3. Promissory Notes | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
3. Promissory Notes | ' |
The Company has an outstanding note payable to K-C Operations (an unrelated party) issued on October 15, 2009. The balance as of June 30, 2014 and 2013 was $286,333 and $336,333, respectively. The note matured on October 31, 2010 and accrues interest at a rate of 6% per annum and is convertible to shares of common stock at a rate of $0.20 per share. In 2013, principal and interest aggregating $59,167 was converted to 295,833 shares. The shares issuable under this note are subject to the requirements of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). |
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The Company has an outstanding note payable to Robert Johnson (former officer and director) issued on September 30, 2006 with a balance as of June 30, 2014 and 2013 of $21,547 and $21,547, respectively. The note matured on September 30, 2007 and is convertible to shares of common stock at a rate of $0.20 per share. The shares issuable under this note are subject to the requirements of Rule 144 of the Securities Act. |
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The Company has an outstanding note payable to Lexicon (an unrelated party) issued on January 15, 2009. The note is due upon demand. The balance as of June 30, 2014 and 2013 was $10,317 and $10,317, respectively. The note bears an interest rate of 6% per annum and is convertible to shares of common stock at a rate of $0.01 per share. During the six months ended June 30, 2013, $2,500 of this note was converted to 250,000 shares. The shares issuable under this note are subject to the requirements of Rule 144 of the Securities Act of 1933. |
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The Company has an outstanding note payable to Robert J. Dailey, issued March 11, 2013 for $99,000, with a maturity date of March 25, 2013, and bearing an interest rate of 2% annually, an origination fee of 10,000 restricted common stock shares, a penalty of 10,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full. The balance as of June 30, 2014 and 2013 was $99,000 and $99,000, respectively. |
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The Company has an outstanding note payable to Robert J. Dailey, issued April 25, 2013 for $100,000, with a maturity date of May 9, 2013, and bearing an interest rate of 2% annually, an origination fee of 10,000 restricted common stock shares, a penalty of 10,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full. The balance as of June 30, 2014 and 2013 was $100,000 and $100,000, respectively. |
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The Company has an outstanding note payable to Joel Yanowitz, issued March 11, 2013 for $50,000, with a maturity date of March 25, 2013, and bearing an interest rate of 2% annually, an origination fee of 5,000 restricted common stock shares, a penalty of 5,000 restricted common stock shares if not paid by maturity and an additional 5,000 shares every 30 days after maturity if the loan is not satisfied in full. The balance as of June 30, 2014 and 2013 was $50,000 and $50,000, respectively. |
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The Company has an outstanding note payable to Roger D. Bozarth, issued April 5, 2013 for $100,000, with a maturity date of April 19, 2013 and bearing an interest rate of 2% annually, an origination fee of 10,000 restricted common stock shares, a penalty of 10,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full. The balance as of June 30, 2014 and 2013 was $100,000 and $100,000, respectively. |
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The Company has an outstanding note payable to Christine Dailey, issued August 30, 2013 for $50,000, with a maturity date of October 14, 2013, and bearing an interest rate of 2% annually, a penalty of 15,000 restricted common stock shares if not paid by maturity and an additional 5,000 shares every 30 days after maturity if the loan is not satisfied in full. The balance as of June 30, 2014 and 2013 was $50,000 and $50,000, respectively. |
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The Company has an outstanding note payable to First Choice International Company, issued December 23, 2013 for $100,000, with a maturity date of June 23, 2014, and bearing an interest rate of 10% annually, a penalty of 30,000 restricted common shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full. The balance as of June 30, 2014 was $100,000. |
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In the six months ended June 30, 2014, the company issued four promissory notes totaling $750,000. At June 30, 2014, $625,000, net of a beneficial conversion feature, was outstanding under these notes. The notes have the following terms and conditions: |
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● | Robert J. Dailey, issued February 6, 2014 for $200,000, with a maturity date of June 5, 2014, and bearing an interest rate of 2% annually, a penalty of 15,000 restricted common stock shares if not paid by maturity and an additional 5,000 shares every 30 days after maturity if the loan is not satisfied in full. |
● | Robert J. Dailey, issued March 7, 2014 for $200,000, with a maturity date of July 6, 2014 and bearing an interest rate of 2% annually, a penalty of 15,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full. |
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● | Robert J. Dailey, issued March 28, 2014 for $200,000, with a maturity date of July 27, 2014, and bearing an interest rate of 2% annually, a penalty of 15,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full. |
● | Bespoke Growth Partners Inc., issued April 15, 2014 for $150,000, with a maturity date of April 14, 2014, and bearing an interest rate of 5% annually. On the maturity date the lender, at its exclusive option, may elect to have the borrower satisfy the loan by issuing the lender 800,000 shares of the Company’s common stock. If at the maturity date, the average closing price of common stock is greater than $3.00 per share for the prior 30 days, the borrower may satisfy the loan by issuing the lender 400,000 shares of the Company’s common stock. If at any time during the term the average closing price of the common stock is greater than $5.00 per share for more than 30 days, the lender may demand immediate repayment of the loan by having the borrower issue the lender 400,000 shares of the Company’s common stock. The amount of the note was discounted by $150,000 for the value of a beneficial conversion feature, which was amortized by $25,000, netting to a $25,000 note balance as of June 30, 2014. |
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As of June 30, 2014 and 2013, the Company had accrued $67,863 and $21,190 in unpaid interest, respectively. For the six months ended June 30, 2014, the Company issued 335,000 shares with a fair value of $225,750 for loan expenses and interest under all the above promissory notes including shares for amounts which were previously accrued. |