NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2013 |
Notes to Financial Statements | ' |
Note 8. NOTES PAYABLE | ' |
Notes Payable Activity for the Year Ended December 31, 2012 |
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On February 3, 2012 and February 21, 2012 the Company borrowed $40,000 and $35,000, respectively, from an unrelated third party entity in the form of two promissory notes. The notes bear interest at 14 percent, are unsecured and are due on demand. During the quarter ended March 31, 2013, the Company recognized $2,589 of interest expense on these notes payable leaving balances in accrued interest of $6,476 and $5,424, respectively as of March 31, 2013. |
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On February 24, 2012, the Company borrowed $100,000 from an unrelated third party in the form of a promissory note. The funds were to support the working capital requirements of E-Waste Systems (Ohio) and specifically, the procurement of electronic waste for refurbishment or recycling. The promissory note accrues interest at 14 percent and is due on March 24, 2013. The note is currently in default and all default terms have been recognized in the presentation of the note payable. During the quarter ended March 31, 2013, the Company recognized $3,452 of interest expense and made no payments on this promissory note leaving a balance in accrued interest of $10,484 on March 31, 2013. |
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On August 27, 2012, the Company executed a promissory note in the principal sum of $150,000. The consideration to be provided by the note holder is no more than $135,000. A $13,500 (10%) original issue discount (“OID”) applies to the principal sum. The note holder made payments to the Company of $25,000 and $15,000 of the total consideration during the year ended December 31, 2012 and $25,000 for the period ended March 31, 2013 and may pay additional consideration to the Company in such amounts and at such dates as it may choose in its sole discretion. The principal sum due to the note holder is to be prorated based on the consideration actually aid together with the 10% original issue discount that will also be prorated based on the amount of consideration actually paid as well as any other interest or fees. The maturity date is one year from the date of each payment of consideration and is the date upon which the principal sum, as well as any unpaid interest and other fees, shall be due and payable. The OID in respect of the consideration received on the date of execution equaled $4,445 for the year ended December 31, 2012, and $2,778 for the period ended March 31, 2013. |
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On February 28, 2013, the note holder elected to convert $7,350 and of the principal balance at $0.0049 per share into 1,500,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $3,625 to interest expense. |
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On March 20, 2013, the note holder elected to convert an additional $11,466 and of the principal balance at $0.0064 per share into 1,800,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $5,026 to interest expense. |
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The note contains a conversion feature wherein the note bay be converted to shares of the Company’s common stock at a conversion price of the lesser of $0.01 or 70% of the lowest trade price in the 25 trading days prior to the conversion date. Unless otherwise agreed in writing by both parties, at no time will the holder of the note convert any amount outstanding into common stock that would result in it owning more than 4.99% of the total common stock outstanding. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $58,646 and debt discounts of $44,445 on the payment dates of the note for the year ended December 31, 2012, and $85,106 and $27,778 for the period ended March 31, 2013. As of March 31, 2013 and December 31, 2012, the Company had recognized amortization on debt discounts on these notes of $12,424 and $13,334 leaving unamortized debt discounts of $37,814 and $31,111, respectively. See Note 10 for treatment of derivative liability associated with convertible notes payable. |
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On December 31, 2012, the Company negotiated the forgiveness of accounts payable of $50,000 owed to a Company consultant in exchange for the execution of a convertible note payable with a face value of $162,500. One the same date and under the same terms, the Company executed two other convertible notes payable with face values of $11,000 and $29,000 in exchange for services provided to the Company. The notes are unsecured, bear interest at 6% per annum and are due on December 31, 2015. The notes are also convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion. |
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The intrinsic value of the beneficial conversion features and the debt discounts associated with the equity issued in connection with the convertible debts were recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded was $25,313. The discount will be amortized and recorded to the statement of operations over the stated term of the note and is included within as interest expense. As of March 31, 2013 and December 31, 2012, the Company had recognized amortization on the debt discounts on this note of $2,369 and $-0- of the total outstanding debt discounts leaving an unamortized debt discounts $20,313 and $11,447, respectively. |
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On March 18, 2013, the note holder elected to convert $64,000 of the principal balance at $0.0064 per share into 10,000,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $7,438 to interest expense. |
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Notes Payable Activity for the Quarter Ended March 31, 2013 |
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On January 18, 2013, the Company executed a convertible note payable with a face value of $41,557 in exchange for services provided to the Company. This note is unsecured, bears interest at 6% per annum and is due January 18, 2016. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion. |
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On February 8, 2013, the Company executed a convertible note payable with a face value of $162,500 in exchange for services provided to the Company in the amount of $115,400 and forgiveness of accounts payable of $47,060. |
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This note is unsecured, bears interest at 6% per annum and is due February 8, 2016. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion. |
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On March 5, 2013, the Company executed a convertible note payable with a face value of $17,417 in exchange for services provided to the Company. This note is unsecured, bears interest at 6% per annum and is due March 5, 2016. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion. |
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The intrinsic value of the beneficial conversion features and the debt discounts associated with equity issued in connection with the convertible debts has been recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded was $219,841. The discount will be amortized and recorded to the statement of operations over the stated term of the note and is included within as interest expense. As of March 31, 2013, the Company has amortized $12,143 of the total outstanding debt discounts leaving an unamortized debt discount of $209,127. The components of notes payable are summarized in the table below: |
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| | March 31, | | | December 31, | |
| | 2013 | | | 2012 | |
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Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | | $ | 11,000 | | | $ | 11,000 | |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | | | 29,000 | | | | 29,000 | |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | | | 98,500 | | | | 162,500 | |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on January 18, 2016 | | | 41,557 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on February 8, 2016 | | | 162,500 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on March 5, 2016 | | | 17,417 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on February 8, 2014 | | | 27,778 | | | | - | |
Unamortized debt discounts on issuances of convertible debt | | | (264,066 | ) | | | (25,313 | ) |
Derivative liability on long-term convertible notes | | | 62,111 | | | | - | |
Total long-term debt | | $ | 185,797 | | | | 177,187 | |
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Convertible note payable to a related party, bearing interest at 12%, unsecured, due on October 28, 2012 (note is in default) | | $ | 12,000 | | | | 12,000 | |
Notes payable to an unrelated party, bearing interest at 14%, unsecured, due on demand | | | 75,000 | | | | 75,000 | |
Note payable to an unrelated party, bearing interest at 14%, unsecured, due on March 24, 2013 (note is in default) | | | 100,000 | | | | 100,000 | |
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 27, 2013 and due on October 10, 2013. | | | 25,629 | | | | 44,445 | |
Discounts on short-term convertible notes payable | | | (12,741 | ) | | | (31,111 | ) |
Derivative liability on short-term convertible notes | | | 54,239 | | | | 61,545 | |
Total Short-term Notes Payable | | $ | 254,127 | | | $ | 261,879 | |