Promissory notes, including related parties and debenture payable | 3 Months Ended |
Sep. 30, 2013 |
Debt Disclosure [Abstract] | ' |
Promissory notes, including related parties and debenture payable | ' |
5. Promissory notes, including related parties and debenture payable: |
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Promissory notes, including related parties at June 30, 2013 and December 31, 2012, consist of the following: |
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| | 2013 | | 2012 | | | | | | | | | | | | | | |
Promissory notes payable: | | | | | | | | | | | | | | | | | | | | | | |
Various, including related parties of $237,063 (2013) and $333,363 (2012); interest rate ranging from 8% to 10% [A] | | $ | 261,563 | | | $ | 351,563 | | | | | | | | | | | | | | | |
Notes payable; interest rates ranging from 9% to 15%; interest payable quarterly; the notes are unsecured, matured on February 28, 2008; currently in default and past due [B] | | | 2,090,719 | | | | 2,090,719 | | | | | | | | | | | | | | | |
| | $ | 2,352,282 | | | $ | 2,442,282 | | | | | | | | | | | | | | | |
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| [A] | Pursuant to a November 4, 2011 Board of director resolution, these notes are convertible at conversion rates, determined at the discretion of the board of directors. During the six months ended June 30, 2013 the Company issued notes of $20,300 (including related parties of $4,400), made payments of $72,800 (all to related parties) and converted $10,400 to shares of common stock. | | | | | | | | | | | | | | | | | | | | |
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| [B] | These notes payable (the “Promissory Notes”) originally became due on February 28, 2007. The Company renewed $283,000 of the Promissory Notes on the same terms and conditions as previously existed. In April 2007 the Company, through a financial advisor, restructured $1,825,000 of the Promissory Notes (the “Restructured Notes”). The Company has accrued an expense of $36,500 to compensate the financial advisor 2% of the Restructured Notes as well as having issued 150,000 shares of common stock to the financial advisor. The Restructured Notes carry a stated interest rate of 15% (a default rate of 20%) and matured on February 28, 2008. The Company has not paid the interest due since June 2007, and no principal payments on the Promissory Notes have been made since 2008 and accordingly, they are in default. Accrued interest on these notes total $2,594,686 and is included in accrued expenses on the consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | |
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The chairman of the board of the Company has personally guaranteed up to $1 million of the Restructured Notes and two other non-related individuals each guaranteed $500,000 of the Restructured Notes. In consideration of their guarantees the Company granted warrants to purchase a total of 1,600,000 shares of common stock of the Company at an exercise price of $0.50 per share. The warrants were valued at $715,200 using the Black-Scholes option pricing model and were amortized over the one-year term of the Restructured Notes. The warrants expired in March 2010. |
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In January 2008, the Company and the three guarantors received a complaint filed by the financial advisor (acting as agent for the holders of the Restructured Notes) and the holders of the Restructured Notes. The claim is seeking $1,946,250 plus per diem interest beginning January 22, 2008 at the rate of twenty percent (20%) per annum plus $37,000 due the financial advisor for unpaid fees. The court has ruled in favor of a motion for summary judgment filed by certain of the plaintiffs and a judgment was entered on August 18, 2009 in the total amount of $2,487,250 in principal and interest on the notes, $40,920 in related claims and $124,972 in attorney’s fees and expenses. The Company is not aware of any payments being made by any of the guarantors and accordingly, the Company includes these liabilities on the September 30, 2013 and December 31, 2012 balance sheets promissory notes payable and accrued expenses. |
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Debenture payable: |
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2012 Notes |
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During 2012, the Company issued three convertible notes aggregating $105,000 to Asher Enterprises, Inc. (“Asher” and “2012 Asher Notes”). Among other terms the 2012 Asher Notes are due nine months from their issuance date, bear interest at 8% per annum, are payable in cash or shares at the Conversion Price as defined herewith, and are convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 50% of the average of the lowest three trading prices (as defined in the note agreements) per share of the Company’s common stock for the ten trading days immediately preceding the date of conversion. Upon the occurrence of an event of default, as defined in the Note, the Company is required to pay interest at 22% per annum and the holders may at their option declare the 2012 Notes, together with accrued and unpaid interest, to be immediately due and payable. In addition, the 2012 Notes provides for adjustments for dividends payable other than is shares of common stock, for reclassification, exchange or substitution of the common stock for another security or securities of the Company or pursuant to a reorganization, merger, consolidation, or sale of assets, where there is a change in control of the Company. During the six months ended June 30, 2013, the holder of the Asher Notes converted an aggregate of $53,100 of principal and $1,200 of accrued and unpaid interest into 35,887,004 shares of common stock. The Company is currently in default as the Company does not currently maintain sufficient authorized shares reserved for issuance under the 2012 Asher Notes The Company has received a default and demand notice for 200% of the remaining outstanding principal due, and accordingly, during the quarter ended September 30, 2013, the Company has increased the debentures payable to Asher by $40,900. As of September 30, 2013, the outstanding balance of the 2012 Asher Notes is $32,800, which is past due. |
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On October 9, 2012, the Company issued a $5,000 convertible promissory note to Carebourn Capital LP (“Carebourn”). The Carebourn note is due on demand, bears interest at 8% per annum and has a conversion feature similar to the 2012 Asher Notes. As of September 30, 2013, the outstanding balance of the Carebourn Note is $5,000, which is past due. |
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On October 17, 2012, the Company issued a $25,000 convertible promissory note to Continental Equities, LLC (“Continental”). The Continental note is due on October 17, 2013, bears interest at 10% per annum. The conversion feature of the Continental note equals 50% of the average of the three lowest closing bid prices during the thirty day trading period prior to the conversion. The Company reserved 23,000,000 shares of common stock for the conversion of the Continental note. On March 26, 2013, Carebourn acquired the Continental note from Continental. During the nine months ended September 30, 2013, the Company issued 18,737,288 shares of common stock to Carebourn Partners, LLC. (“Carebourn Partners”) and Carebourn Partners’ assignee upon the conversion of $18,750 of the acquired Continental note. As of June 30, 2013 there is a balance of $6,250 on the Continental note. |
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On October 24 and 29, 2012, the Company issued convertible promissory notes of $9,000 and $16,000, respectively, to GEL Properties, LLC (“Gel”). The Gel notes mature on their two year anniversary and bear interest at 6% per annum. Gel is entitled, at its’ option at any time to convert all or any amount of the principal face amount of the Gel note than outstanding into shares of the Company’s common stock. The Company reserved 9,000,000 and 16,000,000 shares of common stock, respectively, for the conversion of the Gel notes. The conversion feature of the Gel notes equals 50% of the lowest closing bid price of the Company’s common stock for the five trading days including the day of conversion. During the nine months ended September 30, 2013, the Company issued 23,901,776 shares of common stock upon the conversion of the Gel notes. |
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On November 1, 2012, the Company issued a convertible promissory note in the amount of $269,858 in exchange for previously accrued legal fees. The note bears interest at 8% per annum and is convertible at a conversion price for each share of common stock equal to 50% of the average of the lowest three trading prices (as defined in the note agreements) per share of the Company’s common stock for the ten trading days immediately preceding the date of conversion. During the nine months ended September 30, 2013, the Company issued 66,422,481 shares of common stock upon the conversion of $69,115 of the Note. As of September 30, 2013, the balance of the note is $200,742. |
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On December 24, 2012, the Company issued a $50,000 convertible promissory note to Flux Carbon Starter Fund, LLC (“Flux”). The note matured on June 30, 2013 and bears interest at 12% per annum. The Flux note has a conversion price equal to 50% of the lowest volume weighted average closing bid price for the 90 days preceding conversion. On June 24, 2013, Flux sold and assigned the note to 112359 Factor Fund, LLC. (“Factor Fund”). During the nine months ended September 30, 2013, the Company issued 45,689,040 shares of common stock to Factor Fund and Factor Funds transferee upon the conversion of $42,500 of principal and $3,189 of accrued and unpaid interest. As of September 30, 2013, the Flux note had a balance of $7,500. |
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The 2012 Notes are summarized as follows: |
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| | Initial Amount | Balance | | | | | | | | | | | | | | | | | | | |
Date | Lender | 9/30/13 | Interest | Maturity | | | | | | | | | | | | | | | | | |
a) June 8 | Asher | $30,000 | $ - | 8% | 8-Mar-13 | | | | | | | | | | | | | | | | | |
b) June 25 | Asher | 42,500 | - | 8% | 25-Mar-13 | | | | | | | | | | | | | | | | | |
c) August 23 | Asher | 32,500 | 32,800 | 8% | 23-Jun-13 | | | | | | | | | | | | | | | | | |
d) October 9 | Carebourn | 5,000 | 5,000 | 8% | Demand | | | | | | | | | | | | | | | | | |
e) October 17 | Continental | 25,000 | - | 10% | 17-Oct-13 | | | | | | | | | | | | | | | | | |
f) October 24 | GEL Properties, LLC. | 9,000 | - | 6% | 24-Oct-14 | | | | | | | | | | | | | | | | | |
g) October 29 | GEL Properties, LLC | 16,000 | - | 6% | 29-Oct-14 | | | | | | | | | | | | | | | | | |
h) November 1 | Schaper note | 269,858 | 200,742 | 8% | Demand | | | | | | | | | | | | | | | | | |
i) December 24 | Flux Carbon Starter Fund, LLC | 50,000 | 7,500 | 12% | 30-Jun-13 | | | | | | | | | | | | | | | | | |
Total | | $479,858 | $246,042 | | | | | | | | | | | | | | | | | | | |
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The Company received net proceeds of $193,500, after debt issuance costs of $16,500. These debt issuance costs will be amortized over the earlier of the terms of the Note or any redemptions and accordingly $4,074 and $10,648 has been expensed as debt issuance costs (included in interest expense) for the three and six months ended June 30, 2013. |
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2013 Notes |
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On March 14, 2013 the Company issued a convertible promissory note for $46,000 to an accredited investor (the “March 2013 Note”). The March 2013 Note, is due eight months from issuance and bears an interest rate of 8% per annum. The conversion feature of the 2013 Note is a 50% discount to the average of the three lowest day closing bid prices for the ten trading days prior to conversion. The Company received net proceeds of $41,400, after debt issuance costs of $4,600. These debt issuance costs will be amortized over the earlier of the terms of the Note or any redemptions and accordingly $1,891 and $4,600 has been expensed as debt issuance costs (included in interest expense) for the three and nine months ended September 30, 2013. |
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On April 8, 2013 and April 26, 2013, the Company issued convertible promissory notes for $5,000 and $50,000, respectively. |
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On June 3, 2013, the Company issued a $15,000 convertible promissory note to Gel. |
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On June 6, 2013 ($12,000), July 12, 2013 ($12,500) and August 9, 2013 ($12,500) the Company issued convertible promissory notes to Carebourn Partners. |
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On August 22, 2013, the Company issued a $6,000 convertible promissory note to Schaper. |
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On September 3, 2013, the Company issued a $32,500 convertible promissory note to Asher. |
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The notes issued in 2013, bear interest at 8% per annum and each has a conversion feature similar to the 2012 Asher Notes. The notes issued in 2013 are referred to as the 2103 Notes. The beneficial conversion features included in the 2013 Notes resulted in initial debt discount of $191,500 and an initial loss on the valuation of derivative liabilities of $18,912 for a derivative liability initial balance of $211,312. As of September 30, 2013 the Company revalued the balance of $191,500 of the 2013 Notes and based on their fair value of $200,085, adjusted the derivative liability balance by $8,585 for the 2013 Notes. |
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The Company has determined that the conversion feature of the 2012 and 2013 Notes represent embedded derivatives since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion features must be bifurcated from the debt hosts and accounted for as derivative liabilities. Accordingly, the fair value of these derivative instruments have been recorded as liabilities on the consolidated balance sheet with the corresponding amounts recorded as a discounts to the Notes. Such discounts will be accreted from the date of issuance to the maturity dates of the Notes. The change in the fair value of the liabilities for derivative contracts will be recorded to other income or expenses in the consolidated statement of operations at the end of each quarter, with the offset to the derivative liability on the balance sheet. |
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The beneficial conversion features included in the 2012 Notes resulted in initial debt discounts of $210,000 and an initial loss on the valuation of derivative liabilities of $27,154 for a derivative liability initial balance of $237,154. During the year ended December 31, 2012, Asher converted $11,000 of the 2012 Notes. The Company reduced the derivative liability by $8,761 for the conversion. As of December 31, 2012, the Company revalued the balance of $199,000 of the 2012 Notes and based on their fair value of $219,548, adjusted the derivative liability balance by $8,845 for the 2012 Notes. During the nine months ended September 30, 2013, noteholders converted in the aggregate $269,149 of the 2012 Notes. The Company reduced the derivative liability by $257,311 for the conversions. As of September 30, 2013 the Company revalued the balance of $246,043 of the 2012 Notes and based on their fair value of $296,604, adjusted the derivative liability balance by $77,056 for the 2012 Notes. |
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The fair value of the 2012 and 2013 Notes as of their dates of issuance, settlement and in their entirety as of September 30, 2013 was calculated utilizing the following assumptions: |
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| | Assumed Conversion Price at Issuance | | | | | | | | | | | | | | | | | | | | |
Issuance Date | | | Volatility Percentage | Risk-free Interest | | | | | | | | | | | | | | | | | | |
| Initial Term | | | Rate | | | | | | | | | | | | | | | | | | |
6/8/12 | 9 months | $0.01 | 380% | 0.09 | | | | | | | | | | | | | | | | | | |
6/25/12 | 9 months | $0.01 | 341% | 0.09 | | | | | | | | | | | | | | | | | | |
8/23/12 | 9 months | $0.05 | 295% | 0.09 | | | | | | | | | | | | | | | | | | |
10/9/12 | 9 months | $0.01 | 292% | 0.16 | | | | | | | | | | | | | | | | | | |
10/17/12 | 12 months | $0.00 | 295% | 0.17 | | | | | | | | | | | | | | | | | | |
10/24/12 | 12 months | $0.00 | 305% | 0.18 | | | | | | | | | | | | | | | | | | |
10/29/12 | 12 months | $0.00 | 306% | 0.18 | | | | | | | | | | | | | | | | | | |
11/1/12 | 6 months | $0.00 | 297% | 0.1 | | | | | | | | | | | | | | | | | | |
12/24/12 | 6 months | $0.00 | 303% | 0.12 | | | | | | | | | | | | | | | | | | |
3/14/13 | 9 months | $0.00 | 338% | 0.12 | | | | | | | | | | | | | | | | | | |
4/8/13 | 6 months | $0.00 | 297% | 0.1 | | | | | | | | | | | | | | | | | | |
4/26/13 | 12 months | $0.00 | 308% | 0.11 | | | | | | | | | | | | | | | | | | |
6/3/13 | 2 years | $0.00 | 320% | 0.13 | | | | | | | | | | | | | | | | | | |
6/6/13 | 9 months | $0.00 | 338% | 0.11 | | | | | | | | | | | | | | | | | | |
7/12/13 | 9 months | $0.00 | 236% | 0.12 | | | | | | | | | | | | | | | | | | |
8/9/13 | 9 months | $0.00 | 238% | 0.11 | | | | | | | | | | | | | | | | | | |
8/22/13 | 9 months | $0.00 | 245% | 0.13 | | | | | | | | | | | | | | | | | | |
9/3/13 | 9 months | $0.00 | 236% | 0.14 | | | | | | | | | | | | | | | | | | |
9/30/13 | 1-20 months | 0.00387 | 293% | .02-.10 | | | | | | | | | | | | | | | | | | |
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The inputs used to estimate the fair value of the derivative liabilities are considered to be level 2 inputs within the fair value hierarchy. |
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A summary of the derivative liabilities related to convertible notes as of December 31, 2012 and September 30, 2013 is as follows: |
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| Derivative | | | Fair value change- nine months ended 9/30/13 | Derivative Liability Balance 9/30/13 |
Fair Value | Liability Balance | Initial Derivative Liability | Redeemed convertible notes | | |
| 12/31/12 | | | | |
| 2012 Notes | | | $ | 489,406 | | | | 40,900 | | | $ | (257,311 | ) | | $ | -17,291 | | | $ | 296,604 | |
| 2013 Notes | | | | — | | | $ | 210,412 | | | | — | | | | (10,328 | ) | | | 200,084 | |
| Total | | | $ | 489,406 | | | $ | 251,312 | * | | $ | (257,311 | ) | | $ | -27,619 | * | | $ | 496,688 | |
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* $5,578 included in the initial derivative liability is included in derivative liability expense of $118,904 for the six months ended June 30, 2013. |
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A summary of debentures payable as of December 31, 2012 and June 30, 2013 is as follows: |
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| | | Debenture conversions nine months ended 9/30/13 | | | |
| Issuance of new convertible notes | Amortization of discount on convertible | | | | |
| | notes | | | | |
Balances | | | | Balances 9/30/13 | | |
12/31/12 | | | | | | |
2012 Notes, face value | | $ | 468,858 | | | | | | | | — | | | $ | (263,716 | ) | | $ | 246,042 | | | |
2013 Notes, face value | | | — | | | | 191,500 | | | | — | | | | (5,433) | | | | 186,067 | | | |
Note discount | | | (394,119 | ) | | | (191,500 | ) | | | 402,197 | | | | — | | | | (183,422 | ) | | |
Total | | $ | 74,739 | | | $ | — | | | $ | 402,197 | | | $ | (269,149 | ) | | $ | 248,687 | | | |