NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2013 |
Notes to Financial Statements | ' |
NOTES PAYABLE | ' |
Effective October 28, 2011 the Company received $12,000 in cash from a related party in exchange for a convertible note payable. The note accrues interest at 12% and is due twelve months from the date of origination or October 28, 2012. The principal balance of the note along with accrued interest is convertible at any time, at the option of the note holder, into the Company's common stock on or before the maturity date at a price of $0.25 per share. The Company recognized $1,440 and $252 of interest expense on the related party convertible note payable leaving a balance in accrued interest of $3,137 and $1,697 as of December 31, 2013 and December 31, 2012, respectively. The note has been extended and has a maturity date of October 28, 2014. |
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Effective 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 year ended December 31, 2013, the Company recognized $7,714 of interest expense on these notes payable leaving balances in accrued interest of $0 and $403, respectively as of December 31, 2013 and December 31, 2012. |
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Effective April 3, 2013 the Company entered into a settlement agreement with the note holder whereby the Company would pay interest to the note holder from inception of the two notes through and including May 31, 2013. Payment of the interest due of $13,653 was made in the form of 2,185,879 shares of Rule 144 Unrestricted common stock. |
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It was further agreed that the principal amount of the combined Notes would be paid on a monthly basis in the amounts of $5,833.for the $35,000 Note and $6,667 for the $40,000 Note. Interest will continue to accrue at the agreed upon 14% per annum on each note until the principal balance has been retired. During the year ending December 31, 2013, the Company made three of the required aggregate monthly payments to the note holder in the form of the Company’s Unrestricted Common Stock. The aggregate payment for both Notes for the month of May 2013 resulted in an issuance of 1,543,210 shares at a price per share of $0.0081. The aggregate payment for both Notes for the month of June 2013 resulted in an issuance of 1,344,086 shares at a price per share of $0.0093. The aggregate payment for both Notes for the month of July 2013 resulted in an issuance of 828,912 shares at a price per share of $0.001508. |
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Effective November 1, 2013 the Company issued an aggregate of 1,253,117 shares of the Company’s unrestricted common stock as payment in full of the existing debt to this note holder as follows: we issued 644,330 shares at a price of $0.0194 for the month of August; in addition, we issued 256,674 at a price of $0.0487 for the month of September and we also issued 352,113 at a price of $0.0355 for the month of October, 2013. Upon receipt of all the shares listed in this paragraph, the note holder acknowledged that the Principal Amount of the Note had been paid in full and requested that the interest payment in the form of stock also be issued at this time. |
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Effective November 1, 2013, we issued 91,270 unrestricted shares, of the Company’s common stock at a price per share of $0.0355 to the note holder in order to satisfy all interest due on the Note. The note holder is satisfied that this Note is retired in its entirety. |
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Effective February 24, 2012, the Company borrowed $100,000 from an unrelated third party in the form of a Line of Credit. 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. On April 22, 2013 the Company issued 1,029,479 shares of the Company’s common stock in payment of all interest from inception of the note through May 31, 2013. The note holder has agreed to accept no payment on the principal amount of the note for the present and interest will continue to accrue on the note beginning with June 1, 2013 through the time the note is completely retired. During the period ended December 31, 2013 the Company recognized $14,000 of interest expense and made no payments on this promissory note leaving a balance of $8,167 accrued interest of as of December 31, 2013. |
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Effective August 27, 2012, the Company executed a convertible 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 $95,000 through the year ended December 31, 2013. The principal sum due to the note holder is to be prorated based on the consideration actually paid 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 $10,556 for the year ended December 31, 2013.Effective February 28, 2013, the note holder elected to convert $7,350 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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Effective March 20, 2013, the note holder elected to convert an additional $10,647 of the principal balance at $0.005915 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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Effective April 16, 2013, the note holder elected to convert $23,991.29 of the principal balance at a price per share of $0.0089 resulting in the issuance of 2,695,650 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 $3,658 to interest expense. |
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Effective May 6, 2013, the note holder elected to convert $14,750 of the principal balance at a price per share of $0.0059 resulting in the issuance of 2,500,000 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 $4,384 to interest expense. |
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Effective June 13, 2013, the note holder elected to convert $29,813.64 of the principal balance at a price per share of $0.0100 resulting in the issuance of 2,981,397 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 $4,639 to interest expense. |
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Effective August 27, 2013, the note holder elected to convert $30,555.56 of the principal balance at a price per share of $0.0065 resulting in the issuance of 4,700,856 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 $15,456 to interest expense. |
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The note contains a conversion feature wherein the note may 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 $404,254 and $105,556 for the year ended December 31, 2013. As of December 31, 2013 and December 31, 2012, the Company had recognized amortization on debt discounts on these notes of $30,854 and $37,814 leaving unamortized debt discounts of $65,586 and $31,111, respectively. See Note 10 for treatment of derivative liability associated with convertible notes payable. |
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Subsequent to this, on March 26, 2014, the note holder indicated to the Company that they wished to convert the final amount of money owed on this loan in the amount of $24,444 into Unrestricted Rule 144 stock of the Company at a conversion price of $0.0100. This conversion has taken place and the company issued 2,444,444 shares of Unrestricted Common Stock on March 28, 2014. This loan is now considered to be paid in full effective 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. On 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 notes and is included within interest expense. As of December 31, 2013 and December 31, 2012, the Company had recognized amortization on the debt discounts on this note of $8,622 and $-0- of the total outstanding debt discounts leaving an unamortized debt discounts of $9,832 and $25,313, respectively. |
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Effective September 9, 2013, the note holder elected to convert $11,000 of the principal balance and accrued interest of $435 at $0.0064 per share into 1,786,641 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 $1,109 to interest expense. |
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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. The intrinsic value of the beneficial conversion features and the debt discounts associated with the equity issued in connection with the convertible debt was 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 $41,557. 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 December 31, 2013, the Company had recognized amortization on the debt discounts on this note of $13,170 of the total outstanding debt discounts leaving an unamortized debt discounts $28,387. |
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Effective March 14, 2014 a settlement was reached with the note holder whereby his note was purchased by an unrelated third party. This note has been retired in its entirety. |
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Effective 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. 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 $162,500. 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 December 31, 2013, the Company had recognized amortization on the debt discounts on this note of $48,379 of the total outstanding debt discounts leaving an unamortized debt discounts $114,121. |
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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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Effective 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. Effective March 14, 2014 a settlement was reached with the note holder whereby his note was purchased by an unrelated third party. This note has been retired in its entirety. |
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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 $15,371. 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 December 31, 2013, the Company has amortized $6,177 of the total outstanding debt discounts leaving an unamortized debt discount of $11,240. |
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Effective June 3, 2013, the Company executed a convertible note payable with a face value of $32,500. This note is unsecured, bears interest at 8% per annum and is due June 2, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $60,352 and debt discount of $32,500 on the payment dates of the note for the period ended September 30, 2013. As of December 31, 2013, the Company had recognized amortization on debt discounts on these notes of $32,500 leaving unamortized debt discounts of $0. See Note 10 for treatment of derivative liability associated with convertible notes payable. Subsequent to this on October 28, 2013, this note was paid in full by the company. |
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Effective July 15, 2013, the Company executed a convertible note payable with a face value of $32,500. This note is unsecured, bears interest at 8% per annum and is due April 17, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $90,207 and debt discount of $32,500 on the payment dates of the note. As of December 31, 2013, the Company had recognized amortization on debt discounts on these notes of $32,500 leaving unamortized debt discounts of $0 See Note 10 for treatment of derivative liability associated with convertible notes payable. Subsequent to this, on December 31, 2013, this note was paid in full by the Company. |
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Effective August 27, 2013, the Company executed a convertible note payable with a face value of $27,500. This note is unsecured, bears interest at 8% per annum and is due May 29, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $116,312 and debt discount of $27,500 on the payment dates of the note for the period ended September 30, 2013. As of December 31, 2013, the Company had recognized amortization on debt discounts on these notes of $12,600 leaving unamortized debt discounts of $14,900. See Note 10 for treatment of derivative liability associated with convertible notes payable. |
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Subsequent to this, on March 10, 2014 this note was paid in full by the Company. |
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On June 25, 2013, the Company assumed loans payable with the acquisition of Surf Investments, Ltd. in the amount of $222,928. These loans are non-interest bearing and due upon demand. |
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Effective October 1, 2013, the Company executed a convertible note payable with a face value of $32,500. This note is unsecured, bears interest at 8% per annum and is due June 2, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $25,339 on the payment dates of the note for the period ended December 31, 2013. See Note 10 for treatment of derivative liability associated with convertible notes payable. |
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Effective December 9, 2013, the Company executed a convertible note payable with a face value of $63,000. This note is unsecured, bears interest at 8% per annum and is due September 9, 2014. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the average of the three lowest volume weighted-average prices per share during the 10 calendar day period immediately prior to the date of conversion times 55 percent. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $75,362 on the payment dates of the note for the period ended December 31, 2013. See Note 10 for treatment of derivative liability associated with convertible notes payable. |
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On November 30, 2013 the Company entered into a Credit Agreement with TCA Global Credit Master Fund for a loan of up to $5.0 Million with an initial draw of $1.0 Million. At the initial funding of the first $1.0 Million on the TCA revolving credit facility, TCA held in reserve/escrow $160,000 pending completion of several post-closing matters. Those funds have not yet been released. The debt is secured by assets of the company and its subsidiaries Surf and e-Waste Systems Cincinnati, Inc. and e-Waste Systems Ohio, Inc. Interest accrues at the rate of Sixteen and One Half Percent (16.50%) per annum, calculated on the actual number of days elapsed over a 360-day year. Provisions for a Reserve of 15% there is a mandatory repayment of not less than 15% of the gross revenues. At the present time, this loan is in default. The Company recorded initial derivative liabilities of $46,027 on the payment dates of the note for the period ended December 31, 2013. See Note 10 for treatment of derivative liability associated with convertible notes payable. |
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The components of notes payable are summarized in the table below: |
| | 31-Dec-13 | | | 31-Dec-12 | |
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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 | | | 37,500 | | | | 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 | |
Notes payable to unrelated parties, bearing no interest, unsecured, and due on demand | | | 222,928 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on June 12, 2014 | | | 27,778 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 14, 2014 | | | 27,778 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on September 26, 2014 | | | 22,222 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 27, 2013 and due on October 10, 2013. | | | - | | | | 44,445 | |
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, due on June 2, 2014 | | | 32,500 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, due on April 17, 2014 | | | 32,500 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, due on May 29, 2014 | | | 27,500 | | | | - | |
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, April 14, 2014 | | | 32,500 | | | | | |
Convertible note payable to an unrelated party, bearing interest at 8%, unsecured, September 9, 2014 | | | 63,000 | | | | | |
Convertible note payable to an unrelated party, bearing interest at 16.5%, unsecured June 6, 2014 | | | 98,830 | | | | | |
Discounts on short-term convertible notes payable | | | (222,450 | ) | | | (31,111 | ) |
Total short-term debt | | $ | 407,625 | | | $ | 200,334 | |
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Derivative liability on short-term convertible notes | | $ | 465,880 | | | $ | 61,545 | |
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Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | | $ | - | | | $ | 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 | | | | - | |
Unamortized debt discounts on issuances of convertible debt | | | (182,049 | ) | | | (25,313 | ) |
Total long-term debt | | $ | 166,925 | | | $ | 177,187 | |