| Notes payable | Note 8 – Notes Payable Promissory Notes
5BARz International, Inc. Unpaid Note Unpaid Balance Balance
December 17, 2012 $ 80,000 (a) $ 19,445 $ 99,445 $ 93,045
January 8, 2013 81,977 (b) — 81,977 96,313
August 21, 2014 — (c) — — 184,667
October 6, 2014 250,000 (d) 3,123 253,123 250,623
March 3, 2015 — (e) — — —
March 6, 2015 400,000 (f) 148,283 548,283 —
May 4, 2015 91,800 (g) 46,200 138,000 —
May 21, 2015 100,000 (h) 74,064 174.064 —
May 26, 2015 — (i) — — —
June 2, 2015 — (j) — — —
June 15, 2015 102,500 (k) 72,500 175,000 —
June 17, 2015 52,500 (l) 29,717 82,217 —
June 18, 2015 100,000 (m) 63,956 163,956 —
June 18, 2015 52,500 (n) 29,693 82,193 —
June 26, 2015 104,500 (o) 72,152 176,652 —
July 9, 2015 — (p) — — —
July 17, 2015 62,750 (q) 42,532 105,282 —
July 30, 2015 100,000 (r) 72,167 172,167 —
August 27, 2015 59,000 (s) 33,195 92,195 —
August 27, 2015 100,000 (t) 70,764 170,764 —
October 7-9,2015 85,000 (u) 2,514 87,514 —
October 28,2015 100,000 (v) 52,915 152,915 —
October 30, 2015 105,000 (w) 55,081 160,081 —
Notes payable – 5BARz International Inc. $ 2,027,527 $ 888,301 $ 2,915,828 $ 624,648
CelLynx Group Inc. Unpaid Note Unpaid Balance Balance
May 24, 2012 $ 15,900 (x) $ 30,118 $ 46,018 $ 37,148
September 12, 2012 12,500 (y) 20,548 33,048 26,676
Notes Payable - CelLynx Group, Inc. $ 28,400 $ 50,666 $ 79,066 $ 63,824
Sub-Total $ 2,055,927 $ 938,967 $ 2,994,894 $ 688,472
Debt Discount — — (111,630 ) (407,986 )
Total, net of debt discount $ 2,055,927 $ 938,967 $ 2,883,264 $ 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 issuance to December 31, 2015, interest of $19,445 was accrued on the convertible debenture, resulting in a total principal and interest due at December 31, 2015 of $99,445. A derivative liability at December 31, 2015 of $24,861 (2014 - $23,262) in
connection with this note. 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 the year ended December 31, 2015 interest of
$5,431 (2014 - $8,491) was accrued on the convertible debenture. During the year ended December 31, 2015 $48,000 (2014 - $66,700)
was settled by way of conversion into common stock. On September 30, 2015 the agreement was amended, $16,000 in past due
consulting fees were added to the principal of the note, and on December 31, 2015 an additional $12,000 in unpaid consulting fees
were added to the note. The total principal and interest due under the note at December 31, 2015 amount of $81,977 (2014 - $96,313).
In addition the Company reflected a derivative liability at December 31, 2015 of $20,494 (2014 - $24,079) in connection with this
note. c)
On August 21, 2014 the Company entered into a convertible note arrangement with an investment
company, in the principal 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. At December 31, 2014, accrued interest and principal totaled $186,667.
On March 20, 2015 the holder converted $19,200 of principal 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 May 21, 2015. The note has been paid in full at December 31, 2015. 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 PurchasersÂ’ 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 at December 31, 2014 was $250,623, net of an unamortized debt
discount of $223,319, resulting in a carrying value of $27,304. During the year ended December 31, 2015, additional interest of
$2,500 was accrued to bring the total principal and interest balance to $253,123 at December 31, 2015, net of an unamortized debt
discount of $111,630, resulting in a carrying value of $141,493. e)
On March 3, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal 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 one-time 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 issuance, with a conversion floor price at no lower than $0.001. On August 26, 2015 the balance due under
the note of $211,750 was fully converted into common stock by the issuance of 4,343,589 common shares at a price of $0.046. The
note has been paid in full at December 31, 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 principal 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 principal and accrued interest at the date of repayment. On September 6, 2015 the maturity of the loan
was extended for 6 months, with the unpaid interest of $60,000 and $40,000 extension fee being added to the note payable. At December
31, 2015 unpaid principal and interest on the note aggregate $548,283. Subsequent to December 31, 2015 the note was cancelled.
See subsequent event note. g)
On May 6, 2015 the Company entered into a convertible note arrangement with an investment
Company, in the principal 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 50%, 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. On November 3, 2015
an amending agreement was entered into providing for the prepayment of the note at any time up to 9 months from the loan origination
date at a rate of 145% of the then unpaid principal and interest due under the note. On November 6, 2015 the Company issued 200,000
shares pursuant to a notice of conversion of a convertible note at a price of $0.041 per share, for the conversion of $8,200. On
November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering
a default of the note. Upon the Event of Default the outstanding balance was increased to 120%. The note is payable on demand.
The principal and interest due under the note at December 31, 2015 was $138,000. Subsequent to December 31, 2015 a settlement agreement
was reached. See subsequent event note. h)
On May 21, 2015 the Company entered into a convertible note arrangement with an investment
Company, in the principal 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. On November 22, 2015 the Company became delinquent on its filing requirements
with the Securities and Exchange Commission, triggering a default of the note. Upon the Event of Default the outstanding balance
was increased to 118%, in addition to that a default penalty payment of $1,000 per business day was added to the outstanding balance.
The principal and interest due under the note at December 31, 2015 was $174,064. The
note is payable upon demand. i) On
May 26, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal 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. 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. As a result of conversion feature and the warrants the Company recorded a debt discount of $100,000 at the inception
of the convertible note agreement. The accrued interest in the amount of $1,167 was paid in cash on June 30, 2015. On The balance of the debt discount
was expensed at the time the note was paid in full. The note has been paid in full as of December 31, 2015. j) On
June 2, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of
$100,000. The interest rate on the note is 12% per annum. The note is convertible into common stock of the issuer at $0.05. 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. As a result of conversion feature and the warrants the Company recorded a debt
discount of $100,000 at the inception of the convertible note agreement. The accrued interest in the amount of $933 was paid
in cash on June 30, 2015. On The
balance of the debt discount was expensed at the time the note was paid in full. The note has been paid in full as of
December 31, 2015 k)
On June 15, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal 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. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities
and Exchange Commission, triggering a default of the note. Upon the Event of Default the outstanding balance was increased to 140%.The
principal and interest due under the note at December 31, 2015 was $175,000. The note is payable upon demand. Subsequent to December
31, 2015 a settlement agreement was reached. See subsequent event note. l)
On June 17, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal 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 principal 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 principal 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 o)
On June 26, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal 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. On November 22, 2015 the Company became delinquent on its filing requirements
with the Securities and Exchange Commission, triggering an Event of Default of the note. Upon the Event of Default the outstanding
balance was increased to 150% and the interest rate was increased to 18% per annum. The principal and interest due under the note
at December 31, 2015 was $176,652. The note is payable upon demand. Subsequent to December 31, 2015 a settlement agreement was
reached. See subsequent events note. p) On
July 9, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of
$450,000. The interest rate on the note accrues at a rate of $50,000 within 30 days and $50,000 weekly thereafter. The
principal and accrued interest is convertible into common stock after 60 days, if not repaid, in whole or in part at a
conversion price of $0.02 per share. During the period October 6 through December 24, 2015 the Company made a payment of
$617,000 against the convertible note and accrued interest. On December 31, 2015 the Company entered into a settlement
agreement whereby the note was settled by the issuance of 3,000,000 common shares and assumed a liability of the noteholder
in the amount of $83,000. The $83,000 is due by no later than June 30, 2016. The settlement agreement provides for the
cancellation of the convertible note and the Company has reflected the issuance of the 3,000,000 common shares valued at
$150,000 and an account payable of $83,000 at December 31, 2015. The note has been cancelled at December 31, 2015 q)
On July 17, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal amount of $66,250 of which $60,000 was advanced to the Company at the inception of the note. The interest
rate on the note is 10%. Upon an Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note is
as follows, 25% from day 1 to 30 days, 30% from day 31 to 60 days, 35% from day 61 to 90 days, 40% from day 91 to 120 days, 45%
from day 121 to 150 days, 50% from day 151 to 180 days. There is no right to prepayment after 180 days. The note is convertible
into common stock of the issuer at a discount to market of 45%, 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 $0.0001. On November 22, 2015 the Company became
delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note.
Upon the Event of Default the outstanding balance was increased to 150% and the interest rate was increased to 24% per annum. The
principal and interest due under the note at December 31, 2015 was $105,282. The note is payable on demand. Subsequent to
December 31, 2015 the note was settled. See subsequent event note. r) On
July 30, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $110,000
of which $100,000 was advanced to the Company at the inception of the note. The interest rate on the note is 10%. Upon an Event
of Default the interest rate shall increase to 24%. The prepayment penalty of the note is as follows, 35% from day 1 to 90 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 25 days prior to the conversion, with a conversion floor price
at no lower than $0.00001. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and
Exchange Commission, triggering an event of default of the note. Upon the event of default the outstanding balance was increased
to 150%. The note is payable upon demand. The principal and interest due under the note at December 31, 2015 was $172,167. s)
On August 27, 2015 the Company entered into a convertible note arrangement with an investment
company, in the principal amount of $59,000 of which $55,000 was advanced to the Company at the inception of the note. The interest
rate on the note is 12%. Upon an Event of Default the interest rate shall increase to 24%. The prepayment penalty of the note
is 40%. 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 $0.000058.
On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission, triggering
an event of default of the note. Upon the event of default the outstanding balance was increased to 150%. The principal and interest
due under the note at December 31, 2015 was $92,195. The note is payable upon demand. Subsequent to December 31, 2015 a settlement
agreement was reached. See subsequent events note. t)
On August 27, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount
of $110,000 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 10%. The prepayment
penalty of the note is as follows, 35% from day 1 to 90 days, 45% from day 91 to 180 days. This note may not be prepaid after the
180 th u)
During the period October 7, 2015 to October 10, 2015 the Company entered into three convertible note arrangements with certain
investors, in the principal amount of $85,000. Interest is accrued on the notes at a rate of 8% per annum, and the notes mature
one year from the date of issue. The notes are convertible after 183 days by the borrower at a conversion price of the lesser of
$0.05 per share or 70% of market, defined as the lowest trade price for a period 20 days prior to the notice of conversion, if
VWAP . In no case may the debt be converted
at less than $0.01 per share. The Company may prepay the note principal and interest at a rate of 125% of principal and interest
within 90 days of the issue date and at a rate of 135% after 90 days from the issue date. On November 22, 2015 the Company became
delinquent on its filing requirements with the Securities and Exchange Commission, triggering an event of default of the note.
Upon the event of default the interest rate was increased to 20% per annum. The notes are payable upon demand. The principal and
interest due under the notes at December 31, 2015 was $87,514. v) On October
28th, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $100,000.
Interest is accrued on the note at a rate of 12% per annum, and the note matures on July 28, 2016. The note is convertible at any
time by the borrower at a conversion price which is the lesser of closing sale price on the close date of the note or 60% of market,
defined as the lowest trade price for a period 25 days prior to the notice of conversion. The Company may prepay the note principal
and interest at rates from 145% of principal and interest within 180 days from the issue date. After 180 days the note may not
be prepaid. On November 22, 2015 the Company became delinquent on its filing requirements with the Securities and Exchange Commission,
triggering an event of default of the note. Upon the event of default the outstanding balance was increased to 150%.The note is
payable upon demand. The principal and interest due under the note at December 31, 2015 was $152,915. w) On October
30, 2015 the Company entered into a convertible note arrangement with an investment company, in the principal amount of $105,000
of which $100,000 was advanced to the Company at the inception of the note. Interest is accrued on the note at a rate of 8% per
annum, and the note matures on October 30, 2016. The note is convertible at any time by the borrower at a conversion price which
is the lesser of closing sale price on the close date of the note or 60% of market, defined as the lowest trade price for a period
10 days prior to the notice of conversion. The Company may prepay the note principal and interest as follows, 125% from day 1 to
90 days, 140% from day 91 to 180 days, 150% after 180 days. On November 22, 2015 the Company became delinquent on its filing requirements
with the Securities and Exchange Commission, triggering an event of default of the note. Upon the Event of Default the outstanding
balance was increased to 150% and the interest rate was increased to 18% per annum. The note is payable upon demand. The principal
and interest due under the note at December 31, 2015 was $160,081. x)
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, IncÂ’s 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 December 31, 2015
the note is past due. The note principal and accrued interest outstanding at December 31, 2015 was $46,018.
y)
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, IncÂ’s common stock for a period of
10 days prior to the date of notice of conversion. As of December 31, 2015 the note is past due. The note was carried at $33,048
comprised of principal and interest due at December 31, 2015. At December 31, 2015, substantially all the
above debt is in default and is immediately due and payable. Fair market value of the conversion options at December 31, 2015 was therefore
de minims. |
