NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2014 |
Notes to Financial Statements | ' |
Schedule of Future Maturities | ' |
On June 29, 2012, the Company issued a $488,489 Convertible Promissory Note and Security Interest in favor of a trade creditor representing the past due invoices of the creditor for professional fees. During the year ended December 31, 2013, the creditor advanced a total of $8,006 for payment of the Company’s operating expenses whereby increasing the principal balance of the note to $491,465. On November 5, 2013, the Company executed the Second Amendment to the Convertible Promissory Note. In this amendment the creditor has agreed to waive the default in the payment of monthly installments and to waive all accrued default interest. The Note is now due in full on or before May 31, 2014. The conversion price of the Note has been amended to $0.075 per share. Additionally, certain accounts payable and accrued expenses of $278,962 due to the creditor for services provided subsequent to the issuance of the original obligation were added to the Note, making the current balance of the Note $812,249. As a result of retiring the old debt and including it in the new note the expensing of the remaining debt discount of $270,502 was accelerated which resulted in a loss on extinguishment of debt of $183,877. Interest relating to the amortization of the debt discount for the year ended December 31, 2013 amounted to $69,772. As of March 31, 2014 there is $39,255 of accrued interest on the new note. |
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On June 3, 2013, the Company executed a convertible promissory note for $10,000. The note bears interest at 8% and matures in three years. The loan is convertible at any time into shares of common stock at $0.0067 per share. As a result of the conversion feature the Company has recorded a debt discount of $4,925. On March 27, 2014 the principle amount of $10,000 and accrued interest of $622 was converted into 1,593,240 shares of commons stock. As a result of the conversion the remaining unamortized debt discount of $3,976 was accelerated and expensed to debt discount interest expense. |
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On June 12, 2013, the Company executed a promissory note for $10,000. The loan has no stated interest rate and was due August 12, 2013. The note does not bear interest but did include a loan fee of $5,000. During the quarter ended March 31, 2014, $3,000 was repaid on the loan and the loan was extended with no specific terms of repayment. |
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On August 12, 2013, in connection with the merger, the Company issued $51,400 of new notes. The notes are secured, bear interest at 8% and mature in five years. As of March 31, 2014 there is $2,604 of accrued interest on these notes. |
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On September 23, 2013, we entered into a $400,000 Promissory Note (the “Note”) with JMJ Financial (“JMJ”). The face amount of the Note includes an original issue discount of $40,000. The initial advance to be made under the Note by JMJ is $50,000. JMJ may, after making this initial advance, lend us additional sums under the terms of the Note in such amounts and at such dates as it chooses. Individual loans mature one year from the effective date of each payment. If repaid within ninety (90) days from the date of issue, the loan will not bear interest. Upon ninety (90) days after the date of issue, a one-time interest charge of twelve percent (12%) of the principal amount will be applied. JMJ may convert all or part of the Note, at its discretion, into shares of our common stock. The conversion price is sixty percent (60%) of the lowest trading price for our common stock in the twenty-five trading days immediately preceding the conversion date. For the initial advance the Company recorded a debt discount in the amount of $55,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $129,184 based on the Black Scholes Merton pricing model. As of March 31, 2014; $27,123 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $69,947 resulting in a gain on the change in fair value of the derivative. As of March 31, 2014 the total accrued interest and fees is $7,222; the note is shown net of a debt discount of $27,877 at March 31, 2014. |
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On November 1, 2013, the Company executed a convertible promissory note for $30,000. The note bears interest at 9% and matures in two years. The loan is convertible at any time into shares of common stock at $0.075 per share beginning one year from the date of the note. In addition, the note required the issuance of warrants to purchase 400,000 warrants. The aggregate fair value of these warrants totaled $14,034 based on the Black Scholes Merton pricing model. This amount has been recorded as a debt discount and will be amortized utilizing the interest method of accretion over the term of the note. As of March 31, 2014, $2,884 of the discount has been amortized to interest expense and there is $1,110 of accrued interest. |
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On November 1, 2013, the Company executed a promissory note for $16,000. The note bears interest at 9% and matures in two years. As of March 31, 2014, there is $592 of accrued interest. |
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On November 4, 2013, we obtained short term financing from a Lender under a 9% Convertible Note in the amount of $70,000 (the “Short-Term Note”). The Short-Term Note features an original issue discount of $6,700. The $63,300 in funding received from the Lender was used to pay off and retire the Convertible Promissory Note issued to Asher Enterprises, Inc., dated April 9, 2013. The Short-Term Note accrues interest at a rate of nine percent (9%) per year, with all principal and interest due in full within thirty days from the date of issue. The Short-Term Note is currently in default At any time, the Short-Term Note may be converted, in whole or in part at the option of the holder, at a price of $0.075 per share. As of March 31, 2014 there is $2,537 of accrued interest. The note was reviewed for a beneficial conversion feature and it was determined that none existed as the fair market price of the stock was in excess of the conversion price on the date of the note. |
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On November 25, 2013, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $42,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on August 27, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of March 31, 2014, there is $1,174 of accrued interest on this note. |
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The Company received its second payment from JMJ towards the loan of $22,000 on December 9, 2013. The Company recorded a debt discount in the amount of $22,000 (payment plus 10% original discount) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $37,173 based on the Black Scholes Merton pricing model. As of March 31, 2014; $6,137 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $25,615 resulting in a gain on the change in fair value of the derivative. The note is shown net of a debt discount of $13,863 at March 31, 2014 and has accrued interest of $2,889. |
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As of December 31, 2013 the Company owed Chiles Valley, LLC, $20,000. This loan was repaid in full during the quarter ended March 31, 2014. |
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On January 8, 2014, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $32,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on October 10, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of March 31, 2014, there is $499 of accrued interest on this note. |
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On February 13, 2014, we entered into a $250,000 Convertible Promissory Note (the “Note”) with Black Mountain Equities, Inc. (“BME”). The face amount of the Note includes an original issue discount of $25,000. The initial advance to be made under the Note by BME is $25,000. BME may, after making this initial advance, lend us additional sums under the terms of the Note in such amounts and at such dates as it chooses. There is a one-time interest charge of ten percent (10%) and individual loans mature one year from the effective date of each payment. BME may convert all or part of the Note, at its discretion, into shares of our common stock. The conversion is equal to the lesser of a 40% discount to the lowest trading prices in the twenty-five (25) day trading price prior to the conversion date or at a fixed price if $0.025. For the initial advance the Company recorded a debt discount in the amount of $30,000 (payment plus 10% original discount and one time interest charge) in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $82,251 based on the Black Scholes Merton pricing model. As of March 31, 2014; $3,863 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $40,917 resulting in a gain on the change in fair value of the derivative. As of March 31, 2014 the note is shown net of a debt discount of $26,137. |
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On February 26, 2014, the Company issued a Convertible Promissory Note to GCEF Opportunity Fund, LLC in the amount of $72,500, includes an original issue discount of $7,500. The note bears a onetime 12% interest charge, is unsecured and matures in one year. The Note is convertible into common stock in whole or in part at any time with a conversion price equal to a 50% discount to the average bid price in the ten day trading price prior to the conversion date. The Company recorded a debt discount in the amount of $81,200 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $179,454 based on the Black Scholes Merton pricing model. As of March 31, 2014; $7,564 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $105,617 resulting in a gain on the change in fair value of the derivative. As of March 31, 2014 the note is shown net of a debt discount of $77,636. In addition to the terms outlined above the Company issued to GCEF 5,000,000 shares of common stock. The stock was valued at $0.052, the closing price on the date of the note for non cash expense of $260,000 which was recorded as a loss on the issuance of debt. |
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On March 3, 2014, the Company issued a Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $37,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on October 10, 2014. The Note is convertible into common stock in whole or in part 180 days after funding at a variable conversion price equal to a 42% discount to the average of the lowest three trading prices in the 10-day trading price prior to the conversion date. As of March 31, 2014, there is $181 of accrued interest on this note. |
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On March 14, 2014, the Company issued a Convertible Promissory Note to Hanover Holdings I, LLC in the amount of $38,000. The note bears interest at a rate of 12% per annum, is unsecured and matures in eight months. The Note is convertible into common stock in whole or in part at any time with a conversion price equal to the lesser of a 45% discount to the lowest trading prices in the five day trading price prior to the conversion date or at a fixed price if $0.04. The Company recorded a debt discount in the amount of $38,000 in connection with the initial valuation of the beneficial conversion feature of the note to be amortized utilizing the effective interest method of accretion over the term of the note. Further, the Company recognized a derivative liability of $41,636 based on the Black Scholes Merton pricing model. As of March 31, 2014; $13,918 of the debt discount has been amortized to interest expense. In addition, the Company fair valued the derivative at $41,623 resulting in a loss on the change in fair value of the derivative. The note is shown net of a debt discount of $24,082 at March 31, 2014 and has accrued interest of $311. |
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The maturities of these notes and the related party notes below, net of discounts for the next five years are: |
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Year Ended December 31, | | | | | | | | | | | |
| 2014 | | | $ | 1,156,471 | | | | | | | | | | |
| 2015 | | | | 34,849 | | | | | | | | | | |
| 2016 | | | | — | | | | | | | | | | |
| 2017 | | | | — | | | | | | | | | | |
| 2018 | | | | 51,440 | | | | | | | | | | |
| Total Future Maturities | | | $ | 1,242,760 | | | | | | | | | | |
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A summary of the status of the Company’s debt discounts including original issue discounts, and derivative liabilities, and changes during the periods is presented below: |
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Debt Discount | 31-Dec-13 | | Additions | | Amortization | | 31-Mar-14 |
Finiks Capital – February 1, 2013 | $ | 37,682 | | | | | | | $ | (37,682 | ) | | $ | — | |
Neal – June 3, 2013 | | 3,975 | | | | — | | | | (3,975 | ) | | | — | |
JMJ – October 2, 2013 | | 41,439 | | | | — | | | | (13,562 | ) | | | 27,877 | |
Kalina – November 1, 2013 | | 12,881 | | | | — | | | | (1,730 | ) | | | 11,151 | |
JMJ – December 9, 2013 | | 18,795 | | | | | | | | (4,932 | ) | | | 13,863 | |
Black Mountain Equities, Inc. – February 13, 2014 | | — | | | | 30,000 | | | | (3,863 | ) | | | 26,137 | |
GCEF Opportunity Fund, LLC – February 26, 2014 | | — | | | | 81,200 | | | | (7,564 | ) | | | 73,636 | |
Hanover Holdings, LLC – March 14, 2014 | | — | | | | 38,000 | | | | (13,918 | ) | | | 24,082 | |
| $ | 114,772 | | | $ | 149,200 | | | $ | (87,226 | ) | | $ | 176,746 | |
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Derivative Liabilities | 31-Dec-13 | | Initial valuation | | Revaluation on 3/31/14 | | (Gain) loss of fair value of derivative |
JMJ – October 2, 2013 | $ | 88,314 | | | $ | — | | | $ | 69,948 | | | $ | (18,366 | ) |
JMJ – December 9, 2013 | | 33,274 | | | | — | | | | 25,615 | | | | (7,659 | ) |
Black Mountain Equities, Inc. – February 13, 2014 | | — | | | | 82,251 | | | | 40,916 | | | | (41,335 | ) |
GCEF Opportunity Fund, LLC – February 26, 2014 | | — | | | | 179,454 | | | | 105,617 | | | | (73,837 | ) |
Hanover Holdings, LLC – March 14, 2014 | | — | | | | 41,636 | | | | 41,623 | | | | (13 | ) |
| $ | 121,588 | | | $ | 303,341 | | | $ | 283,719 | | | $ | (141,210 | ) |
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Original Issue Discount | 31-Dec-13 | | Additions | | Amortization | | 31-Mar-14 |
JMJ – October 2, 2013 | $ | 3,767 | | | $ | — | | | $ | (1,233 | ) | | $ | 2,534 | |
JMJ – December 9, 2013 | | 1,879 | | | | — | | | | (493 | ) | | | 1,386 | |
Black Mountain Equities, Inc. – February 13, 2014 | | — | | | | 5,000 | | | | (137 | ) | | | 4,863 | |
GCEF Opportunity Fund, LLC – February 26, 2014 | | — | | | | 16,200 | | | | (1,465 | ) | | | 14,735 | |
Darren Magot – January 27, 2014 | | — | | | | 2,500 | | | | (833 | ) | | | 1,667 | |
| $ | 5,646 | | | $ | 23,700 | | | $ | (4,161 | ) | | $ | 25,185 | |
Schedule of Debt Discount | ' |
Debt Discount | 31-Dec-13 | | Additions | | Amortization | | 31-Mar-14 |
Finiks Capital – February 1, 2013 | $ | 37,682 | | | | | | | $ | (37,682 | ) | | $ | — | |
Neal – June 3, 2013 | | 3,975 | | | | — | | | | (3,975 | ) | | | — | |
JMJ – October 2, 2013 | | 41,439 | | | | — | | | | (13,562 | ) | | | 27,877 | |
Kalina – November 1, 2013 | | 12,881 | | | | — | | | | (1,730 | ) | | | 11,151 | |
JMJ – December 9, 2013 | | 18,795 | | | | | | | | (4,932 | ) | | | 13,863 | |
Black Mountain Equities, Inc. – February 13, 2014 | | — | | | | 30,000 | | | | (3,863 | ) | | | 26,137 | |
GCEF Opportunity Fund, LLC – February 26, 2014 | | — | | | | 81,200 | | | | (7,564 | ) | | | 73,636 | |
Hanover Holdings, LLC – March 14, 2014 | | — | | | | 38,000 | | | | (13,918 | ) | | | 24,082 | |
| $ | 114,772 | | | $ | 149,200 | | | $ | (87,226 | ) | | $ | 176,746 | |
Schedule of Derivative Liabilities | ' |
Derivative Liabilities | 31-Dec-13 | | Initial valuation | | Revaluation on 3/31/14 | | (Gain) loss of fair value of derivative |
JMJ – October 2, 2013 | $ | 88,314 | | | $ | — | | | $ | 69,948 | | | $ | (18,366 | ) |
JMJ – December 9, 2013 | | 33,274 | | | | — | | | | 25,615 | | | | (7,659 | ) |
Black Mountain Equities, Inc. – February 13, 2014 | | — | | | | 82,251 | | | | 40,916 | | | | (41,335 | ) |
GCEF Opportunity Fund, LLC – February 26, 2014 | | — | | | | 179,454 | | | | 105,617 | | | | (73,837 | ) |
Hanover Holdings, LLC – March 14, 2014 | | — | | | | 41,636 | | | | 41,623 | | | | (13 | ) |
| $ | 121,588 | | | $ | 303,341 | | | $ | 283,719 | | | $ | (141,210 | ) |
Schedule of Original Issue Discounts | ' |
Original Issue Discount | 31-Dec-13 | | Additions | | Amortization | | 31-Mar-14 |
JMJ – October 2, 2013 | $ | 3,767 | | | $ | — | | | $ | (1,233 | ) | | $ | 2,534 | |
JMJ – December 9, 2013 | | 1,879 | | | | — | | | | (493 | ) | | | 1,386 | |
Black Mountain Equities, Inc. – February 13, 2014 | | — | | | | 5,000 | | | | (137 | ) | | | 4,863 | |
GCEF Opportunity Fund, LLC – February 26, 2014 | | — | | | | 16,200 | | | | (1,465 | ) | | | 14,735 | |
Darren Magot – January 27, 2014 | | — | | | | 2,500 | | | | (833 | ) | | | 1,667 | |
| $ | 5,646 | | | $ | 23,700 | | | $ | (4,161 | ) | | $ | 25,185 | |