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3. Convertible Notes Payable Related Party
9 Months Ended
Sep. 30, 2013
Notes  
3. Convertible Notes Payable Related Party

3.             CONVERTIBLE NOTES PAYABLE RELATED PARTY

Schedule of Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2013

 

 

 

December 31, 2012

 

 

Convertible promissory note; interest at 12.5% of face amount, payable

quarterly; this note is unsecured and matured in November 2003 (convertible into approximately 107,843 shares at December 31, 2012) (1)

 

$

                        -

 

 

$

                    55,000

 

 

 Secured promissory note from a shareholder; interest at 6%, required monthly installments of interest only through December 30, 2010, then required monthly installments of $3,301 including principal and interest; matured at December 30, 2011; secured by all tangible and intangible assets of the Company (2)

 

 

                        -

 

 

 

                  249,206

 

 

Secured convertible promissory note from a shareholder; interest rate of 6%            through December 31, 2014, 7% through December 31, 2015, 8% through December 31, 2016, 8.5% through December 31, 2017, and 9% through May 31, 2018, with fixed monthly payments of $3,300.64 through the Maturity Date, at which time the remaining balance of principal and all accrued interest shall be due and payable; matures May 31, 2018; secured by all tangible and intangible assets of the Company (2)(3)

 

 

          231,648

 

 

 

                                -

 

 

Secured convertible promissory note; interest at 6%, requires monthly installments of interest only through May 31, 2014, then requires monthly installments of $600 including principal and interest; matures May 31, 2023; secured by certain  equipment of the Company (4)

 

 

            50,000

 

 

 

                                -

 

 

 

 

 

 

 

 

 

 

 

 

 

          281,648

 

 

 

                  304,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less current portion

 

 

            39,608

 

 

 

                  304,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

          242,040

 

 

$

                                -

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

 

This convertible promissory note matured in November 2003.  On June 3, 2013, the Company issued 59,634 shares of its Series A Convertible Preferred Stock, in complete satisfaction of the outstanding principal and accrued interest due on this note of $59,634 and $57,248 was recognized as gain on settlement of debt for the nine months ended September 30, 2013.

 

 

 

(2)

 

This secured promissory note matured on December 30, 2011.  The Company continued to make monthly principal and interest payments.  At May 31, 2013, the outstanding principal and accrued interest of the secured promissory note was $239,504.

 

 

 

 

 

(3)

 

On May 31, 2013, the Company issued this secured convertible promissory note in exchange for the existing secured promissory note with a balance due, including accrued interest, of $239,504, which had matured on December 30, 2011. The secured convertible promissory note extended the maturity date to May 31, 2018 and increased the interest rate as noted above. The note holder has the right to convert the note, in its entirety or in part, into common stock of the Company at the rate of $1.00 per share.

 

The Company analyzed the modification of the term under ASC 470-60 “Trouble Debt Restructurings” and ASC 470-50 “Extinguishment of Debt”. The Company determined the creditor has not granted a concession and the modification of the embedded conversion options does not fall in the scope of ASC 470-50.    

 

 

 

 

 

 

(4)

 

On May 31, 2013, the Company issued this secured convertible promissory note and on June 3, 2013, issued 203,169 shares of its Series A convertible preferred stock, in complete satisfaction of the balance due in the amount of $253,169 on an operating lease for certain equipment which was leased from one of its shareholders whose parent company holds a $231,648 secured convertible promissory note. The Company recognized $195,042 as gain on settlement of accounts payable for the nine months ended September 30, 2013.

 

The Company had been unable to make all of the required payments pursuant to the terms of the September 2007 agreement. This secured convertible promissory note is secured by the equipment leased by the Company pursuant to the aforementioned operating lease. Upon payment of the balance due on this secured convertible promissory note title of the equipment will be transferred to the Company free and clear of all liens and encumbrances.

 

The note holder has the right to convert the note, in its entirety or in part, into common stock of the Company at the rate of $1.00 per share. The Company analyzed the conversion option for derivative accounting and beneficial conversion features consideration under ASC 815-15 “Derivatives and Hedging” and ASC 470-20 “Convertible Securities with Beneficial Conversion Features” and noted none.