| Notes payable | Note 7 Notes Payable Promissory Notes
5BARz International, Inc. Unpaid Note Unpaid Balance Balance
December 17, 2012 80,000 (a) 16,219 96,219 93,045
January 8, 2013 51,322 (b) 51,322 96,313
August 21, 2014 (c) 184,667
October 6, 2014 250,000 (d) 1,863 251,863 250,623
March 3, 2015 175,000 (e) 36,750 211,750
March 6, 2015 400,000 (f) 38,644 438,644
May 4, 2015 100,000 (g) 16,600 116,600
May 21, 2015 100,000 (h) 11,447 111,447
May 26, 2015 100,000 (i) 100,000
June 2, 2015 100,000 (j) 100,000
June 15, 2015 102,500 (k) 22,500 125,000
June 17, 2015 50,000 (l) 2,728 52,728
June 18, 2015 100,000 (m) 5,345 105,345
June 18, 2015 50,000 (n) 2,710 52,710
June 26, 2015 104,500 (o) 5,645 110,145
Notes payable 5BARz International Inc. $ 1,763,322 $ 160,450 $ 1,923,772 $ 624,648
CelLynx Group Inc. Unpaid Note Unpaid Balance Balance
May 24, 2012 15,900 (p) 25,410 41,310 37,148
September 12, 2012 12,500 (q) 17,167 29,667 26,676
CelLynx Group, Inc. $ 28,400 $ 42,577 $ 70,977 $ 63,824
Sub-Total $ 1,791,722 $ 203,027 $ 1,994,749 $ 688,472
Debt Discount (1,134,544) 407,986
Total, net of debt discount $ 1,139,029 $ 117,262 $ 860,205 $ 280,486 a)
In December 2012, a shareholder purchased 1,600,000 common shares
for $80,000. On January 17, 2013, the security was amended to a convertible debenture with an 8% per annum yield and may be converted
into common stock, at the option of the holder, 90 days after the inception of the agreement, at a price which is a 20% discount
to market, but not less than $0.05 per share. During the period from issuance of the convertible debenture to June 30, 2015,
interest of $16,219 was accrued on the convertible debenture, resulting in a total principal and interest due at June 30, 2015
of $96,219. A derivative liability of $25,572 is recorded on this note payable at June 30, 2015. b)
On January 8, 2013 the Company entered into a convertible debenture agreement with a consultant
in settlement of $147,428 payable to that consultant for services rendered. The convertible debenture yields interest at 8% per
annum and may be converted into common stock, at the option of the holder, 90 days after the inception of the agreement, at a price
which is a 20% discount to market, but not less than $0.05 per share. During period from January 8, 2013 to June 30, 2015,
interest of $23,593 was accrued on the convertible debenture and $119,700 was settled by way of conversion into common stock.
At June 30, 2015 principal due on the note was $51,322. In addition the Company reflected a derivative liability at June 30, 2015
of $34,419 in connection with this note. c)
On August 21, 2014 the Company entered into a convertible note arrangement with an investment
Company, in the principle amount of $500,000 of which $150,000 was advanced to the Company at the inception of the note. The Company
agreed to pay an original issue discount in an amount up to 10% of the loan amount, or $16,667. The interest rate
on the note is 0% for the first 90 days. The loan may be repaid at any time during the first three months of the note term. Thereafter,
if the note is not repaid, a one time interest charge of 12% is assessed. The note is convertible into common stock of the issuer
at a discount to market of 40%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion,
with a conversion floor price at no lower than $0.00005. On March 20, 2015 the holder converted $19,200 of principle and interest
on the note for 400,000 shares. On April 24, 2015 the Company entered into an agreement for the settlement of the note for proceeds
of $252,334. On April 27,2015 the holder converted a further $19,035 for 450,000 shares. On May 6, 2015 the
Company paid $240,000 to settle the note and the balance of $12,334 was paid on d) On
October 6, 2014 the Company entered into a Note and Warrant purchase agreement with three parties who have agreed to provide to
the Company additional resources to run operations. The parties have agreed to loan up to $1,500,000 pursuant to the terms of
a convertible promissory note and warrant agreement. On the closing date, October 6, 2014 the Company received $250,000 cash.
The purchasers have agreed that at any time on or before the earlier of (i) the Purchasers election, or (ii) the execution
of an engagement letter by and between the Company and an Investment Banking Firm acceptable to the purchaser relating to the
provision of financial advisory services by the Investment Banking Firm to the Company, that the Company will sell Notes representing
the balance of the authorized principal amount not sold at the Closing to the Purchasers. The convertible note accrues interest
at a rate of 1% per annum and provides for the conversion of the principal and accrued interest on the note into common stock
at any time, at the election of the holder at a price of $0.15 per share. Further, the number of warrants to be issued will be
equal to the proceeds loaned pursuant to the note and warrant purchase agreement divided by $0.15. The warrant has a term of five
(5) years and provides a strike price of $0.20 per share. The fair value of warrants at the date of issue was $282,767 using the
Black-Scholes pricing model. The convertible promissory note and accrued interest is calculated to be $251,863 at June 30, 2015,
net of an unamortized debt discount of $167,474, resulting in a carrying value of $84,389. The unamortized debt discount will
be charged to interest expense over the remaining term of the Note which matures December 31, 2016. e)
On March 3, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principle amount of $350,000 of which $175,000 was advanced to the Company at the inception of the note. The Company
agreed to pay an original issue discount in an amount up to 10% of the loan amount, or $17,500. The loan may be repaid
at any time during the first six months of the note term, at a prepayment premium on day 90 of 115%, increasing by 5% each month
to month 6. On June 1, 2015, a onetime interest charge of 10% was assessed, or $19,250. After 6 months, the note is convertible
into common stock of the issuer at a discount to market of 35%, with the market defined as the lowest trade price for a period
of 25 days prior to the conversion, with a conversion floor price at no lower than $0.001. The convertible promissory note and
accrued interest is calculated to be $211,750 at June 30, 2015, net of an unamortized debt discount of $129,740, resulting in a
carrying value of $82,010. The unamortized debt discount will be charged to interest expense over the remaining term of the Note
which matures March 3, 2016. In connection with this convertible debt the Company recorded a derivative liability in the amount
of $239,236 at June 30, 2015. f)
On March 6, 2015 the Company entered into a Note and Warrant adjustment purchase agreement
with two parties who have agreed to provide to the Company additional resources to run operations. The parties have agreed to loan
$400,000 pursuant to the terms of a convertible promissory note and warrant adjustment agreement. On the closing date, March 6,
2015 the Company received $400,000 cash. The note matures on September 6, 2015. The loan maturity may be extended for an additional
6 months by payment on the original maturity date of unpaid interest, plus a 10% extension fee. The convertible note accrues interest
at a rate of 15% semi annually and provides for the conversion of the principle and accrued interest on the note into common stock
at any time, at the election of the holder at a price of $0.05 per share. Further, warrants to acquire up to 12,441,667 shares
which had been issued in conjunction with previous financings at strike prices ranging from $0.20 to $0.30 per share are to be
re-priced to a strike price of $0.05 per share with the maturity dates changed to March 6, 2016. The Company has the right to repay
the loan by payment of the principle and accrued interest at the date of repayment. At June 30, 2015 unpaid principle and interest
on the note aggregate $438,644. This is reflected net of an unamortized debt discount of $146,675, resulting in a carrying value
of $291,969. The unamortized debt discount will be charged to interest expense over the remaining term of the Note which matures
September 6, 2015. g)
On May 4, 2015 the Company entered into a convertible note arrangement with an investment
Company, in the principle amount of $250,000 of which $100,000 was advanced to the Company at the inception of the note. The Company
agreed to pay an original issue discount in an amount up to 10% of the loan amount, or $10,000. The interest rate
on the note is 12%, with 6% being charged on the Issuance Date to the Original Principal Amount in the amount of $6,600 and the
remaining 6% being charged to the Original Principal Amount on the 61th calendar day after the issuance date provided the note
has not been paid in full. The loan may be repaid at any time during the first 120 days of the note term. The note is convertible
into common stock of the issuer at the lesser of $0.09 or a discount to market of 35%, with the market defined as the lowest trade
price for a period of 25 days prior to the conversion, with a conversion floor price at no lower than $0.001. In connection with
the convertible debt, the Company recorded $ 237,741 of derivative liability as of June 30, 2015. The principle and interest due
under the note at June 30, 2015 was $116,600, net of an unamortized debt discount of $92,520, resulting in a carrying value of
$24,080 at June 30, 2015. The unamortized debt discount will be charged to income over the remaining term of the note which matures
on February 4, 2016. h)
On May 21, 2015 the Company entered into a convertible note arrangement with an investment
Company, in the principle amount of $200,000 of which $100,000 was advanced to the Company at the inception of the note. The Company
agreed to pay an original issue discount in an amount up to 10% of the loan amount, or $10,000. The interest rate
on the note is 12%. The prepayment penalty of the note is as follows, 5% from day 1 to 90 days, 15% from day 91 to 150 days, 18%
from day 151 to 179 days and 25% there- after on buyout of loan. The note is convertible into common stock of the issuer at a
discount to market of 40%, with the market defined as the lowest trade price for a period of 25 days prior to the conversion,
with a conversion floor price at no lower than $0.00001. In connection with the convertible debt, the Company recorded $ 248,887
of derivative liability as of June 30, 2015. The principle and interest due under the note at June 30, 2015 was $111,447, net
of an unamortized debt discount of $97,945, resulting in a carrying value of $13,502 at June 30, 2015. The unamortized debt discount
will be charged to income over the remaining term of the note which matures on May 21, 2016. i) On
May 26, 2015 the Company entered into a convertible note arrangement with an investment Company, in the principle amount of
$100,000. The interest rate on the note is 12%. The note is convertible into common stock of the issuer at $0.05. The
principle and interest due under the note at June 30, 2015 was $100,000, net of an unamortized debt discount of $93,617,
resulting in a carrying value of $6,383 at June 30, 2015. The interest in the amount of $1,167 was paid in cash on June 30,
2015. In connection with the note, a Security Agreement was signed, with a general assignment of the company assets to the
note holder, and 3 million warrants were issued.. On , the principal amount was repaid by cash and the interest
balance of $1,200 was paid by way of conversion of the balance of the note into 24,000 common shares at a price of $0.05 per
share. See subsequent event note. j) On
June 2, 2015 the Company entered into a convertible note arrangement with an investment Company, in the principle amount of
$100,000. The interest rate on the note is 12%. The note is convertible into common stock of the issuer at $0.05. The
principle and interest due under the note at June 30, 2015 was $100,000, net of an unamortized debt discount of $94,826,
resulting in a carrying value of $5,174 at June 30, 2015. The interest in the amount of $933 was paid in cash on June 30,
2015. In connection with the note, a Security Agreement was signed, with a general assignment of the company assets to the
note holder., and 3 million warrants were issued .On , 2015 the principal amount
was repaid by cash and the interest balance of $1,467 was paid by conversion to 29,340 shares at a price of $0.05 per share.
See subsequent events note. k)
On June 15, 2015 the Company entered into a convertible note arrangement with an investment
Company, in the principle amount of $125,000 of which $102,500 was advanced to the Company at the inception of the note. The Company
recorded an interest of $22,500 at inception of the note, and issued 250,000 shares at $0.10.The note is convertible into common
stock of the issuer at 0.05 if converted within 180 days after the Issuance Date, or at a discount to market of 35%, with the market
defined as the lowest trade price for a period of 20 days prior to the conversion, with a conversion floor price at no lower than
$0.0001, if converted after 180 days. In connection with the convertible debt, the Company recorded $ 185,304 of derivative liability
as of June 30, 2015. The principle and interest due under the note at June 30, 2015 was $125,000. The note matures on June 15,
2018. l)
On June 17, 2015 the Company entered into a convertible note arrangement with an investment
Company, in the principle amount of $52,500 of which $50,000 was advanced to the Company at the inception of the note. The Company
recorded an interest of $2,500 at inception of the note. The interest rate on the note is 8%. The prepayment penalty of the note
is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days
and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th m) On June
18, 2015 the Company entered into a convertible note arrangement with an investment Company, in the principle amount of $105,000
of which $100,000 was advanced to the Company at the inception of the note. The Company agreed to pay an original issue
discount in an amount up to 5% of the loan amount, or $5,000. The interest rate on the note is 10%. The prepayment penalty
of the note is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121
to 150 days and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th n)
On June 18, 2015 the Company entered into a convertible note arrangement with an investment
Company, in the principle amount of $52,500 of which $50,000 was advanced to the Company at the inception of the note. The Company
recorded an interest of $2,500 at inception of the note. The interest rate on the note is 8%. The prepayment penalty of the note
is as follows, 15% from day 1 to 60 days, 21% from day 61 to 90 days, 27% from day 91 to 120 days, 33% from day 121 to 150 days
and 39% from day 151 to 180 days. This note may not be prepaid after the 180 th ,
the Company recorded $ of derivative liability as of June 30, 2015. The principle and
interest due under the note at June 30, 2015 was $52,710, net of an unamortized debt discount of $50,774, resulting in a carrying
value of $1,936 at June 30, 2015. The unamortized debt discount will be charged to income over the remaining term of the note which
matures on June 18, 2016. o)
On June
26, 2015 the Company entered into a convertible note arrangement with an investment Company, in the principle amount of $110,000
of which $104,500 was advanced to the Company at the inception of the note. The Company agreed to pay an original issue
discount in an amount of $5,500. The interest rate on the note is 12%. Upon an Event of Default the interest rate shall
increase to 18%. The prepayment penalty of the note is as follows, 35% from day 1 to 90 days, 45% from day 91 to 120 days, and
50% there- after on buyout of loan. The note is convertible into common stock of the issuer at a discount to market of 42%, with
the market defined as the lowest trade price for a period of 20 days prior to the conversion, with a conversion floor price at
no lower than $0.0001. In connection with the convertible debt, the Company recorded $ 237,581 of derivative liability as of June
30, 2015. The principle and interest due under the note at June 30, 2015 was $110,145, net of an unamortized debt discount of $108,795,
resulting in a carrying value of $1,350 at June 30, 2015. The unamortized debt discount will be charged to income over the remaining
term of the note which matures on December 26, 2015. p)
On May 24, 2012, CelLynx Group, Inc., completed a transaction pursuant to a Promissory Note
agreement, through which the Company borrowed $37,500. The Note bears interest at a rate of 8%, and was due on November 24, 2012,
(the Due Date). The Company could settle that note within the first 90 days following the issue date by
paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during
the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the
principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the
note and accrued interest are convertible into common stock at a variable conversion price equal to 51% of the average of the three
lowest closing bid prices for CelLynx Group, Incs common stock for a period of 10 days prior to the date of notice of conversion.
The Company redeemed $21,600 payable on that note, by the issuance of CelLynx Group, Inc. common shares. As of June 30, 2015 the
note is past due. The value of the derivative liability associated with this note at June 30, 2015 and 2014 was immaterial.
The note principle and accrued interest outstanding at June 30, 2015 was $41,310. q) On September 12, 2012, CelLynx Group, Inc. completed a transaction pursuant to a Promissory Note agreement, through which the Company borrowed $12,500. The Note bears interest at a rate of 8%, and is due on March 12, 2013, (the Due Date). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible into common stock at a variable conversion price equal to 51% of the average of the three lowest closing bid prices for CelLynx Group, Incs common stock for a period of 10 days prior to the date of notice of conversion. As of June 30, 2015 the note is past due. The value of the derivative liability associated with this note at June 30, 2015 and 2014 was immaterial The note was carried at $29,667 comprised of principle and interest due at June 30, 2015. |
