreement ("LOC") with Dr. Salie in the amount of $250,000. This LOC was increased to $500,000 on February 9, 2011. The agreement, as extended in November 2011, expires on October 28, 2012 and bears interest at the rate of 12% which accrues until maturity. As of December 31, 2013, the balance was $400,000. This LOC contains a conversion provision whereby the conversion price is $0.10 which was set on January 10, 2011. At that date the exercise price exceeded the quoted stock price and therefore there was no beneficial conversion value to record. On September 12, 2011, a portion of this LOC, $150,000, was purchased by a third party. Simultaneous with the acquisition of this portion of the LOC, that portion was converted to 1,500,000 shares of common stock (see Note 11 and 12). Dr. Salie loaned another $150,000 under the LOC in September 2011. The Company recorded $60,000 as a debt discount related to the beneficial conversion feature of the additional $150,000, which is amortized over the remaining term of the LOC. The Company recorded $95,995 of interest expense as of December 31, 2013. For reporting purposes, this note is reported as a related party due to the former officer and director, Douglas Salie, the son of Dr. Salie, controlling in excess of 10% of the voting stock. This note was in default. In January 2013, Dr. Salie filed a lawsuit regarding this note (see Note 10). On August 30, 2013, a judgment was awarded to Dr. Salie. |
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On December 27, 2010, the Company executed a Revolving Credit Agreement ("LOC") with Lakeport in the amount of $100,000. The agreement expires on September 30, 2012 and bears interest at the rate of 12% which accrues until maturity. As of December 31, 2012 and December 31, 2012, the balance was $200,615 and $213,095, respectively. On October 26, 2011, $25,000 of this balance was converted into Series E preferred stock (see Note 12). This LOC contained a contingent conversion provision whereby the conversion price will be determined at an undetermined future date and at that time the LOC will become convertible. On June 7, 2012, a conversion price of $0.015 was established which was the current trading price of the Company’s stock. On October 5, 2012, the conversion price was modified to be the lesser of $0.015 or the five day VWAP. Additionally, the credit line was increased to $300,000. The modification of the LOC qualified as a debt extinguishment for accounting purposes. However, the conversion price equals the fair value of common stock at June 7, 2012, therefore the Company did not record any discount related to beneficial conversion feature. This note is in default. On October 5, 2012, the Company agreed, due to the LOC being in default, with Lakeport to amend the conversion feature to be the lesser of $0.015 or the five day VWAP. On December 20, 2013, ASC Recap was issued 39,000,000 shares of common stock in exchange for its partial purchase of $12,480 of the LOC (see Notes 10 and 12). As of December 31, 2013, the balance is $200,615. |
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On June 29, 2011, the Company executed a Revolving Credit Agreement ("LOC") with Transfer Online, Inc. (“TOL”) in the amount of $500,000. The agreement expires on December 29, 2011 and bears interest at the rate of 12% which accrues until maturity. As of September 30, 2011, the balance was $300,000. This LOC contains a conversion provision whereby the conversion price is $0.10. The Company recorded $210,000 as a Debt Discount related to the Beneficial Conversion Feature of the note. On August 17, 2011, the Company repaid $150,000 of the note. The Company amortized 1.5 months of the debt discount of $52,500 to interest expense, half of the remaining discount or $78,750 was removed from the books and the $90,000 intrinsic value of the $150,000 portion of the loan paid was charged to additional paid-in capital. The Company recognized a gain on the extinguishment of debt of $11,250. On October 26, 2011, the Company executed an addendum modifying the conversion feature to the lesser of $0.09 or 70% of the closing price prior to conversion. As the October 26, 2011 modification caused the embedded conversion option to be treated as a bifurcated derivatives, this modification is not considered a debt extinguishment for accounting purposes. Accordingly the $108,695 fair value of the embedded conversion option on the modification date was recorded as additional effective interest to debt discount and as a derivative liability. The derivative liability was adjusted to $64,286 as of September 30, 2012. All discounts were amortized to interest expense as of the debt maturity date of December 29, 2011. This note is in default. Transfer Online, Inc. is owned by Lori Livingston, the former CTO of the Company. On September 24, 2012, the Company modified the terms of the new note. It is convertible at any time into the Company’s common stock at a 50% discount to the future stock price, as defined in the amended note. On September 24, 2012, TOL sold $55,000 of this note to Southridge. On December 4, 2012, TOL sold $25,000 of this note to Marina Development, LLC. On November 20, 2012, TOL sold $6,800 principal and $8,619 accrued interest of this note to SGI Group, LLC. On December 13, 2012, TOL sold $35,000 of this note to WHC Capital, LLC. On December 28, 2012, TOL sold $45,000 of this note to Southridge. As of December 28, 2012, this note was completely purchased and assigned to third parties. |
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On October 26, 2011, the Company entered into a six month convertible note with Evolution Capital, LLC (“Evolution”), in the amount of $50,000. The interest, which accrues, is at a rate of 12% per annum. The conversion feature is the lesser of $18.00 or 70% of the closing price prior to conversion. There was a $5,000 fee to the lender for legal expenses and related expenses for the closing of the note which was recorded as debt discounts and is being amortized over the debt term. Evolution was issued 278 shares of restricted common stock in lieu of the fees. The shares were issued using the closing price of the previous day of $18.00. The convertible note contains an embedded derivative to be bifurcated from the note and reported as a liability at fair value (see Note 8). On August 27, 2012, Evolution converted $25,000 of this note into 16,234 shares of common stock at the discounted rate of $1.54 whereas the closing price on the previous day was $2.20. The Company recognized a loss on conversion of $10,714. In 2012, the ownership of the note was assigned to Buko-Evolution, LLC. On May 17, 2013, Buko-Evolution, LLC converted $10,000 into 938,287 shares of common stock (see Note 12) at a conversion rate of $0.01. A loss of $88,829 was recognized. As of December 31, 2013, this note is in default and has a balance of $11,500. |
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On December 12, 2011, the Company entered into a six month convertible note with Equity Trust Company Custodian FBO Curt Hansen beneficiary DCD Ann Hansen IRA (“Hansen”), in the amount of $100,000. The interest, which accrues, is at a rate of 12% per annum. The conversion feature is the lesser of $0.07 or 70% of the closing price prior to conversion. There was a $10,000 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue cost to be amortized over the debt term. Evolution was issued 111,112 shares of restricted common stock in lieu of the fees. The shares were issued using the closing price of the previous day of $0.07. The convertible note contains an embedded derivative to be bifurcated from the note and reported as a liability at fair value (see Note 8). This note is in default. On October 4, 2013, Hansen converted $1,500 into 1,004,689 shares of common stock based on a conversion price of $0.00149. A loss on conversion of $1,098 was recorded. |
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On January 30, 2012, the Company entered into a six month convertible note with KAJ Capital, LLC (“KAJ”), in the amount of $25,000. The interest, which accrues, is at a rate of 12% per annum. The conversion feature is the lesser of $0.036 or 70% of the closing price prior to conversion. There was a $2,500 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue costs to be amortized over the debt term. The third party was issued 69,444 shares of restricted common stock in lieu of the fees. The shares were issued using the average of the closing price of the previous two days of $0.03 and $0.042. On March 28, 2013, KAJ converted $15,000 of the note into 535,715 shares of common stock (see Note 8) at a 30% discount, $0.028, at a loss on conversion of $92,143. The convertible note contains an embedded derivative to be bifurcated from the note and reported as a liability at fair value (see Note 8). This note is in default as of December 31, 2013. On March 6, 2014, KAJ sold the remaining principal balance of $10,000 and accrued interest of $8,200 to Southridge for $18,200 which converted the entire balance into 185,750,000 shares of common stock (see Note 15). |
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On March 28, 2012, the Company entered into a convertible promissory note with Kline in the amount of $56,000. The note is due on September 28, 2012. The interest, which accrues, is a rate 12% per annum, and is convertible. The note is convertible at the option of the holder at $0.015 per share on or the later of the maturity date and the date of payment of the default amount. The Company recorded $56,000 as debt discount; $50,000 is related to the Beneficial Conversion Feature of the loan and $6,000 related to the loan fee. |
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On March 30, 2012, the Company entered into a convertible promissory note with Southridge in the amount of $25,000, in exchange for legal services in regards to the Equity Purchase Agreement (see Note 7 and 12). The note was due on April 1, 2013 and can be converted at the option of the holder at any time after six months from the date of the note. The interest, which accrues, is at a rate of 8% per annum, and is convertible. The conversion feature is at the current market price, defined as the average of the two lowest closing bid prices, with a 30% discount. The note is considered a stock settlement debt since any future stock issued upon conversion will have a fair market value of $35,714. The Company therefore accreted a premium of $10,714 into interest expense over the six months to the first conversion date of the note. On February 26, 2013, Southridge sold the note principal of $25,000 to Momoma Capital, LLC (“Momoma Capital”). |
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On September 4, 2012, the Company entered into a note with Lakeport in the amount of $47,235. The note matured on October 1, 2012 and accrues interest at the rate of 12% per annum. This note is in default. |
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On September 28, 2012, the Company entered into a note with Kline in the amount of $55,000. The note matured on October 10, 2012 and accrues interest at the rate of 12% per annum. This note is in default. |
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On September 28, 2012, the Company entered into a note with TOL in the amount of $55,000. The note matured on October 10, 2012 and accrues interest at the rate of 12% per annum. This note is in default. |
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On September 30, 2012, the Company entered into a note with Susan Jones, a former officer of the Company. The Company had accrued compensation of $58,333 which was converted into a note payable. The note matured on October 15, 2012 and accrued interest at the rate of 2% per annum. This note is in default. |
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On September 30, 2012, the Company entered into a note with Harmon, an officer of the Company. As part of an agreement whereas Harmon provided his personal guarantee to a liability of the Company, the Company purchased back 2,060,276 shares of Series E preferred stock (see Note 12) for the original conversion value of $157,260 and converted the liability into a note which matures on October 15, 2012 and accrues interest at the rate of 2% per annum. The Company recognized compensation expense of $150,461 in this transaction as the shares were valued at $6,799. This note is in default. |
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On October 23, 2012, the Company entered into a note with Kline for $75,000. The note has an interest rate of 12% and matured on October 31, 2012. This note is in default. |
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On October 24, 2012, the Company entered into a convertible note with Asher in the amount of $37,500. The note matures on July 26, 2013 and may be converted at any time after 180 days from the date of the note. The interest, which accrues, is at a rate of 8% per annum. The conversion feature is at the average of the lowest three days trading price for the Company’s common stock during the ten trading day period ending on the day prior to conversion, less a discount of 42%. There was a $2,500 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue costs to be amortized over the debt term. The note is considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $64,655. The Company therefore is accreting a premium of $27,155 into interest expense over the 180 day period to the first conversion date of the note. On May 1, 2013, Asher converted $5,800 into 483,334 shares of common stock (see Note 12) at a conversion rate of $0.012. A loss of $52,703 was recognized. On October 9, 2013, Asher converted $1,000 into 1,000,000 shares of common stock (see Note 12) at a conversion rate of $0.001. A loss of $1,400 was recognized. On October 28, 2013, Asher converted $2,300 into 4,791,667 shares of common stock (see Note 12) at a conversion rate of $.00048. A loss of $2,492 was recognized. On October 30, 2013, Asher converted $2,300 into 4,791,667 shares of common stock (see Note 12) at a conversion rate of $0.00048. A loss of $2,013 was recognized. On November 8, 2013, Asher converted $1,695 into 4,842,857 shares of common stock (see Note 12) at a conversion rate of $0.00035. A loss of $1,695 was recognized. On November 13, 2013, Asher converted $3,150 into 10,862,069 shares of common stock (see Note 12) at a conversion rate of $0.00029. A loss of $4,453 was recognized. On November 18, 2013, Asher converted $2,925 into 10,833,333 shares of common stock (see Note 12) at a conversion rate of $0.00027. A loss of $5,742 was recognized. On November 20, 2013, Asher converted $2,925 into 10,833,333 shares of common stock (see Note 12) at a conversion rate of $0.00027. A loss of $3,575 was recognized. On November 18, 2013, Asher converted $2,925 into 10,833,333 shares of common stock (see Note 12) at a conversion rate of $0.00027. A loss of $20,908 was recognized. On November 18, 2013, Asher converted $2,925 into 10,833,333 shares of common stock (see Note 12) at a conversion rate of $0.00027. A loss of $20,908 was recognized. On December 2, 2013, Asher converted $8,060 into 21,783,784 shares of common stock (see Note 12) at a conversion rate of $0.00037. A loss of $7,189 was recognized. As of December 31, 2013, the note has a principal balance of $650. |
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On November 8, 2012, Southridge purchased $50,000 of the Evolution note dated December 1, 2011. On December 5, 2012, Southridge converted $19,300 of the note into 32,166,667 shares of common stock (see Note 12) at a 50% discount, $0.0006, at a loss on conversion of $12,867 on the conversion. On December 11, 2012, Southridge converted $19,325 of the note into 32,208,333 shares of common stock (see Note 12) at a 50% discount, $0.0006, at a loss on conversion of $12,883 on the conversion. On January 3, 2013, under the reset clause of the note, Southridge was issued an additional 18,958,333 shares of common stock (see Note 12) at a loss of $18,958. The balance as of December 31, 2013 is $11,375. On January 3, 2013, Southridge converted $11,375 of the note into 18,958,333 shares of common stock (see Note 12) at a 50% discount, $0.0006. A loss on conversion of $15,167 was recognized. On January 9, 2013, under the reset clause of the note, Southridge was issued an additional 3,791,800 shares of common stock (see Note 12) at a loss of $3,792. The note was fully converted as of December 31, 2013. |
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On November 13, 2012, the Company entered into a note with Evolution for $75,000. The note has an interest rate of 12% and matured on November 23, 2012. This note is in default. |
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On November 15, 2012, the Company entered into a note with Harmon for $10,000 related to accrued payroll. The note has an interest rate of 12% and matured on November 25, 2012. This note is in default. |
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On November 20, 2012, SGI Group purchased $15,419 of the TOL note dated June 28, 2011. On December 12, 2012, SGI Group converted $9,000 of principal and $68 of accrued interest of the note into 15,113,467 shares of common stock (see Note 12) at a 50% discount, $0.0006, at a loss on conversion of $6,045 on the conversion. On February 7, 2013, SGI Group converted $6,419 of principal and $169 of accrued interest of the note into 26,351,200 shares of common stock (see Note 12) at a 50% discount, $0.00025, at a loss on conversion of $19,763. The balance as of December 31, 2013 was $0. |
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On November 20, 2012, Sazer purchased $8,500 of the Kline note dated April 6, 2010. On November 23, 2012, Sazer converted $3,250 of principal and $4 of accrued interest of the note into 9,297,943 shares of common stock (see Note 12) at a 50% discount, $0.00035, at a loss on conversion of $6,044 on the conversion. On February 11, 2013, Sazer converted $5,250 of principal and $145 of accrued interest of the note into 10,790,800 shares of common stock (see Note 12) at a 50% discount, $0.00025, at a loss on conversion of $5,395. As of December 13, 2012, the balance of the note was $0. |
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On November 26, 2012, the Company entered into a note with Kline for $23,500. The note has an interest rate of 12% and matured on November 30, 2012. This note is in default. |
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On November 26, 2012, the Company entered into a note with TOL for $15,400. The note has an interest rate of 12% and matured on December 3, 2012. This note is in default. |
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On November 30, 2012, Southridge purchased and was assigned $60,126, $35,126, and $60,273 of principal and accrued interest from the Benchmark note dated October 26, 2011, the Evolution note dated October 26, 2011, and the Evolution note dated December 1, 2011, respectively, for a total of $155,525. On January 3, 2013, Southridge converted $22,750 of the principal into 37,916,667 shares of common stock at a conversion rate of $0.006 (see Note 12). A loss on conversion of $15,167 was recognized. On January 28, 2013, under the reset clause of the note, Southridge was issued an additional 25,917 shares of common stock (see Note 12) at a loss of $5,183. On February 20, 2013, Southridge converted $20,255 of the principal into 405,042 shares of common stock (see Note 12) at a 50% discount, $0.05. A loss on conversion of $60,753 was recognized. On February 27, 2013, under the reset clause of the note, Southridge was issued an additional 101,275 shares of common stock (see Note 12) at a loss of $60,753. On February 27, 2013, Southridge converted $12,150 of the principal into 303,750 shares of common stock (see Note 12) at a 50% discount, $0.40. A loss on conversion of $48,600 was recognized. On March 12, 2013, Southridge converted $24,430 of the principal into 610,750 shares of common stock (see Note 12) at a 50% discount, $0.40. A loss on conversion of $97,720 was recognized. On March 18, 2013, under the reset clause of the note, Southridge was issued an additional 203,584 shares of common stock (see Note 12) at a loss of $40,717. On March 18, 2013, Southridge converted $12,990 of the principal into 433,000 shares of common stock (see Note 12) at a 50% discount, $0.03. A loss on conversion of $73,610 was recognized. On March 22, 2013, Southridge converted $19,100 of the principal into 636,667 shares of common stock (see Note 12) at a 50% discount, $0.03. A loss on conversion of $108,233 was recognized. On April 1, 2013, Southridge converted $13,010 of the principal into 650,500 shares of common stock (see Note 12) at a 50% discount, $0.02. A loss on conversion of $58,545 was recognized. On April 1, 2013, under the reset clause of the note, Southridge was issued an additional 318,334 shares of common stock (see Note 12) at a loss of $63,667. On April 10, 2013, Southridge converted $9,440 of the principal into 944,000 shares of common stock (see Note 12) at a 50% discount, $0.01. A loss on conversion of $89,680 was recognized. On April 15, 2013, Southridge converted $11,125 of the principal into 222,500,000 shares of common stock (see Note 12) at a 50% discount, $0.01. A loss on conversion of $105,688 was recognized. On April 22, 2013, Southridge converted $9,975 of the principal into 997,500 shares of common stock (see Note 12) at a 50% discount, $0.01. A loss on conversion of $94,763 was recognized. As of December 31, 2013, the principal balance of the note was $0. |
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On December 4, 2012, Southridge purchased $55,300 of the Reserve note. On February 11, 2013, Southridge converted $14,400 of the note into 81,008,219 shares of common stock (see Note 12) at a 50% discount, $0.00025. A loss on conversion of $66,608 was recognized. On October 3, 2013, Southridge converted $1,585 of principal and $52 of accrued interest of the note into 2,406,639 shares of common stock (see Note 12). On October 11, 2013, Southridge converted $1,563 of principal and $73 of accrued interest of the note into 2,405,268 shares of common stock (see Note 12). On October 28, 2013 converted $6,530 of principal and $53 of accrued interest of the note into 13,714,282 shares of common stock (see Note 12). On October 25, 2013, Southridge converted $3,805 of principal and $38 of accrued interest of the note into 13,724,384 shares of common stock (see Note 12). On November 1, 2013, Southridge converted $3,265 of the note into 13,725,295 shares of common stock (see Note 12) at a 50% discount, $0.00024. A loss on conversion of $4,941 was recognized. On November 12, 2013, Southridge converted $2,710 of the note into 13,719,376 shares of common stock (see Note 12) at a 50% discount, $0.0002. A loss on conversion of $4,116 was recognized. On November 20, 2013, Southridge converted $2,180 of the note into 13,734,430 shares of common stock (see Note 12) at a 50% discount, $0.00016. A loss on conversion of $6,043 was recognized. On November 22, 2013, Southridge converted $2,192 of the note into 13,718,399 shares of common stock (see Note 12) at a 50% discount, $0.00016. A loss on conversion of $19,755 was recognized. On November 25, 2013, Southridge converted $2,285 of the note into 14,295,336 shares of common stock (see Note 12) at a 50% discount, $0.00016. A loss on conversion of $29,162 was recognized. As of December 31, 2013, the balance of the note was $0. |
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On December 4, 2012, Marina $25,000 of the TOL note dated June 28, 2011. On December 11, 2012, Marina converted $5,650 principal and $13 of accrued interest of the note into 9,438,367 shares of common stock (see Note 12) at a 50% discount, $0.0006, at a loss on conversion of $3,775. On January 23, 2013, Marina converted $15,000 principal and $247 of accrued interest of the note into 152,466 shares of common stock (see Note 12) at a 50% discount, $0.10, at a loss on conversion of $15,247. On February 12, 2013, Marina converted $4,350 principal and $100 of accrued interest of the note into 89,003 shares of common stock (see Note 12) at a 50% discount, $0.05, at a loss on conversion of $13,350. As of December 31, 2013, the note had a balance of $0. |
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On December 7, 2012, the Company entered into a note with TOL for $25,000. The note has an interest rate of 12% and matured on December 14, 2012. This note is in default. |
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On December 13, 2012, WHC purchased $35,000 of the TOL note. On December 27, 2012, WHC converted $10,091 of the note into 89,144 shares of common stock (see Note 12) at a 50% discount, $0.114, at a loss on conversion of $7,738. On January 10, 2013, WHC converted $10,536 of the principal and $315 of accrued interest of the note into 101,795 shares of common stock (see Note 12) at a 50% discount, $0.106, at a loss on conversion of $9,508. On January 18, 2013, WHC converted $10,700 of the note into 107,000 shares of common stock (see Note 12) at a 50% discount, $0.05, at a loss on conversion of $10,700. On February 5, 2013, WHC converted $3,673 of the note into 55,098 shares of common stock (see Note 8) at a 50% discount, $0.0666, at a loss on conversion of $7,346. As of December 31, 2013, the note had a balance of $0. |
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On December 14, 2012, the Company entered into a note with TOL for $35,000. The note has an interest rate of 12% and matured on December 18, 2012. This note is in default. |
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On December 21, 2012, the Company entered into a convertible note with Asher in the amount of $53,000. The note matures on September 26, 2013 and may be converted at any time after 180 days from the date of the note. The interest, which accrues, is at a rate of 8% per annum. The conversion feature is at the average of the lowest three days trading price for the Company’s common stock during the ten trading day period ending on the day prior to conversion, less a discount of 42%. There was a $3,000 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue costs to be amortized over the debt term. The note is considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $91,379. The Company therefore is accreting a premium of $38,379 into interest expense over the 180 day period to the first conversion date of the note. The funding of the note was on January 2, 2013 therefore the $50,000 was recorded as a receivable (see Note 12). On December 5, 2013, Asher converted $3,150 into 9,000,000 shares of common stock (see Note 12) at a conversion rate of $0.00035. A loss of $3,150 was recognized. On December 16, 2013, Asher converted $5,000 into 21,739,130 shares of common stock at a conversion price of $0.00023. A loss on conversion of $8,043 was recognized. On December 19, 2013, Asher converted $5,000 into 21,739,130 shares of common stock at a conversion price of $0.00023. A loss on conversion of $1,522 was recognized. On January 2, 2014, Asher converted $5,000 into 21,739,130 shares of common stock at a conversion price of $0.00023 (see Note 15). A loss on conversion of $3,696 will be recognized. On January 10, 2014, Asher converted $5,640 into 47,000,000 shares of common stock at a conversion price of $0.00012 (see Note 15). A loss on conversion of $8,460 will be recognized. On January 22, 2014, Asher converted $5,175 into 51,750,000 shares of common stock at a conversion price of $0.0001 (see Note 15). A loss on conversion of $10,350 will be recognized. On January 28, 2014, Asher converted $5,175 into 51,750,000 shares of common stock at a conversion price of $0.0001 (see Note 15). A loss on conversion of $10,350 will be recognized. On January 30, 2014, Asher converted $5,175 into 51,750,000 shares of common stock at a conversion price of $0.0001 (see Note 15). A loss on conversion of $10,350 will be recognized. On February 7, 2014, Asher converted $3,105 into 51,750,000 shares of common stock at a conversion price of $0.00006 (see Note 15). A loss on conversion of $2,070 will be recognized. On February 11, 2014, Asher converted $3.105 into 51.750.000 shares of common stock at a conversion price of $0.00006 (see Note 15). A loss on conversion of $7,245 will be recognized. On February 14, 2014, Asher converted $1,265 of principal and accrued interest of $2,120 into 56,416,667 shares of common stock at a conversion price of $0.00006 (see Note 15). A loss on conversion of $2,257 will be recognized. As of December 31, 2013, the balance was $39,850. |
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On December 28, 2012, Southridge purchased $45,000 of the TOL note dated June 28, 2011. On January 28, 2013, Southridge converted $28,100 of the note into 62,444,444 shares of common stock (see Note 12) at a 50% discount, $0.09. A loss on conversion of $34,344 was recognized. On February 5, 2013, Southridge converted $7,650 of the note into 127,500 shares of common stock (see Note 12) at a 50% discount, $0.06. A loss on conversion of $17,850 was recognized. On February 6, 2013, Southridge converted $5,750 of the note into 115,000 shares of common stock (see Note 12) at a 50% discount, $0.05. A loss on conversion of $17,250 was recognized. On March 5, 2013, Southridge converted $20,375 of the note into 509,375 shares of common stock (see Note 12) at a 50% discount, $0.04. A loss on conversion of $81,500 was recognized. On May 4, 2013, Southridge converted $8,525 of the note into 852,500 shares of common stock (see Note 12) at a 50% discount, $0.01. A loss on conversion of $80,988 was recognized. The principal balance of the note as of December 31, 2013 was $0. |
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On December 31, 2012, the Company entered into a note with TOL for $45,000. The note has an interest rate of 12% and matured on January 7, 2013. The note was in default after the date of this Report. |
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On January 21, 2013, the Company entered into a note with Harmon for $52,010. The note has an interest rate of 12% and matured on January 24, 2013. The note was in default as of date of this Report. |
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On January 30, 2013, the Company entered into a note with Evolution for $22,750. The note has an interest rate of 12% and matured on February 7, 2013. The note was in default as of the date of this Report. |
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On January 31, 2013, the Company entered into a convertible note with Asher in the amount of $32,500. The note matured on November 4, 2013 and may be converted at any time after 180 days from the date of the note. The interest, which accrues, is at a rate of 8% per annum. The conversion feature is at the average of the lowest three days trading price for the Company’s common stock during the ten trading day period ending on the day prior to conversion, less a discount of 42%. There was a $2,500 fee to a third party for legal expenses and related expenses for the closing of the note which was recorded as debt issue costs to be amortized over the debt term. The note is considered a stock settled debt since any future stock issued upon conversion will have a fair market value of $56,034. The Company therefore is accreting a premium of $23,534 into interest expense over the 180 day period to the first conversion date of the note. On February 20, 2014, Asher converted $9,100 into 113,750,000 shares of common stock at a conversion price of $0.00008 (see Note 15). A loss on conversion of $13,650 will be recognized. On February 24, 2014, Asher converted $13,700 into 114,166,667 shares of common stock at a conversion price of $0.00012 (see Note 15). A loss on conversion of $9,133 will be recognized. On February 27, 2014, Asher converted $9,700 of principal and accrued interest of $1,300 into 91,666,667 shares of common stock at a conversion price of $0.00012 (see Note 15). A loss on conversion of $16,500 will be recognized. |
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On February 15, 2013, the Company entered into a note with Harmon for $15,000 in regards to accrued compensation from January 1, 2013 through February 15, 2013. The note has an interest rate of 12% and matured on February 25, 2013. The note was in default as of the date of this Report. |
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On February 26, 2013, Momoma Capital purchased from Southridge a note dated March 30, 2012 for $25,000. On February 26, 2013, Momoma Capital converted $13,100 of the principal and $1,825 of accrued interest of the note into 213,210 shares of common stock (see Note 12) at a 50% discount, $0.07, at a loss on conversion of $27,717. On April 3, 2013, Momoma Capital converted $11,900 of the principal and $1,658 of accrued interest of the note into 484,209 shares of common stock (see Note 12) at a 50% discount, $0.028, at a loss of $41,642. As of December 31, 2013, the balance of the note was $0. |
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On February 27, 2013, the Company entered into a note with Evolution for $20,255. The note has an interest rate of 12% and matured on March 1, 2013. The note is in default. |
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On March 11, 2013, the Company entered into a note with Evolution for $36,580. The note has an interest rate of 12% and matured on March 15, 2013. The note is in default. |
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On March 22, 2013, the Company entered into a note with Evolution for $19,100. The note has an interest rate of 12% and matured on March 25, 2013. The note is in default. |
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On March 28, 2013, the Company entered into a note with Evolution for $62,650. The note has an interest rate of 12% and matured on April 1, 2013. The note is in default. |
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On March 31, 2013, the Company entered into a note with Harmon for $15,000 in regards to accrued compensation from February 16, 2013 – March 31, 2013. The note has an interest rate of 12% and matured on April 10, 2013. The note is in default. |
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On April 1, 2013, the Company entered into a note with Harmon for $10,138 in regards to accounts payable due to Harmon as of April 1, 2013. The note has an interest rate of 12% and matured on April 10, 2013. The note is in default. |
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On November 14, 2013, the Company entered into a consulting agreement with Lakeport for one year to provide accounting and administrative services including the preparation of SEC filings. The agreement provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. A note will be prepared on the first day of each month for that month’s service. For November 2013, the note was dated November 14, 2013. Each note bears interest of 12% per annum and has a term of two months. Each note is convertible at the lesser of the closing price of the common stock at the day prior to the note less 50% or at the average of the lowest three trading prices for the common stock during the period sixty days prior to conversion. On November 14, 2013, the Company issued a note for $5,000. See Note 15. |
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On November 14, 2013, the Company entered into a consulting agreement with Thomas Carluccio, Jr. for one year to marketing, operations and administrative services. The agreement provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. A note will be prepared on the first day of each month for that month’s service. For November 2013, the note was dated November 14, 2013. The note bears interest of 12% per annum and each note will have a term of two months. The notes are convertible at the lesser of the closing price of the common stock at the day prior to the note less 50% or at the average of the lowest three trading prices for the common stock during the period sixty days prior to conversion. On November 14, 2013, the Company issued a note to Thomas Carluccio, Jr. for $5,000. See Note 15. |
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On November 14, 2013, the Company entered into an addendum to Sergio Pinon’s employment agreement for a one year period to provide management, operations, marketing and administrative services in lieu of employee compensation as previously agreed to in the employment agreement. Mr. Pinon has received common stock of the Company for a majority of 2013 while serving as chief executive officer, interim chief financial officer, and director. The addendum provides for compensation, in the form of a convertible note, in the amount of $5,000 per month. A note will be prepared on the first day of each month for that month’s service. For November 2013, the note was be dated November 14, 2013. Each note will bear interest of 12% per annum and each note will have a term of two months. Each note is convertible at the lesser of the closing price of the common stock at the day prior to the note less 50% or at the average of the lowest three trading prices for the common stock during the period sixty days prior to conversion. On November 14, 2013, the Company issued a note for $5,000. See Notes 11 and 15. |
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On December 1, 2013, the Company issued its monthly note to Lakeport for $5,000 under the same contractual terms. See disclosure on November 14, 2013 and Note 15. |
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On December 1, 2013, the Company issued its monthly note to Thomas Carluccio, Jr. for $5,000 under the same contractual terms. See disclosure on November 14, 2013 and Note 15. |
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On December 1, 2013, the Company issued its monthly note to Sergio Pinon for $5,000 under the same contractual terms. See disclosure on November 14, 2013 and Note 15. |
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On December 17, 2013, the Company entered into a note with Lakeport for $45,000. The note will bear interest of 12% per annum and each note will have a term of two months. The notes are convertible at the lesser of the closing price of the common stock at the day prior to the note less 50% or at the average of the lowest three trading prices for the common stock during the period of the inception of the note until conversion. |