Promissory notes, including related parties and debenture payable | 3 Months Ended |
Mar. 31, 2015 |
Debt Disclosure [Abstract] | |
Promissory notes, including related parties and debenture payable | 7. Promissory notes, including related parties and debenture payable: |
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Promissory notes, including related parties at March 31, 2015 and December 31, 2014, consist of the following: |
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| | 2015 | | 2014 | | | | | | | | | | |
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Promissory notes payable: | | | | | | | | | | | | | | | | | | |
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Various, including related parties of $71,297 (2015) and $157,322 (2014); interest rate ranging from 8% to 10% [A] | | $ | 194,672 | | | $ | 171,422 | | | | | | | | | | | |
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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 | | | | | | | | | | | |
| | $ | 2,285,391 | | | $ | 2,198,391 | | | | | | | | | | | |
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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 three months ended March 31, 2015 the Company issued notes of $115,800 (including $5,000 to related parties) and made payments of $28,600 (including $28,100 to related parties). | | | | | | | | | | | | | | | | |
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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 $3,329,686 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 $2,482,922 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 March 31, 2015 and December 31, 2014 balance sheets promissory notes payable and accrued expenses. |
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Debenture payable: |
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2012 Notes |
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On November 1, 2012, the Company issued a convertible promissory note to David Schaper (“Schaper”) 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. As of December 31, 2013, the balance of the note was $166,670. During the year ended December 31, 2014, the Company issued 2,240,336 shares of common stock upon the conversion of $163,670 of the Note. As of March 31, 2015, the balance of the note is $3,000. |
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2013 Notes |
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The following notes issued in 2013, bear interest at 8% per annum and other than as described below are 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. The notes issued in 2013 are referred to as the 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, was due eight months from issuance and bears an interest rate of 8% per annum, and in the case of an event of default increases to 12% per annum (“the Default Rate”). 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 March 2013 Note matured November 14, 2013, is in default, and the Default Rate was effective at that date. During the year ended December 31, 2014, the Company issued 516,194 shares of common stock upon conversion of $19,425 of the note. The balance of the March 2013 Note is $26,575 as of March 31, 2015. |
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On August 22, 2013, the Company issued a $6,000 convertible promissory note to Schaper. During the year ended December 31, 2014, the Company issued 66,667 shares of common stock upon conversion of $4,000 of this note. The outstanding principal balance on this note is $2,000 as of March 31, 2015. |
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On October 18, 2013, the Company issued four (4) convertible notes each in the amount of $25,625 to Gel (the 2013 Gel Notes). The conversion price for the 2013 Gel Notes is equal to 50% of the lowest closing bid price of the Common Stock as reported on the exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future with a floor of $0.0001 per share, for any of the five trading days including the day upon which a Notice of Conversion is received by the Company. If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. Also on October 18, 2013, Gel issued the Company four secured promissory notes, each in the amount of $25,000, due April 21, 2014. The Company received the $100,000 on March 6, 2014. During the year ended December 31, 2014, the Company issued 944,260 shares upon conversion of $83,295 of the notes. As of March 31, 2015, the four convertible promissory notes in the aggregate of $19,205 of principal amount owed Gel was outstanding. |
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On November 22, 2013, the Company issued a $35,000 (the Fong Note) and $30,000 (the Hollander Note) convertible notes to Mr. Fong and Mr. Hollander, respectively, in satisfaction of unpaid fees. During the year ended December 31, 2014, the Company issued 383,333 shares of common stock in satisfaction of $22,000 of the Hollander note. The outstanding principal balances of the Fong and Hollander notes as of March 31, 2015 are $35,000 and $8,000 respectively. |
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2014 Notes |
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On January 28, 2014, the Company issued a convertible promissory note to Mr. Fong for $25,500 in satisfaction of accrued and unpaid fees due Mr. Fong. Also on January 28, 2014, the Company entered into a Debt Settlement and Release Agreement (the “DSR”) with Mr. Fong, Mary Virginia Knight (“Knight”) or Knight assigns. This note matured January 28 2015 and is in default. Pursuant to the DSR, the Company has issued 500,000 shares of common stock to the Knight assign, in cancellation and satisfaction of $15,000 of the convertible note due Mr. Fong. As of March 31, 2015, the outstanding principal balance of this note is $10,500. |
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On February 10, 2014, the Company issued two (2) convertible promissory notes in the amounts of $95,814 and $95,813 in exchange for previously accrued legal fees. The notes bear interest at 8% per annum and are 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. This note matured February 10, 2015 and is in default. During the year ended December 31, 2014, the company issued 416,667 shares of common stock in settlement of $12,500 of the notes. As of March 31, 2015, the balances of the notes totaled $179,127. |
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On February 20, 2014, the Company issued two (2) convertible promissory notes, each in the amount of $40,000 to LG Capital (“LG”). The Company received $38,000 after debt issuance costs of $2,000 and a $40,000 secured promissory note. The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and $2,000 has been expensed as debt issuance costs (included in interest expense) for the year ended December 31, 2014. This note matured February 20, 2015 and is in default. During the year ended December 31, 2014, the Company issued 1,391,990 shares of common stock in satisfaction of $40,000 in convertible note principal and $1,759 of accrued and unpaid interest. As of March 31, 2015, the outstanding principal balance of these notes is $40,000. |
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On March 6, 2014 the Company issued a $50,000 convertible promissory note to Gel, under the same terms and conditions as the 2012 Gel Notes. This note matured March 6, 2015 and is in default. During the three months ended March 31, 2015, the Company issued 1,000,000 shares of common stock in satisfaction of $1,170 in convertible note principal. As of March 31, 2015, the outstanding principal balance of this note is $48,830. |
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On March 27, 2014, the Company issued an $831,000 secured convertible promissory note (the “Note”) to Typenex (the “Lender”). The Typenex Note carries an original issuer discount of $75,000. In addition, the Company agreed to pay $6,000 to cover the Lender’s legal and other fees. At the option of the Lender, the note converts at $0.0025 per share. The conversion by the Lender of any portion of the Outstanding Balance shall only be exercisable in ten (10) tranches (each, a “Tranche”), consisting of an initial Tranche in an amount equal to $88,500 and nine (9) additional Tranches, each in the amount of $82,500, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note. The Note carries a ten % interest rate and matures on the seventeenth month after funding. Typenex funded $75,000 on April 1, 2014 and also delivered nine (9) secured promissory notes to the Company, each in the amount of $75,000. Each payment received will constitute an “Issue Date”. The Company also granted Typenex the right to purchase at any time on or after each Issue Date until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), a number of fully paid and non-assessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share equal to $41,250 divided by the Market Price (as defined in the Note). During the year ended December 31, 2014, the company issued 558,333 shares of common stock upon conversion of $16,500 of the note. During the three months ended March 31, 2015, the company issued 3,041,474 shares of common stock upon conversion of $14,754 of note principal. As of March 31, 2015, the outstanding principal balance of this note is $56,996. Amortization for the three months ended March 31, 2015, totaled $21,450 and the carrying value of the note as of March 31, 2015, is $38,846, net of unamortized discount of $18,150 |
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On April 1, 2014 ($15,000) and April 23, 2014 ($12,500), the Company issued convertible promissory notes to Carebourn Capital. During the year ended December 31, 2014, the Company issued 851,467 shares of common stock in satisfaction of $25,544 in convertible note principal. During the three months ended March 31, 2015, the Company issued 1,528,123 shares in satisfaction of $1,956 in convertible note principal. As of March 31, 2015, the principal balance of these notes has been satisfied. |
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On May 16, 2014, the Company issued a $27,000 convertible promissory note, bearing interest at 12% per annum, to WHC Capital, LLC. The Company received $25,000 after debt issuance costs of $2,000, which will be amortized over the earlier of the one year term of the Note or any redemptions. The note matured on February 16, 2015 and is in default. During the three months ended March 31, 2015, the company issued 2,731,120 shares of common stock upon conversion of $1,860 of note principal. As of March 31, 2015, a principal balance of $16,565 remains outstanding. |
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On July 11, 2014, the Company issued a $42,750 convertible promissory note to Auctus Private Equity Fund, LLC. . The note is due on demand, bears interest at 8% and is convertible at a 45% discount of the average of the two lowest day’s closing prices for the twenty five (25) days preceding conversion. The conversion price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. The company received $37,750 after debt issuance costs of $5,000, which will be amortized over the earlier of the 9 month term of the Note or any redemptions. Accordingly, $288 has been expensed for the three months ended March 31, 2015, as debt issuance costs (included in interest expense). The Company recorded an initial derivative liability of $44,460, debt discount of $42,750 and derivative expense of $1,710. The debt discount of $42,750 is being amortized into interest expense over the term of the note. During the three months ended March 31, 2015, the company issued 2,564,562 shares of common stock upon conversion of $7,028 of note principal and $2,155 of accrued note interest. As of March 31, 2015, a principal balance of $35,676 remains outstanding. . Amortization for the three months ended March 31, 2015, totaled $940 and the carrying value of the note as of March 31, 2015, is $34,244, net of unamortized discount of $1,432. |
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On July 16, 2014, the Company issued a convertible promissory note for $50,000 to an unaffiliated accredited investor. The note is due on demand, bears interest at 8% and is convertible at 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $52,000, debt discount of $50,000 and derivative expense of $2,000. The debt discount of $50,000 is being amortized into interest expense over the term of the note. The note matures on April 16, 2015. As of March 31, 2015, the full principal balance of $50,000 remains outstanding. Amortization for the three months ended March 31, 2015, totaled $1,247 and the carrying value of the note as of March 31, 2015, is $47,080, net of unamortized discount of $2,920. |
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On July 22, 2014 ($52,500), August 28, 2014 ($27,500), September 19, 2014 ($27,500), and November 3, 2014 (27,500) the Company issued convertible promissory notes to Carebourn Capital. The notes are due on demand, bear interest at 12% and are convertible at a 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion. The Company received $125,000 after debt issuance costs of $10,000, which will be amortized over the earlier of the term of the Notes or any redemptions. Accordingly, $3,417 has been expensed for the three months ended March 31, 2015, as debt issuance costs (included in interest expense). The July note matures on April 22, 2015. The rest of the notes mature on May 28, 2015. The Company recorded an initial derivative liability of $143,100, debt discount of $125,000 and derivative expense of $18,100. The debt discount of $125,000 is being amortized into interest expense over the term of the notes. During the three months ended March 31, 2015, the company issued 11,900,478 shares of common stock upon conversion of $10,597 of note principal. As of March 31, 2015, a principal balance of $126,359 remains outstanding. Amortization for the three months ended March 31, 2015, totaled $22,539 and the carrying value of the notes as of March 31, 2015, is $102,897, net of unamortized discount of $23,461. |
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On October 9, 2014, the Company issued a convertible promissory note for $27,500 to LG Capital (“LG”). The note is due on demand, bears interest at 8% and is convertible at a 50% discount of the lowest closing price for the ten (10) days preceding conversion The Company recorded an initial derivative liability of $28,600, debt discount of $27,500 and derivative expense of $1,100. The debt discount of $27,500 is being amortized into interest expense over the term of the note. The Company received $25,000 after debt issuance costs of $2,500.The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $1,250 has been expensed as debt issuance costs (included in interest expense) for the three months ended March 31, 2015. The note matures on October 9, 2015. As of March 31, 2015, the outstanding principal balance of this note is $27,500. Amortization for the three months ended March 31, 2015, totaled $506 and the carrying value of the notes as of March 31, 2015, is $13,034, net of unamortized discount of $14,466. |
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On December 2, 2014, the Company issued a convertible promissory note for $25,000 to an unaffiliated accredited investor. The note is due on demand, bears interest at 8% and is convertible at 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion. The Company recorded an initial derivative liability of $26,000, debt discount of $25,000 and derivative expense of $1,000. The debt discount of $25,000 is being amortized into interest expense over the term of the note. The note matures on September 2, 2015. As of March 31, 2015, the full principal balance of $25,000 remains outstanding. Amortization for the three months ended March 31, 2015, totaled $6,969 and the carrying value of the notes as of March 31, 2015, is $10,858, net of unamortized discount of $14,142. |
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On December 23, 2014, the Company issued a $7,500 convertible promissory note to Carebourn Capital. The note is due on demand, bears interest at 8% and is convertible at a 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion. During the three months ended March 31, 2015, the Company paid $7,500 in settlement of the note principal and $190 in settlement of accrued interest. As of March 31, 2015, this note has been fully satisfied. |
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On December 29, 2014, the Company issued a $25,000 convertible promissory note to Pure Energy 714, a New Jersey LLC. The proceeds from this note were received on January 6, 2015. The note is due on demand, bears interest at 10% and is convertible at a 50% discount of the average of the three lowest day’s closing prices for the ten (10) days preceding conversion and matures September 29, 2015. The Company recorded an initial derivative liability of $26,250, debt discount of $25,000 and derivative expense of $1,250. The debt discount of $25,000 is being amortized into interest expense over the term of the note. As of December 31, 2014, the full principal balance of $25,000 remains outstanding. Amortization for the three months ended March 31, 2015, totaled $8,394 and the carrying value of the notes as of March 31, 2015, is $8,394, net of unamortized discount of $16,606. |
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2015 Notes |
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On February 6, 2015, the Company issued a convertible promissory note for $26,500 to LG Capital (“LG”). The Company received $25,000 after debt issuance costs of $1,500.The debt issuance costs will be amortized over the earlier of the twelve month term of the Note or any redemptions and accordingly $442 has been expensed as debt issuance costs (included in interest expense) for the three months ended March 31, 2015. The Company recorded an initial derivative liability of $28,620, debt discount of $26,500 and derivative expense of $2,120. The debt discount of $26,500 is being amortized into interest expense over the term of the note. The note is due on demand, bears interest at 8% and is convertible at a 50% discount of the lowest closing price for the ten (10) days preceding conversion and matures February 6, 2016. As of March 31, 2015, the outstanding principal balance of this note is $26,500. Amortization for the three months ended March 31, 2015, totaled $3,848 and the carrying value of the notes as of March 31, 2015, is $3,848, net of unamortized discount of $22,652. |
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The Company has determined that the conversion features of the 2012, 2013, 2014 and 2015 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 fair value of the conversion features embedded in the 2015 Notes as of their dates of issuance and in their entirety as of March 31, 2015 was determined to approximate their fair intrinsic value due to the terms of conversion. |
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The inputs used to estimate the fair value of the derivative liabilities are considered to be level 3 inputs within the fair value hierarchy. |
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A summary of the derivative liabilities related to convertible notes as of March 31, 2015 and December 31, 2014 is as follows: |
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| Derivative | | | | Initial Derivative | | | | Redeemed | | | | Fair Value Change- | | | | Derivative | |
Liability Balance | Liability | Convertible Notes | Three Months Ended | Liability Balance |
1/1/15 | | | 3/31/15 | 3/31/15 |
$ | 1,057,602 | | | | 54,870 | | | | (35,412 | ) | | | (12,150 | ) | | $ | 1,064,912 | |
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A summary of debentures payable as of March 31, 2015 and December 30, 2014 is as follows: |
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| | 2015 | | 2014 | | | | | | | | | | |
Face Value | Face Value | | | | | | | | | | |
2013 Notes | | $ | 88,075 | | | $ | 88,075 | | | | | | | | | | | |
2014 Notes | | $ | 568,262 | | | $ | 709,999 | | | | | | | | | | | |
2015 Notes | | $ | 51,500 | | | $ | — | | | | | | | | | | | |
Note discount | | $ | (74,571 | ) | | $ | (135,431 | ) | | | | | | | | | | |
Total | | $ | 638,762 | | | $ | 662,643 | | | | | | | | | | | |